Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

---

 

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 September 2024

     

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
(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

  

---

 

 

 

 

Exhibit No.		Description
99.1		Press release issued on September 25, 2024.
99.2		Half Year Report of SEALSQ Corp including Management’s Discussion and Analysis of Financial Condition and Results of Operations, issued on September 25, 2024.
99.3		Condensed Consolidated Financial Statements of SEALSQ Corp as at June 30, 2024.

 

2

 

 

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: September 25, 2024	SEALSQ CORP
	By:	/s/ Carlos Moreira
		Name:   Carlos Moreira
		Title:     Chief Executive Officer
	By:	/s/ John O’Hara
		Name:   John O’Hara
		Title:     Chief Financial Officer

 

 

 

SEALSQ Announces Unaudited First Half 2024 Financial Results and Updates on Strategic Business Initiatives

 

Schedules Conference Call and Webcast for Thursday, September 26 at 9:00 am ET (3:00 pm CET)

 

·

Strategic initiatives include launch of Quantum-Resistant Secure Chips and partnerships to establish several OSAT Chip Design and Customization Centers.

·

Despite temporary slowdown in H1 2024, SEALSQ expects an improved performance in H2 2024 and return to growth in 2025.

·

Expected growth supported by $2.4 million investments made during H1 2024 in research and development initiatives.

·

With a strong cash position of $18.9 million at June 30, 2024, SEALSQ is well-equipped to weather the current slowdown and continue funding its strategic initiatives.

·

Release of engineering samples of SEALSQ’s QS7001 Quantum-Resistant Secure Chips is expected before the end of 2024.

·

Robust pipeline of current and new business opportunities valued at $71 million as of September 20, 2024 is driven by the launch of the next generation of semiconductors, which SEALSQ expects to release in 2025.

  

Geneva, Switzerland – September 25, 2024: SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announces its unaudited financial results for the six month period ending June 30, 2024 (H1 2024) and provides updates on strategic business initiatives highlighting its continued commitment to innovation, including the launch of quantum-resistant secure chips set to position the Company for future growth in the cybersecurity industry.

 

H1 2024 FINANCIAL AND OPERATIONAL HIGHLIGHTS

 

As anticipated, 2024 has been a transitional year for SEALSQ. Revenue for H1 2024 was $4.8 million, reflecting the expected slowdown in traditional semiconductor demand, mainly due to two key factors: excess component inventories post-capacity shortage at legacy customers and a decrease in orders for legacy products from large customers as they await ordering availability for next-generation chips.

 

Despite this temporary downturn, SEALSQ expects improved financial and operational performance in H2 2024, subject to the finalization of previously announced projects and partnerships, and a return to growth in 2025. Of note, the Company’s robust pipeline of current and new business opportunities valued at $71 million as of September 20, 2024, is driven by the launch of the next generation of semiconductors, which SEALSQ expects to release in 2025 and with the first revenues anticipated in 2026.

 

Carlos Moreira, CEO of SEALSQ noted, “During the first half of the year, we took several steps to bolster our position in the markets we operate on a global scale. We invested $2.4 million in research and development initiatives, expanded our US-based sales team, made significant progress towards the establishment of several OSAT cybersecurity chip design and customization centers, secured global partnerships, and made advancements in the development of our post-quantum chips. Representative of this progress, we are now preparing to release engineering samples of our QS7001 Quantum-Resistant Secure Chips before the end of the year. With a strong cash position of $18.9 million at June 30, 2024, SEALSQ is well-equipped to weather the current slowdown and continue funding our strategic initiatives.”

 

 

 

 

Expectations are supported by several key growth factors including the expansion of Matter certification, global adoption of new IoT security standards such as the US Cyber Trust Mark or the EU Cyber Resilience Act, and SEALSQ’s strong value proposition on the PKI market for both IoT device makers segment and GSMA eUICC manufacturers and service providers. This has been reflected by new agreements signed in H1 2024, both with existing clients in the healthcare industry in the US and new customers in Asia (D-Link, HOSIDEN) and Europe (In Lite), mostly around smart home applications.

 

PROGRESS ON STRATEGIC INITIATIVES

 

Launch of Quantum-Resistant Secure Chips

SEALSQ remains on track to launch its range of Quantum-Resistant Secure Chips, including the QS7001 and QVault TPM, by Q4 2024. Engineering samples of the QS7001 are expected to be available for order by Q4 2024, with the TPM version ready by year-end. These chips are built on a RISC-V Quantum Resistant and CCEAL5+ hardware platform, designed for Kyber and Dilithium quantum-resistant algorithms. The QS7001 will allow customers to develop their own firmware, while the QVault TPM will feature a pre-provisioned, FIPS 140-3 and TCG-certified Trusted Platform Module stack.

 

Strategic Partnerships and Custom Solutions

SEALSQ is actively pursuing strategic partnerships with major electronics manufacturers to develop custom quantum-resistant chips based on the QS7001. These partnerships are key to SEALSQ’s broader industrial strategy and are expected to create new business opportunities and revenue streams. The Company’s efforts to establish Semiconductor Design and Personalization Centers will further support its customization activities.

 

In parallel, SEALSQ is developing a channel strategy by partnering with module and electronic board designers and manufacturers, like Hosiden in Japan and Bharat Pi in India. These companies have integrated SEALSQ VaultIC Secure Element into their semi-finished electronic products used by IoT device manufacturers to build consumer products like smart home appliances compatible with Matter standard. Each of these partnerships is expected to significantly contribute to generating new opportunities and accelerating growth in the coming months.

 

Global Expansion and OSAT Developments

SEALSQ is in final negotiations with the Spanish government to establish a Semiconductor Design and Personalization Center in Murcia. This collaboration supports Spain's Strategic Project for Economic Recovery and Transformation of Microelectronics and Semiconductors (PERTE Chip), which aims to mobilize €12.25 billion by 2027.

 

In the United States, SEALSQ has incorporated SEALSQ USA Ltd as part of its plan to develop an Outsourced Semiconductor Assembly and Test (OSAT) facility. This facility would offer advanced testing and assembly services and would focus on post-quantum cryptography and artificial intelligence. SEALSQ is also exploring funding opportunities under government incentive schemes, including those provided by the US CHIPS Act of 2022.

 

Additionally, SEALSQ is in negotiations for two significant projects in the Middle East and Far East to establish Semiconductor Personalization Centers through Public-Private Partnerships (PPP).

 

Root Certificate Authority Approval and PKI Services

By leveraging the WISeKey Root Certificate Authority, which attained GSMA Root CI accreditation in Q1 2024, SEALSQ PKI can now enable eUICC and Subscription Management entities to identify and authenticate within the GSMA remote provisioning Consumer ecosystem, facilitating security and interoperability. 

 

 

 

 

Of note, in 2023, SEALSQ’s Root Certificate Authority was approved by the CSA for Matter device attestation, positioning the Company as a Product Attestation Authority (PAA). SEALSQ offers Device Attestation Certificates (DACs) through its INeS managed “PKI as a Service” platform, enabling businesses to authenticate devices without investing in costly hardware infrastructure.

 

BALANCE SHEET HIGHLIGHTS

 

The balance sheet reflects a strong cash position of $18.9 million at June 30, 2024, enabling the Company to continue funding its operations for the foreseeable future. This strengthened cash position, up $12 million since December 31, 2023, is largely a result of $20 million of additional funds raised through Share Purchase Agreements (the “Agreements”) structured via three tranches, signed with a group of institutional investors (the “Investors”). The Company’s strong cash position also enabled it to pay down some of its debts to related parties leading to an overall $3.6 million reduction in debts to related parties.

 

As of June 30, 2024, through conversions into Ordinary Shares, the first tranche was fully repaid , while the second tranche was almost 90% repaid; subsequently, the remaining balance of the second tranche has now been fully repaid. The only balance remaining outstanding is that relating to the third tranche. Since the first and second tranches have been fully repaid, the Company intends to take action to deregister the remaining unsold securities on the Registration Statements on Form F-1 related to those tranches (Reg. Nos. 333- 273793 and 333-276877). Upon such deregistrations, the only resale registration statement remaining in effect would be relating to the third tranche (Reg. No. 333-278685).

 

The Company’s balance sheet is now in a much stronger position as a result of the reduction in the Company’s net debt position when considering the cash and cash equivalents held, offset by the Convertible Note liabilities and Indebtedness towards Related Parties.

 

The Company does note that the current price of its Ordinary Shares means that any conversions made by the Investors related to the outstanding balance of the third tranche, as per the terms and conditions of the Agreements, would be below the floor price. The Agreements set the floor price at $0.55 whilst stating that the floor price can be adjusted upon a mutual agreement between the Company and the Investors. Whilst the Company has not formally amended the floor price, it has done so previously, and the Company considers it would be inclined to agree to a reduction in the floor price should one be requested. Based upon the terms of the Agreements, the Company has calculated that the total number of shares registered under the third tranche registration statement would still exceed the number of shares likely to be issued if the entire remaining balance were to be converted today.

 

MOVING FORWARD

 

Market Outlook and Growth Projections

SEALSQ is well-positioned to capitalize on evolving cybersecurity requirements globally. The Company expects its post-quantum chips to play a crucial role in securing IoT devices, smart homes, autonomous vehicles, and industrial applications in the future.

 

Key growth areas for SEALSQ over the next five years include:

1.

VaultIC chip sales to Consumer IoT, Smart Grid and Automotive Charging device makers and operators.

2.

PKI and RoT Services: Recurring revenue is expected from device attestation and certificate lifecycle management services as well as from the GSMA eUICC manufacturers and service providers.

3.

Quantum-Resistant Semiconductor Sales: SEALSQ anticipates significant sales growth starting in 2025 as new chips enter full production.

4.

ASICS & custom solutions: Strategic partnerships for custom quantum-resistant chips will generate revenue through development contracts and licensing fees.

 

 

 

 

SEALSQ’s continued focus on innovation and security ensures it remains a leader in the cybersecurity and semiconductor industries, driving long-term growth and value for shareholders.

 

Conference Call

 

The company will host a conference call to review its results on Thursday, September 26, at 9:00 am ET (3:00 pm CET). If you wish to join the conference call, please use the dial-in information below:

 

·

Toll-Free Dial-In Number: 877-445-9755

·

International Dial-In Number: 201-493-6744

 

A simultaneous webcast of the call may be accessed online via the Investors section of the company’s website, https://www.sealsq.com/investors/events.

The archived call will also be available on the Investors section of the company's website, https://www.sealsq.com/investors/events.

 

Filing of HALF YEAR Report on Form 6-K

SEALSQ filed its Condensed Consolidated Financial Statements in the Form 6-K for the six-month period ended June 30, 2024, with the U.S. Securities and Exchange Commission on September 25, 2024. The Form 6-K can be accessed by visiting the Company’s website at www.sealsq.com.

 

In addition, the Company's stockholders may receive a hard copy of the Form 6-K, which includes complete unaudited financial statements, free of charge by contacting its Investor Relations Representative at [e-mail] or [phone].

 

ADDITIONAL FINANCIAL & OPERATIONAL DATA

 

Consolidated Statements of Comprehensive Income/(Loss) [as reported]

 

	Unaudited 6 months ended June 30,
USD'000, except earnings per share	2024		2023
Net sales	4,828		14,751
Cost of sales	(3,667)		(6,760)
Depreciation of production assets	(228)		(201)
Gross profit	933		7,790
Other operating income	-		9
Research & development expenses	(2,393)		(1,492)
Selling & marketing expenses	(2,653)		(2,441)
General & administrative expenses	(4,777)		(4,145)
Total operating expenses	(9,823)		(8,069)
Operating loss	(8,890)		(279)
Non-operating income	465		180
Gain / (loss) on debt extinguishment	(100)		-
Interest and amortization of debt discount	(557)		(143)
Non-operating expenses	(372)		(313)
Loss before income tax expense	(9,454)		(555)
Income tax (expense) / income	(1,304)		(320)
Net loss	(10,758)		(875)
Earnings per ordinary share (USD)
Basic	(0.37)		(0.06)
Diluted	(0.37)		(0.06)
Earnings per F share (USD)
Basic	(1.87)		(0.29)
Diluted	(1.87)		(0.29)
Other comprehensive income / (loss), net of tax:
Foreign currency translation adjustments	(8)		(4)
Other comprehensive loss	(8)		(4)
Comprehensive loss	(10,766)		(879)

 

The notes are an integral part of our consolidated financial statements.

 

 

 

 

Consolidated Balance Sheets [as reported]

 

	As at June 30,		As at December 31,
USD'000, except par value	2024 (unaudited)		2023 (unaudited)
ASSETS
Current assets
Cash and cash equivalents	18,858		6,895
Accounts receivable, net of allowance for credit losses	1,565		5,053
Inventories	2,772		5,231
Prepaid expenses	471		605
Government assistance	1,826		1,718
Other current assets	625		765
Total current assets	26,117		20,267
Noncurrent assets
Deferred income tax assets	1,775		3,077
Deferred tax credits	63		-
Property, plant and equipment, net of accumulated depreciation	3,013		3,230
Intangible assets, net of accumulated amortization	-		-
Operating lease right-of-use assets	1,181		1,278
Other noncurrent assets	85		83
Total noncurrent assets	6,117		7,668
TOTAL ASSETS	32,234		27,935
LIABILITIES
Current Liabilities
Accounts payable	6,904		6,963
Indebtedness to related parties, current	-		1,278
Deferred revenue, current	2		-
Current portion of obligations under operating lease liabilities	355		336
Income tax payable	-		2
Other current liabilities	34		138
Total current liabilities	7,295		8,717
Noncurrent liabilities
Bonds, mortgages and other long-term debt	1,734		1,654
Convertible note payable, noncurrent	9,313		1,519
Indebtedness to related parties, noncurrent	7,478		9,695
Operating lease liabilities, noncurrent	754		893
Employee benefit plan obligation	436		426
Total noncurrent liabilities	19,715		14,187
TOTAL LIABILITIES	27,010		22,904

 

 

 

 

Commitments and contingent liabilities
SHAREHOLDERS' EQUITY
Common stock - Ordinary Shares	227		154
Par value - USD 0.01
Authorized - 200,000,000 and 200,000,000
Issued and outstanding - 22,734,630 and 15,446,807
Common stock - F Shares	75		75
Par value - USD 0.05
Authorized - 10,000,000 and 10,000,000
Issued and outstanding - 1,499,700 and 1,499,700
Additional paid-in capital	35,616		24,730
Accumulated other comprehensive income / (loss)	776		784
Accumulated deficit	(31,470)		(20,712)
Total shareholders' equity	5,224		5,031
TOTAL LIABILITIES AND EQUITY	32,234		27,935

 

The notes are an integral part of our consolidated financial statements.

 

About SEALSQ

SEALSQ focuses on selling integrated solutions based on Semiconductors, PKI and Provisioning services, while developing Post-Quantum technology hardware and software products. Our solutions can be used in a variety of applications, from Multi-Factor Authentication tokens, Smart Energy, Smart Home Appliances, Medical and Healthcare and IT Network Infrastructure, to Automotive, Industrial Automation and Control Systems.

 

Post-Quantum Cryptography (PQC) refers to cryptographic methods that are secure against an attack by a quantum computer. As quantum computers become more powerful, they may be able to break many of the cryptographic methods that are currently used to protect sensitive information, such as RSA and Elliptic Curve Cryptography (ECC). PQC aims to develop new cryptographic methods that are secure against quantum attacks. For more information, please visit www.sealsq.com.

 

 

 

 

Forward-Looking Statements

This communication expressly or implicitly contains certain forward-looking statements concerning SEALSQ Corp and its businesses. Forward-looking statements include statements regarding our business strategy, financial performance, results of operations, market data, events or developments that we expect or anticipates will occur in the future, as well as any other statements which are not historical facts. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the expected success of our technology strategy and solutions for IoMT Security for Medical and Healthcare sectors, SEALSQ's ability to implement its growth strategies, SEALSQ's ability to continue beneficial transactions with material parties, including a limited number of significant customers; market demand and semiconductor industry conditions; and the risks discussed in SEALSQ's filings with the SEC. Risks and uncertainties are further described in reports filed by SEALSQ with the SEC.

 

SEALSQ Corp is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.

 

Press and Investor Contacts

SEALSQ Corp. Carlos Moreira Chairman & CEO Tel: [phone] [e-mail]

SEALSQ Investor Relations (US) The Equity Group Inc. Lena Cati Tel: [phone] / [e-mail] Katie Murphy Tel: [phone] / [e-mail]

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Financial Statements

 

of SEALSQ Corp

(unaudited)

 

 

As at June 30, 2024

 

 

1.   Condensed Consolidated Statements of Comprehensive Loss	2
2.   Condensed Consolidated Balance Sheets	3
3.   Condensed Consolidated Statements of Changes in Shareholders’ Equity	5
4.   Condensed Consolidated Statements of Cash Flows	6
5.   Notes to the Condensed Consolidated Financial Statements	7

 

F-1 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

1.

Condensed Consolidated Statements of Comprehensive Loss

 

 

	Unaudited 6 months ended June 30,				Note ref.
USD'000, except earnings per share	2024		2023
Net sales	4,828		14,751		23
Cost of sales	(3,667)		(6,760)
Depreciation of production assets	(228)		(201)
Gross profit	933		7,790
Other operating income	-		9
Research & development expenses	(2,393)		(1,492)
Selling & marketing expenses	(2,653)		(2,441)
General & administrative expenses	(4,777)		(4,145)
Total operating expenses	(9,823)		(8,069)
Operating loss	(8,890)		(279)
Non-operating income	465		180		25
Gain / (loss) on debt extinguishment	(100)		-
Interest and amortization of debt discount	(557)		(143)		18
Non-operating expenses	(372)		(313)		26
Loss before income tax expense	(9,454)		(555)
Income tax expense	(1,304)		(320)		27
Net loss	(10,758)		(875)
Earnings per Ordinary Share (USD)
Basic	(0.37)		(0.06)		29
Diluted	(0.37)		(0.06)		29
Earnings per F Share (USD)
Basic	(1.87)		(0.29)		29
Diluted	(1.87)		(0.29)		29
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(8)		(4)
Other comprehensive loss	(8)		(4)
Comprehensive loss	(10,766)		(879)

  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

F-2 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

2.

Condensed Consolidated Balance Sheets

 

	As at June 30,		As at December 31,		Note ref.
USD'000, except par value	2024 (unaudited)		2023 (unaudited)
ASSETS
Current assets
Cash and cash equivalents	18,858		6,895		7
Accounts receivable, net of allowance for credit losses	1,565		5,053		8
Inventories	2,772		5,231		9
Prepaid expenses	471		605
Government assistance	1,826		1,718		10
Other current assets	625		765		11
Total current assets	26,117		20,267
Noncurrent assets
Deferred income tax assets	1,775		3,077		27
Deferred tax credits	63		-
Property, plant and equipment, net of accumulated depreciation	3,013		3,230		12
Intangible assets, net of accumulated amortization	-		-		13
Operating lease right-of-use assets	1,181		1,278		14
Other noncurrent assets	85		83		15
Total noncurrent assets	6,117		7,668
TOTAL ASSETS	32,234		27,935
LIABILITIES
Current Liabilities
Accounts payable	6,904		6,963		16
Indebtedness to related parties, current	-		1,278		19
Deferred revenue, current	2		-		23
Current portion of obligations under operating lease liabilities	355		336		14
Income tax payable	-		2
Other current liabilities	34		138		17
Total current liabilities	7,295		8,717
Noncurrent liabilities
Bonds, mortgages and other long-term debt	1,734		1,654		18
Convertible note payable, noncurrent	9,313		1,519		18
Indebtedness to related parties, noncurrent	7,478		9,695		19
Operating lease liabilities, noncurrent	754		893		14
Employee benefit plan obligation	436		426		20
Total noncurrent liabilities	19,715		14,187
TOTAL LIABILITIES	27,010		22,904

 

F-3 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

	As at June 30,		As at December 31,		Note ref.
USD'000, except par value	2024 (unaudited)		2023 (unaudited)

 

Commitments and contingent liabilities					21
SHAREHOLDERS' EQUITY
Common stock - Ordinary Shares	227		154		22
Par value - USD 0.01
Authorized - 200,000,000 and 200,000,000
Issued and outstanding - 22,734,630 and 15,446,807
Common stock - F Shares	75		75		22
Par value - USD 0.05
Authorized - 10,000,000 and 10,000,000
Issued and outstanding - 1,499,700 and 1,499,700
Additional paid-in capital	35,616		24,730
Accumulated other comprehensive income / (loss)	776		784
Accumulated deficit	(31,470)		(20,712)
Total shareholders' equity	5,224		5,031
TOTAL LIABILITIES AND EQUITY	32,234		27,935

  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

F-4 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

3.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

 

	Unaudited 6 months ended June 30,
USD'000 (except for share numbers)	Number of Ordinary Shares	Number of F Shares	Share Capital	Additional paid-in capital	Accumulated deficit		Accumulated other comprehensive income / (loss)		Total equity (deficit)
As at December 31, 2022	7,501,400	1,499,700	150	16,731	(17,444)		775	(a)	212
Reverse recapitalization under common control	100	—	-	(188)	-		-		(188)
Indebtedness to related parties	-	-	-	209	-		-		209
Comprehensive income / (loss)	-	-	-	-	(874)	(a)	(4)		(878)
As at June 30, 2023	7,501,500	1,499,700	150	16,752	(18,318)		771		(645)
As at December 31, 2023	15,446,807	1,499,700	229	24,730	(20,712)		784		5,031
Stock-based compensation	-	-	-	42	-		-		42
L1 SPA	3,317,719	-	33	5,057	-		-		5,090
Anson SPA	3,970,104	-	40	5,787	-		-		5,827
Comprehensive income / (loss)	-	-	-	-	(10,758)		(8)		(10,766)
As at June 30, 2024	22,734,630	1,499,700	302	35,616	(31,470)		776		5,224
(a)  Adjusted for rounding

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

F-5 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

4.

Condensed Consolidated Statements of Cash Flows

 

		Unaudited 6 months ended June 30,
USD'000		2024		2023
Cash Flows from operating activities:
Net loss		(10,758)		(875)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of property, plant & equipment		301		273
Amortization of intangible assets		-		1
Interest and amortization of debt discount		557		143
Loss on debt extinguishment		100		-
Inventory valuation allowance		243		257
Bad debt expense		19		-
Income tax expense, net of cash paid		1,304		320
Other non-cash expenses / (income)
Expenses settled in equity		131		-
Unrealized and non-cash foreign currency transactions		(42)		-
Changes in operating assets and liabilities, net of effects of businesses acquired
Decrease (increase) in accounts receivables		3,488		(1,252)
Decrease (increase) in inventories		2,108		(2,081)
Decrease (increase) in other current assets and prepaids, net		275		(52)
Decrease (increase) in government assistance		(107)		(488)
Decrease (increase) in other noncurrent assets, net		(2)		(5)
Increase (decrease) in accounts payable		(58)		2,095
Increase (decrease) in deferred revenue, current		2		-
Increase (decrease) in income taxes payable		(2)		(2)
Increase (decrease) in other current liabilities		(105)		77
Increase (decrease) in defined benefit pension liability		10		33
Increase (decrease) in interest on debt owed to related parties		(35)		-
Increase (decrease) in net balance owed to shareholders and their affiliates, excluding debt and interest on debt		(2,218)		658
Net cash provided by (used in) operating activities		(4,789)		(898)
Cash Flows from investing activities:
Sale (acquisition) of property, plant and equipment		(89)		(1,677)
Net cash provided by (used in) investing activities		(89)		(1,677)
Cash Flows from financing activities:
Proceeds from debt		-		209
Repayment of indebtedness to related parties		(1,407)		-
Payment of debt issue costs		(1,217)		-
Proceeds from convertible loan issuance		19,350		-
Net cash provided by (used in) financing activities		16,726		209
Effect of exchange rate changes on cash and cash equivalents		115		169
Cash and cash equivalents
Net increase (decrease) during the period		11,963		(2,197)
Balance, beginning of period		6,895		4,057
Cash and cash equivalents balance, end of period		18,858	1,860
Supplemental cash flow information
Cash paid for incomes taxes		-		-
Non-cash conversion of convertible loans into common stock		10,725		-
ROU assets obtained from operating lease		62		65

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

F-6 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

5.

Notes to the Condensed Consolidated Financial Statements

 

Note 1.       The SEALSQ Group

 

SEALSQ Corp, together with its consolidated subsidiaries (“SEALSQ” or the “Group” or the “SEALSQ Group”), has its headquarters in Tortola, BVI. SEALSQ Corp, the parent of the SEALSQ Group, was incorporated in April 2022 and is listed on the NASDAQ Capital Market exchange with the valor symbol “LAES” since May 23, 2023.

 

On January 1, 2023, SEALSQ Corp acquired SEALSQ France (formerly WISeKey Semiconductors SAS), a private joint stock company (French Simplified Joint Stock Company), and its subsidiaries. Prior to that acquisition, SEALSQ did not have any operations. As further described in the notes below, the acquisition qualified as a reverse recapitalization.

 

SEALSQ designs, develops and markets secure semiconductors worldwide as a fabless manufacturer. It provides added security and authentication layers on its semiconductors which can be tailored to customers’ needs. As an advanced chip designer, the Group holds the intellectual property (IP) for the semiconductors it sells.

 

SEALSQ is also accredited as a Product Attestation Authority (PAA) and, as such, can issue MATTER Device Attestation Certificates (DAC).

 

The Group anticipates being able to generate profits in the near future thanks to the increased focus on the security and authentication of IT components and networks.

 

Note 2.       Future operations and going concern

 

The Group recorded a loss from operations in this reporting period and the accompanying condensed consolidated financial statements have been prepared assuming that the Group will continue as a going concern.

 

The Group incurred a net operating loss of USD 8.9 million in the six months ended June 30, 2024 and had positive working capital of USD 18.8 million as at June 30, 2024, calculated as the difference between current assets and current liabilities. Based on the Group’s cash projections up to September 30, 2025, SEALSQ has sufficient liquidity to fund operations.

 

We note that, historically, the Group has been dependent on financing to augment the operating cash flow to cover its cash requirements.

 

Based on the foregoing, Management believe it is correct to present these figures on a going concern basis.

 

Note 3.       Basis of presentation

 

The condensed consolidated financial statements are prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (“US GAAP”) as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). All amounts are in United States dollars (“USD”) unless otherwise stated.

 

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Group’s annual financial statements for the year ended December 31, 2023, as filed in the 20-F on March 21, 2024.

 

The Group’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting policies applied in the annual consolidated financial statements of the Group as of December 31, 2023, contained in the Group’s Annual Report have been applied consistently in these unaudited condensed consolidated financial statements.

 

Note 4.       Summary of significant accounting policies

  

Recent Accounting Pronouncements

  

Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated:

 

As of January 1, 2024, the Group adopted Accounting Standards Update (ASU) 2023-01 Leases (Topic 842): Common Control Arrangements which requires all companies to amortize leasehold improvements associated with common control leases over the asset’s useful life to the common control group regardless of the lease term. ASU 2023-01 requires leasehold improvements associated with leases between entities under common control to be amortized over the useful life of the improvements until the lessee ceases to control the use of the underlying asset through a lease, at which time the remaining value of the leasehold improvement would be accounted for as a transfer between entities under common control.

 

There was no impact on the Group's results upon adoption of the standard.

 

F-7 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

New FASB Accounting Standard to be adopted in the future:

 

In November 2023, the FASB issued ASU No 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances current segment disclosures and requires additional disclosures of significant segment expenses.

 

Summary: The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

 

Effective Date: ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted.

 

The Group expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

 

Summary: The intent of this standard is to enhance the decision usefulness of income tax disclosures. The standard applies to all entities subject to ASC Topic 740, Income Taxes. In addition, entities will be required to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes. They will also disclose the amount of income taxes paid (net of refunds) disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. The standard also outlines additional disclosure requirements for all entities and specific updates for public business entities.

 

Effective Date: ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted.

 

The Group expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact.

 

Note 5.       Concentration of credit risks

 

Financial instruments that are potentially subject to credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Our cash is held with large financial institutions. Management believes that the financial institutions that hold our investments are financially sound and accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits.

 

The Group sells to large, international customers and, as a result, may maintain individually significant trade accounts receivable balances with such customers during the year. We generally do not require collateral on trade accounts receivable. Summarized below are the clients whose revenue were 10% or higher than the respective total consolidated net sales for the 6 months ended June 30, 2024 or 2023, and the clients whose trade accounts receivable balances were 10% or higher than the respective total consolidated trade accounts receivable balance as at June 30, 2024 and, or December 31, 2023. In addition, we note that some of our clients are contract manufacturers for the same companies; should these companies reduce their operations or change contract manufacturers, this would cause a decrease in our customer orders which would adversely affect our operating results.

 

	Revenue concentration (% of total net sales)			Receivables concentration  (% of total accounts receivable)
	Unaudited 6 months ended June 30,			As at June 30,	As at December 31,
	2024	2023		2024 (unaudited)	2023
Multinational electronics contract manufacturing company	4%	22%		-	15%
Multinational telecommunication & hardware manufacturing company	-	-		-	12%
International digital security company	1%	12%		-	-
International software services provider	1%	5%		-	14%
International computer and hardware manufacturer	22%	3%		65%	12%
International equipment and software manufacturer	-	3%		-	19%
International electronic components manufacturer	12%	8%		-	-

 

F-8 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

Note 6.       Fair value measurements

 

ASC 820 establishes a three-tier fair value hierarchy for measuring financial instruments, which prioritizes the inputs used in measuring fair value. These tiers include:

·  Level 1, defined as observable inputs such as quoted prices in active markets;

·  Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

·  Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

	As at June 30, 2024 (unaudited)			As at December 31, 2023			Fair value level
USD'000	Carrying amount	Fair value		Carrying amount	Fair value			Note ref.
Fair Value of Financial Instruments
Accounts receivable	1,565	1,565		5,053	5,053		3	8
Accounts payable	6,904	6,904		6,963	6,963		3	16
Indebtedness to related parties, current	-	-		1,278	1,278		3	19
Bonds, mortgages and other long-term debt	1,734	1,734		1,654	1,654		3	18
Convertible note payable, noncurrent	9,313	10,413		1,519	1,846		3	18
Indebtedness to related parties, noncurrent	7,478	7,478		9,695	9,695		3	19

 

 

In addition to the methods and assumptions we use to record the fair value of financial instruments as discussed in the Fair Value Measurements section above, we used the following methods and assumptions to estimate the fair value of our financial instruments:

-

Accounts receivable – carrying amount approximated fair value due to their short-term nature.

-

Accounts payable – carrying amount approximated fair value due to their short-term nature.

-

Indebtedness to related parties, current – carrying amount approximated fair value.

-

Bonds, mortgages and other long-term debt - carrying amount approximated fair value.

-

Convertible note payable, noncurrent – fair value is calculated based on the present value of the future cash flows as of the reporting date.

-

Indebtedness to related parties, noncurrent - carrying amount approximated fair value.

 

Note 7.       Cash and cash equivalents

 

Cash consists of deposits held at major banks.

 

Note 8.       Accounts receivable

 

The breakdown of the accounts receivable balance is detailed below:

 

	As at June 30,		As at December 31,
USD'000	2024 (unaudited)		2023
Trade accounts receivable	1,634		5,103
Allowance for credit losses	(69)		(50)
Total accounts receivable net of allowance for credit losses	1,565		5,053

 

Note 9.       Inventories

 

Inventories consisted of the following:

 

	As at June 30,		As at December 31,
USD'000	2024 (unaudited)		2023
Raw materials	635		1,025
Work in progress	151		4,206
Finished goods	1,986		-
Total inventories	2,772		5,231

  

F-9 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

Note 10.        Government assistance

 

SEALSQ France SAS (formerly WISeKey Semiconductors SAS) is eligible for research tax credits provided by the French government. As at June 30, 2024, and December 31, 2023, the receivable balances in respect of these research tax credits owed to the Group were respectively USD 1,825,698 and USD 1,718,248. The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event occurs first. The balance as at June 30, 2024 is the aggregate of USD 749,860 (at closing rate) tax credit earned in relation to the six month period ended June 30, 2024 and USD 1,075,838 (at closing rate) in relation to the year 2023. Refundable R&D tax credits are considered to be government assistance in line with ASC 832.

 

Note 11.      Other current assets

 

Other current assets consisted of the following:

 

	As at June 30,		As at December 31,
USD'000	2024 (unaudited)		2023
Value-Added Tax Receivable	390		415
Advanced payment to suppliers	209		346
Deposits, current	5		4
Other current assets	21		-
Total other current assets	625		765

 

Note 12.       Property, plant and equipment

 

Property, plant and equipment, net consisted of the following:

 

	As at June 30,		As at December 31,
USD'000	2024 (unaudited)		2023
Machinery & equipment	13,309		13,275
Office equipment and furniture	2,321		2,321
Computer equipment and licenses	760		710
Total property, plant and equipment gross	16,390		16,306
Accumulated depreciation for:
Machinery & equipment	(10,476)		(10,241)
Office equipment and furniture	(2,300)		(2,279)
Computer equipment and licenses	(601)		(556)
Total accumulated depreciation	(13,377)		(13,076)
Total property, plant and equipment, net	3,013		3,230
Depreciation charge for the 6 months ended June 30,	301		273

  

In the six months ended June 30, 2024, SEALSQ Corp did not identify any events or changes in circumstances indicating that the carrying amount of any asset may not be recoverable. As a result, the Group did not record any impairment charge on Property, plant and equipment in the six months ended June 30, 2024.

 

The useful economic life of property plant and equipment is as follow:

·

Office equipment and furniture:

2 to 5 years

·

Production masks

5 years

·

Production tools

3 years

·

Licenses

3 years

·

Software

1 year

F-10 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

Note 13.       Intangible assets

 

Intangible assets and future amortization expenses consisted of the following:

 

	As at June 30,		As at December 31,
USD'000	2024 (unaudited)		2023
Intangible assets subject to amortization:
Patents	2,281		2,281
License agreements	1,699		1,699
Other intangibles	923		923
Total intangible assets gross	4,903		4,903
Accumulated amortization for:
Patents	(2,281)		(2,281)
License agreements	(1,699)		(1,699)
Other intangibles	(923)		(923)
Total accumulated amortization	(4,903)		(4,903)
Total intangible assets subject to amortization, net	-		-
Total intangible assets, net	-		-
Amortization charge for the 6 months ended June 30,	-		1

 

The useful economic life of intangible assets is as follow:

·

Patents:

5 to 10 years

·

License agreements:

1 to 3 years

·

Other intangibles:

5 years

 

Note 14.       Leases

 

The Group has historically entered into a number of lease arrangements under which it is the lessee. As at June 30, 2024, the SEALSQ Group holds four operating leases. The operating leases relate to premises. We do not sublease. All of our operating leases include multiple optional renewal periods which are not reasonably certain to be exercised.

 

During the six months ended June 30, 2024 and 2023, we recognized rent expenses associated with our leases as follows:

 

	Unaudited 6 months ended June 30,
USD'000	2024		2023
Operating lease cost:
Fixed rent expense	171		172
Short-term lease cost	-		-
Net lease cost	171		172
Lease cost - Cost of sales	-		-
Lease cost - General & administrative expenses	171		172
Net lease cost	171		172

 

F-11 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

In the six months ended June 30, 2024, and in the year ended December 31, 2023, we had the following cash and non-cash activities associated with our leases:

 

	As at June 30,		As at December 31,
USD'000	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	169		314
Non-cash investing and financing activities:
Net lease cost	171		172
Additions to ROU assets obtained from:
New operating lease liabilities	62		66

  

The following table provides the details of right-of-use assets and lease liabilities as at June 30, 2024, and as at December 31, 2023:

 

	As at June 30, 2024	As at December 31, 2023
USD'000
Right-of-use assets:
Operating leases	1,181	1,278
Total right-of-use assets	1,181	1,278
Lease liabilities:
Operating leases	1,109	1,229
Total lease liabilities	1,109	1,229

  

As at June 30, 2024, future minimum annual lease payments were as follows, which corresponds to the future minimum lease payments under legacy ASC 840 in line with ASU 2018-11.

 

	USD'000	USD'000	USD'000	USD'000
Year	Operating	Short-term	Finance	Total
2024	170	-	-	170
2025	332	-	-	332
2026	303	-	-	303
2027	298	-	-	298
2028 and beyond	163	-	-	163
Total future minimum lease payments	1,266	-	-	1,266
Less effects of discounting	(157)	-	-	(157)
Lease liabilities recognized	1,109	-	-	1,109

  

As at June 30, 2024 the weighted-average remaining lease term was 3.95 years for operating leases.

 

For our operating leases, we calculated an estimate rate based upon the estimated incremental borrowing rate of the entity holding the lease. The weighted average discount rate associated with operating leases as at June 30, 2024 was 5.43%.

 

Note 15.       Other noncurrent assets

 

Other noncurrent assets consisted of noncurrent deposits. Deposits are primarily made up of rental deposits on the premises rented by the Group.

  

F-12 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

Note 16.       Accounts payable

 

The accounts payable balance consisted of the following:

 

	As at June 30,		As at December 31,
USD'000	2024 (unaudited)		2023
Trade creditors	2,470		3,299
Accounts payable to shareholders	1,982		1,378
Accounts payable to Board Members	224		-
Accounts payable to underwriters, promoters, and employees	812		1,150
Other accounts payable	1,416		1,136
Total accounts payable	6,904		6,963

  

Accounts payable to shareholders consist of short-term payables due to WISeKey International Holding AG in relation to interest on outstanding loans and the recharge of management services (see Notes 19 and 30).

 

Accounts payable to underwriters, promoters and employees consist primarily of payable balances to employees in relation to holidays, bonus and 13th month accruals across the Group.

 

Other accounts payable are mostly accruals of social charges in relation to the accrued liability to employees.

 

Note 17.       Other current liabilities

 

Other current liabilities consisted of the following:

 

	As at June 30,		As at December 31,
USD'000	2024 (unaudited)		2023
Other tax payable	6		13
Customer contract liability, current	28		125
Total other current liabilities	34		138

 

Note 18.       Bonds, mortgages and other long-term debt

 

Production Capacity Investment Loan Agreement

 

In November 2022, SEALSQ entered into a loan agreement with a third-party client to borrow funds for the purpose of increasing their production capacity.  Under the terms of the Agreement, the client has lent to SEALSQ a total of USD 2 million. The loan will be reimbursed by way of a volume rebate against future sales volumes of certain products from the SEALSQ Group to the client during the period from July 1, 2023, through to December 31, 2025.  The volume rebate is based upon quarterly sales volumes in excess of a base limit on a yearly projected basis. Any amount still outstanding as at December 31, 2025 shall fall due for repayment on that date.  The loan does not bear any interest and there were no fees or costs attributed to the loan.

 

At inception in November 2022, a debt discount totaling USD 511,128 was booked to additional paid-in capital. 

 

As at June 30, 2024, SEALSQ has not repaid any amount. The loan balance remains USD 2 million with an unamortized debt discount balance of USD 266,044, thus leaving a carrying value of USD 1,733,956.

 

The Group recorded a debt discount amortization expense of USD 80,160 in the six months ended June 30, 2024.

 

Share Purchase Agreement with L1 Capital Global Opportunities Master Fund

 

On July 11, 2023, the Group entered into a Securities Purchase Agreement (the “L1 SPA”) with L1 Capital Global Opportunities Master Fund Ltd (“L1”) pursuant to which L1 may enter into a private placement of up to a maximum amount of USD 10 million, divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 30 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily volume weighted average price (“VWAP”) of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 2.50. The covenants include the requirement for the Group to maintain a minimum cash balance of USD 4 million and to ensure that indebtedness of the Group does not exceed 15% of the average market capitalization.

 

F-13 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

Due to L1’s option to convert the loan in part or in full at any time before maturity, the L1 SPA was assessed as a share-settled debt instrument with an embedded put option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that L1 will predominantly receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the L1 SPA was accounted for as a liability measured at fair value using the discounted cash flow method at inception.

 

Additionally, per the terms of the L1 SPA, upon each tranche closing under the L1 SPA, SEALSQ will grant L1 the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 30, which may reset at 120% of the closing VWAP on the six-month anniversary of the tranche closing date. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the Ordinary Shares of SEALSQ on the trading day immediately preceding the tranche closing date. Each warrant agreement has a 5-year exercise period starting on the relevant tranche closing date. In line with ASC 470-20-25-2, for each tranche closing, the proceeds from the convertible notes with a detachable warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model and the market price of the Ordinary Shares on the tranche closing date. The fair value of the debt is calculated using the discounted cash flow method.

 

The first tranche of USD 5 million was funded on July 12, 2023, by L1. SEALSQ issued to L1 (i) a Senior Original Issue 4% Discount Convertible Promissory Note of USD 5 million (the “First L1 Note”), convertible into SEALSQ’s Ordinary Shares, and (ii) 122,908 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity (the “First L1 Warrant”). SEALSQ also created a capital reserve of 8,000,000 Ordinary Shares from its duly authorized Ordinary Shares for issuance under the First L1 Note and the First L1 Warrant. Debt issue costs made up of legal expenses totaling USD 114,832 and a commission of USD 250,000 to the placement agent were due upon issuance of the First L1 Note, and a fee of USD 200,000 representing 4% of the principal value of the First L1 Note was paid to L1 at closing.

 

The First L1 Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 632,976 using the Black-Scholes model and the market price of the Ordinary Shares of SEALSQ on the date of grant of USD 11.42. The fair value of the debt was calculated using the discounted cash flow method as USD 4,987,363. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 563,112, with the credit entry recorded in additional paid-in capital (“APIC”), and the debt issue costs created a debt discount on the debt host in the amount of USD 323,744 and a debit to APIC of USD 41,088. Including the fee paid to L1, a total debt discount of USD 1,086,856 was recorded against the First L1 Note’s principal amount.

 

During the year ended December 31, 2023, L1 converted a total of USD 4 million of the First L1 Note, resulting in the delivery of a total of 3,940,630 Ordinary Shares of SEALSQ. A debt discount charge of USD 210,290 was amortized to the income statement and unamortized debt discounts totaling USD 705,572 were booked to APIC on conversions in line with ASC 470-02-40-4.

 

On January 9, 2024, SEALSQ and L1 entered into an Amendment to the Securities Purchase Agreement (the “First L1 Amendment”), to amend some of the original terms and conditions of the L1 SPA. As per the First L1 Amendment, L1 may enter into a private placement of up to a maximum amount of USD 10 million, divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 4 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55.

 

Additionally, per the terms of the L1 Amendment, upon each tranche closing under the L1 SPA, SEALSQ will grant L1 the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 4, with no option to reset. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the Ordinary Shares of SEALSQ on the trading day immediately preceding the tranche closing date.

 

The second tranche of USD 5 million was funded on January 11, 2024, by L1. SEALSQ issued to L1 (i) a Senior Original Issue 4% Discount Convertible Promissory Note of USD 5 million (the “Second L1 Note”), convertible into SEALSQ’s Ordinary Shares, and (ii) 1,144,339 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity (the “Second L1 Warrant”). SEALSQ also created a capital reserve of 45,000,000 Ordinary Shares from its duly authorized Ordinary Shares for issuance under the Second L1 Note and the Second L1 Warrant. Debt issue costs made up of legal expenses totaling USD 70,279 and a commission of USD 250,000 to the placement agent were due upon issuance of the Second L1 Note, and a fee of USD 200,000 representing 4% of the principal value of the Second L1 Note was paid to L1 at closing.

 

The Second L1 Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 709,490 using the Black-Scholes model and the market price of the Ordinary Shares of SEALSQ on the date of grant of USD 1.60. The fair value of the debt was calculated using the discounted cash flow method as USD 4,594,061. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 668,882, with the credit entry recorded in APIC, and the debt issue costs created a debt discount on the debt host in the amount of USD 277,433 and a debit to APIC of USD 42,846. Including the fee paid to L1, a total debt discount of USD 1,146,315 was recorded against the Second L1 Note’s principal amount.

 

On March 1 ,2024, SEALSQ and L1 entered into the Second Amendment to the Securities Purchase Agreement (the “Second L1 Amendment”), to amend some of the terms and conditions of the L1 SPA. As per the Second L1 Amendment, L1 may enter into a private placement of up to a maximum amount of USD 10 million, divided into two equal tranches, in the form of Senior Unsecured Original Issue 2.5% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 5.5 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 93% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55.

 

F-14 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

Additionally, per the terms of the L1 Second Amendment, upon each tranche closing under the L1 SPA, SEALSQ will grant L1 the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 5.5, with no option to reset. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the Ordinary Shares of SEALSQ on the trading day immediately preceding the tranche closing date.

 

The third tranche of USD 5 million was funded on March 1, 2024, by L1. SEALSQ issued to L1 (i) a Senior Original Issue 2.5% Discount Convertible Promissory Note of USD 5 million (the “Third L1 Note”), convertible into SEALSQ’s Ordinary Shares, and (ii) 768,679 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity (the “Third L1 Warrant”). Debt issue costs made up of legal expenses totaling USD 53,184 and a commission of USD 250,000 to the placement agent were due upon issuance of the Third L1 Note, and a fee of USD 125,000 representing 2.5% of the principal value of the Third L1 Note was paid to L1 at closing.

 

The Third L1 Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 553,449 using the Black-Scholes model and the market price of the Ordinary Shares of SEALSQ on the date of grant of USD 1.98. The fair value of the debt was calculated using the discounted cash flow method as USD 4,549,701. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 542,262, with the credit entry recorded in APIC, and the debt issue costs created a debt discount on the debt host in the amount of USD 270,303 and a debit to APIC of USD 32,881. Including the fee paid to L1, a total debt discount of USD 937,565 was recorded against the First L1 Note’s principal amount.

 

During the six months ended June 30, 2024, L1 converted a total of USD 1 million of the First L1 Note and USD 3.9 million of the Second L1 Note, resulting in the delivery of a total of 3,317,720 Ordinary Shares of SEALSQ. A debt discount charge of USD 246,825 was amortized to the income statement and unamortized debt discounts totaling USD 1,009,178 were booked to APIC on conversion in line with ASC 470-02-40-4.

 

As at June 30, 2024, the unconverted balance was USD 1.1 million on the Second L1 Note and USD 5 million on the Third L1 note, and the unamortized debt discount balance was USD 998,871, hence a carrying value of USD 5,101,129.

 

Share Purchase Agreement with Anson Investments Master Fund

 

On July 11, 2023, the Group entered into a Securities Purchase Agreement (the “Anson SPA”) with Anson Investments Master Fund LP (“Anson”) pursuant to which Anson may enter into a private placement of up to a maximum amount of USD 10 million, divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) USD 30 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily VWAP of the Ordinary Shares during the ten trading days immediately preceding the notice of partial or full conversion of the Note, with a floor price of USD 2.50. The covenants include the requirement for the Group to maintain a minimum cash balance of USD 4 million and to ensure that indebtedness of the Group does not exceed 15% of the average market capitalization.

 

Due to Anson’s option to convert the loan in part or in full at any time before maturity, the Anson SPA was assessed as a share-settled debt instrument with an embedded put option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that Anson will predominantly receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Anson SPA was accounted for as a liability measured at fair value using the discounted cash flow method at inception.

 

Additionally, per the terms of the Anson SPA, upon each tranche closing under the Anson SPA, SEALSQ will grant Anson the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 30, which may reset at 120% of the closing VWAP on the six-month anniversary of the tranche closing date. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the Ordinary Shares of SEALSQ on the trading day immediately preceding the tranche closing date. Each warrant agreement has a 5-year exercise period starting on the relevant tranche closing date. In line with ASC 470-20-25-2, for each tranche closing, the proceeds from the convertible notes with a detachable warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model and the market price of the Ordinary Shares on the tranche closing date. The fair value of the debt is calculated using the discounted cash flow method.

 

The first tranche of USD 5 million was funded on July 12, 2023, by Anson. SEALSQ issued to Anson (i) a Senior Original Issue 4% Discount Convertible Promissory Note of USD 5 million (the “First Anson Note”), convertible into SEALSQ’s Ordinary Shares, and (ii) 122,908 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity (the “First Anson Warrant”). SEALSQ also created a capital reserve of 8,000,000 Ordinary Shares from its duly authorized Ordinary Shares for issuance under the First Anson Note and the First Anson Warrant. Debt issue costs made up of legal expenses totaling USD 64,832 and a commission of USD 250,000 to the placement agent were due upon issuance of the First Anson Note, and a fee of USD 200,000 representing 4% of the principal value of the First Anson Note was paid to Anson at closing.

 

The First Anson Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 632,976 using the Black-Scholes model and the market price of the Ordinary Shares of SEALSQ on the date of grant of USD 11.42. The fair value of the debt was calculated using the discounted cash flow method as USD 4,987,363. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 563,112, with the credit entry recorded in APIC, and the debt issue costs created a debt discount on the debt host in the amount of USD 279,375 and a debit to APIC of USD 35,457. Including the fee paid to Anson, a total debt discount of USD 1,042,487 was recorded against the First Anson Note’s principal amount.

 

F-15 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

During the year ended December 31, 2023, Anson converted a total of USD 4,175,000 of the First Anson Note, resulting in the delivery of a total of 3,996,493 Ordinary Shares of SEALSQ. A debt discount charge of USD 198,984 was amortized to the income statement and unamortized debt discounts totaling USD 708,062 were booked to APIC on conversions in line with ASC 470-02-40-4.

 

Additionally, on July 10, 2023, the Group issued 8,184 new Ordinary Shares to Anson as a result of a share ledger correction, thus a total delivery for the year of 4,004,677 Ordinary Shares.

 

On January 9, 2024, SEALSQ and Anson entered into an Amendment to the Securities Purchase Agreement (the “First Anson Amendment”), to amend some of the original terms and conditions of the Anson SPA. As per the First Anson Amendment, Anson may enter into a private placement of up to a maximum amount of USD 10 million, divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 4 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55.

 

Additionally, per the terms of the Anson Amendment, upon each tranche closing under the Anson SPA, SEALSQ will grant Anson the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 4, with no option to reset. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the Ordinary Shares of SEALSQ on the trading day immediately preceding the tranche closing date.

 

The Second tranche of USD 5 million was funded on January 10, 2024, by Anson. SEALSQ issued to Anson (i) a Senior Original Issue 4% Discount Convertible Promissory Note of USD 5 million (the “Second Anson Note”), convertible into SEALSQ’s Ordinary Shares, and (ii) 1,144,339 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity (the “Second Anson Warrant”). SEALSQ also created a capital reserve of 45,000,000 Ordinary Shares from its duly authorized Ordinary Shares for issuance under the Second Anson Note and the Second Anson Warrant. Debt issue costs made up of legal expenses totaling USD 55,279 and a commission of USD 250,000 to the placement agent were due upon issuance of the Second Anson Note, and a fee of USD 200,000 representing 4% of the principal value of the Second Anson Note was paid to Anson at closing.

 

The Second Anson Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 709,490 using the Black-Scholes model and the market price of the Ordinary Shares of SEALSQ on the date of grant of USD 1.60. The fair value of the debt was calculated using the discounted cash flow method as USD 4,594,171. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 668,868, with the credit entry recorded in APIC, and the debt issue costs created a debt discount on the debt host in the amount of USD 264,441 and a debit to APIC of USD 40,838. Including the fee paid to Anson, a total debt discount of USD 1,133,309 was recorded against the Second Anson Note’s principal amount.

 

On March 1, 2024, SEALSQ and Anson signed a second Amendment to Securities Purchase Agreement (the “Second Anson Amendment”), to amend some of the terms and conditions of the Anson SPA. As per the Second Anson Amendment, Anson may enter into a private placement of up to a maximum amount of USD 10 million, divided into two equal tranches, in the form of Senior Unsecured Original Issue 2.5% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 5.5 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 93% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55.

 

Additionally, per the terms of the Anson Second Amendment, upon each tranche closing under the Anson SPA, SEALSQ will grant Anson the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 5.5, with no option to reset. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the Ordinary Shares of SEALSQ on the trading day immediately preceding the tranche closing date.

 

The Third tranche of USD 5 million was funded on March 1, 2024, by Anson. SEALSQ issued to Anson (i) a Senior Original Issue 2.5% Discount Convertible Promissory Note of USD 5 million (the “Third Anson Note”), convertible into SEALSQ’s Ordinary Shares, and (ii) 768,679 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity (the “Third Anson Warrant”). Debt issue costs made up of legal expenses totaling USD 38,184 and a commission of USD 250,000 to the placement agent were due upon issuance of the Third Anson Note, and a fee of USD 125,000 representing 2.5% of the principal value of the Third Anson Note was paid to Anson at closing.

 

The Third Anson Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 553,449 using the Black-Scholes model and the market price of the Ordinary Shares of SEALSQ on the date of grant of USD 1.98. The fair value of the debt was calculated using the discounted cash flow method as USD 4,549,701. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 542,262, with the credit entry recorded in APIC, and the debt issue costs created a debt discount on the debt host in the amount of USD 256,930 and a debit to APIC of USD 31,254. Including the fee paid to Anson, a total debt discount of USD 924,192 was recorded against the Third Anson Note’s principal amount.

 

F-16 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

During the six months ended June 30, 2024, Anson converted a total of USD 825,000 of the First Anson Note, and USD 5 million of the Second Anson Note, resulting in the delivery of a total of 3,970,104 Ordinary Shares of SEALSQ. A debt discount charge of USD 200,923 was amortized to the income statement and unamortized debt discounts totaling USD 1,204,299 were booked to APIC on conversion in line with ASC 470-02-40-4.

 

As at June 30, 2024, the unconverted balance on the Third Anson Note was USD 5 million and the unamortized debt discount balance was USD 787,720, hence a carrying value of USD 4,212,280.

 

Note 19.       Indebtedness to related parties

  

On October 1, 2016, the SEALSQ Group entered into a Revolving Credit Agreement (the “Revolving Credit”) with its parent WISeKey International Holding Ltd to borrow funds within a credit period starting on October 1, 2016, and ending on December 31, 2017, when all outstanding funds would become immediately due and payable. Outstanding loan amounts under the Revolving Credit bore an interest rate of 3% per annum. Repayments before the end of the credit period were permitted. On November 1, 2017, the Group and WISeKey entered into the First Amendment to the Revolving Credit Agreement extending the credit period by 2 years to December 31, 2019. On March 16, 2021, the Group and WISeKey entered into the Second Amendment to the Revolving Credit Agreement extending the credit period by another 2 years to December 31, 2022. On November 1, 2022, the Group and WISeKey entered into the Third Amendment to the Revolving Credit Agreement pursuant to which the interest rate was amended to 2.5% per annum.

 

On April 1, 2019, the SEALSQ Group entered into a loan agreement with WISeCoin AG, an affiliate of WISeKey, pursuant to which WISeCoin AG commits to loan EUR 250,000 to the SEALSQ Group, at an interest rate of 3% per annum, amended to 2.5% on November 3, 2022. The loan has no maturity date.

 

On October 1, 2019, the SEALSQ Group entered into a loan agreement with WISeCoin AG pursuant to which WISeCoin AG commits to loan USD 2,750,000 to the SEALSQ Group, at an interest rate of 3% per annum, amended to 2.5% on November 3, 2022. The loan has no maturity date.

 

On November 12, 2020, WISeKey provided a Funding Commitment to extend shareholder loans (each the “Shareholder Loan”) to the Group for a maximum aggregate amount of USD 4 million to be drawn down over six months from the date of the commitment, in instalments of between USD 1 million and USD 1.5 million. The Shareholder Loans bore interest of 3% per annum. There were no set repayment dates for the Shareholder Loans.

 

On April 1, 2021, the Group entered into a Debt Remission Agreement (the “Debt Remission”) with WISeKey pursuant to which an outstanding amount of EUR 5 million (USD 5,871,714 at historical rate) owed to WISeKey was remitted without any compensation from the Group. Per the terms of the Debt Remission, WISeKey will have the right to reinstate the debt and ask for repayment in fiscal years when SEALSQ France (formerly WISeKey Semiconductors SAS) achieves a positive income before income tax expense, in an amount calculated based on the income before income tax expense and as agreed by the parties. As such, because of the repayment clause, the loan amount covered by the Debt Remission continues to be shown as noncurrent liabilities included in the line Indebtedness to related parties, noncurrent. The outstanding amount under the Debt Remission is revalued at each period end at the applicable closing rate. On December 20, 2023, the Group and WISeKey entered into an agreement to write off EUR 2 million (USD 2,191,282 at historical rate) of the outstanding Debt Remission amount. Therefore, as at June 30, 2024, an amount of EUR 3 million (USD 3,211,668) remained outstanding under the Debt Remission.

 

On June 28, 2021, the Group entered into a Debt Transfer Agreement with its parent, WISeKey, and an affiliate of WISeKey, WISeKey SA, pursuant to which WISeKey extended a loan of USD 1,463,664 to the Group to repay an overdue creditor balance in that same amount owed to WISeKey SA. The loan bore interest at the rate of 3% per annum and was repayable by December 31, 2022.

 

On December 31, 2021, the Group entered into a Debt Transfer Agreement with WISeKey pursuant to which WISeKey extended a loan of USD 1,910,754 to the Group with an interest rate of 3% per annum, repayable on December 31, 2023.

 

On June 30, 2022, the Group entered into a Debt Transfer Agreement with WISeKey pursuant to which WISeKey extended a loan of USD 444,542 to the Group with an interest rate of 3% per annum, repayable on December 31, 2024.

 

On August 31, 2022, the Group entered into a Debt Transfer Agreement with WISeKey and WISeKey SA pursuant to which WISeKey extended a loan of USD 381,879 to the Group with an interest rate of 3% per annum, repayable on December 31, 2024.

 

On December 15, 2022, and in view of the negative equity position of the Group, WISeKey as then sole shareholder of the SEALSQ Group resolved to recapitalize the Group by forfeiting EUR 7 million (USD 7,348,397 at historical rate) out of the loans outstanding in exchange for the issuance of 175,000 new shares in SEALSQ France, par value EUR 1. Under French law, such a recapitalization is only possible if the loans to be forfeited are immediately repayable. Therefore, respectively on November 1, 2022 and November 3, 2022, the Group entered into a First Amendment to the Debt Transfer Agreements and into the Fourth Amendment to the Revolving Credit Agreement pursuant to which the loans owed under the Debt Transfer Agreements dated June 28, 2021, December 31, 2021, June 30, 2022 and August 31, 2022 as well as all amounts due under the Revolving Credit became due and payable on November 30, 2022.

 

Because of the requirement under French law, we analyzed the amendment of the maturity of the loans and Revolving Credit as being part of the substance of the recapitalization transaction. We assessed the recapitalization as a capital transaction between related parties in line with ASC 470-50 and, therefore, in the year ended December 31, 2022, recorded a credit entry of USD 183,710 in share capital corresponding to the new issue of 175,000 shares and a credit of USD 7,164,687 to additional paid-in capital, with a total debit entry of USD 7,348,397 to Indebtedness to related parties, noncurrent.

F-17 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

On December 31, 2022, the Group entered into a Debt Transfer Agreement with WISeKey pursuant to which WISeKey extended a loan of USD 283,754 to the Group with an interest rate of 3% per annum, repayable on December 31, 2024.

 

As at December 31, 2022, the Group owed WISeKey USD 1,198,746 in loans under the various agreements and the unamortized debt discount balance was USD 35,340, hence a carrying value of USD 1,163,406 as at December 31, 2022.

 

On January 1, 2023, the SEALSQ Group entered into a loan agreement with WISeKey (the “New Loan”) which replaced all outstanding loan agreements. Per the terms of the New Loan, WISeKey extended a loan to the SEALSQ Group of up to USD 5 million, with an interest rate of 2.5% per annum, repayable on or around December 31, 2024. A first tranche loan of USD 1,407,497 was drawn on January 1, 2023, which was made up of the balance of USD 1,198,746 outstanding from previous loan agreements as at December 31, 2022 and an additional loan amount of USD 208,751. We determined the New Loan to be a troubled debt restructuring under ASC 470-60, where the future undiscounted cash flows of the New Loan were more than the net carrying value of USD 1,163,406 of the original debt with WISeKey. Therefore, in line with ASC 470-60, we recorded the New Loan with a new effective interest rate of 12.3% established based on the carrying value of the original debt and the revised cash flows. A total interest rate accrual of USD 244,091 was recorded as a debit to Indebtedness to related parties, current at inception and the unamortized debt discount balance on the previously outstanding loans of USD 35,340 was extinguished, hence a net credit to APIC of USD 208,751. In line with ASC 470-60, no gain was recorded in the income statement.

 

All entities in the SEALSQ Group are subject to management fees from WISeKey and WISeKey’s affiliates. Where the payment terms have been defined, the classification between current and noncurrent follows the payment terms, however, where there is no set payment date for these fees, they have been classified as noncurrent.

 

As at December 31, 2023, the Group owed WISeKey and WISeKey’s affiliates noncurrent debts in an aggregate amount of USD 9,695,576, made up of loans and unpaid management fees, and a current debt in an amount of USD 1,407,497. The unamortized effective interest balance of the current debt was USD 129,691, hence a carrying value of the current debt of USD 1,277,806 as at December 31, 2023. In the year 2023, an aggregate effective interest expense of USD 114,400 was recorded in the income statement.

 

As at December 31, 2023, the Group also held an accounts payable balance of USD 1,377,871 with WISeKey in relation to interest on outstanding loans and the recharge of management services, classified as accounts payable to shareholders.

 

In 2024, the group repaid the current debt owed to WISeKey in full for a total amount of USD 1,449,911, made up of a loan of USD 1,407,497, and related interests. The unamortized effective interest balance of the current debt of USD 129,691 was recognized in the income statement as interest and amortization of debt discount in an amount of USD 29,406 and as loss on debt extinguishment in an amount of USD 100,285.

 

The group also repaid some of the noncurrent debts owed to WISeKey.

 

As at June 30, 2024, the Group owed WISeKey and WISeKey’s affiliates noncurrent debts in an aggregate amount of USD 7,477,594, made up of loans and unpaid management fees. In the six months ended June 30, 2024, an aggregate effective interest expense of USD 44,943 was recorded in the income statement.

 

As at June 30, 2024, the Group also held an accounts payable balance of USD 1,981,933 with WISeKey in relation to interest on outstanding loans and the recharge of management services, classified as accounts payable to shareholders.

 

Note 20.       Employee benefit plans

 

Defined benefit post-retirement plan

 

As at June 30, 2024, the Group maintained one defined benefit post retirement plan for the employees of SEALSQ France SAS (formerly WISeKey Semiconductors SAS).

 

The plan is and was considered a defined benefit plan and accounted for in accordance with ASC 715 Compensation – Retirement Benefits. This model allocates pension costs over the service period of employees in the plan. The underlying principle is that employees render services ratably over this period, and therefore, the income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status or difference between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding adjustment recorded in the net loss. If the projected benefit obligation exceeds the fair value of the plan assets, then that difference or unfunded status represents the pension liability.

 

The Group records net service cost as an operating expense and other components of defined benefit plans as a non-operating expense in the statement of comprehensive loss.

 

The liabilities and annual income or expense of the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair value of plan assets is determined based on prevailing market prices.

 

The defined benefit pension plan maintained by SEALSQ France SAS, and its obligations to employees in terms of retirement benefits, is limited to a lump sum payment based on remuneration and length of service, determined for each employee. The plan is not funded, which means that there are no plan assets.

 

The pension liability calculated as at June 30, 2024 is based on annual personnel costs and assumptions as of December 31, 2023.

  

F-18 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

The expected future cash flows to be paid by the Group for employer contribution for the year ended December 31, 2024, are USD 38,000.

  

Movement in Funded Status	6 months ended June 30,
USD'000	2024	2023
Net Service cost	18	19
Interest cost / (credit)	6	7
Total Net Periodic Benefit Cost / (credit)	24	26
Employer contributions paid in the period	(19)	(13)
Total Cashflow	(19)	(13)

 

Note 21.       Commitments and contingencies

 

Lease commitments

 

The future payments due under leases are shown in Note 14.

 

Guarantees

 

Our software and hardware product sales agreements generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual property rights. Certain of our product sales agreements also include provisions indemnifying customers against liabilities in the event we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification agreements due to our lack of history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, we have not incurred any costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in our condensed consolidated financial statements.

 

Note 22.       Stockholders’ equity

 

Stockholders’ equity consisted of the following:

 

	SEALSQ Corp			SEALSQ Corp
	As at June 30, 2024			As at December 31, 2023
Share Capital	Ordinary Shares	F Shares		Ordinary Shares	F Shares
Par value per share	USD 0.01	USD 0.05		USD 0.01	USD 0.05
Share capital (in USD)	227,346	74,985		154,468	74,985
Total number of authorized shares	200,000,000	10,000,000		200,000,000	10,000,000
Total number of fully paid-in issued shares	22,734,630	1,499,700		15,446,807	1,499,700
Total number of fully paid-in outstanding shares	22,734,630	1,499,700		15,446,807	1,499,700
Total share capital (in USD)	302,331			229,453

 

F-19 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

Note 23.       Revenue

 

Nature of goods and services

 

The Group generates revenues from the sale of semiconductors secure chips and from Digital Certificates, Software as a Service, Software license and Post-Contract Customer Support (PCS) for cybersecurity applications. Products and services are sold principally separately but may also be sold in bundled packages.

 

For bundled packages, the Group accounts for individual products and services separately if they are distinct – i.e. if a product or service is separately identified from other items in the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available or estimated based on the Adjusted Market Assessment approach (e.g. licenses), or the Expected Cost-Plus Margin approach (e.g., PCS).

 

The following is a description of the principal activities from which the Group generates its revenue across all reportable segments.

 

Product and services	Nature, timing of satisfaction of performance obligations and significant payment terms
Semiconductors secure chips	Although they may be sold in connection with other services of the Group, they always represent distinct performance obligations. The Group recognizes revenue when a customer takes possession of the chips, which usually occurs when the goods are delivered. Customers typically pay once goods are delivered.
SaaS	The Group’s SaaS arrangements cover the provision of cloud-based certificates for authentication purposes such as Device Attestation Certificates (DACs) for MATTER Protocol, IoT Device to Cloud Authentication, or Device-to-Device Authentication. The Group recognizes revenue on a straight-line basis over the service period which is usually yearly renewable. Where lifelong certificates are issued, the Group recognizes revenue when the certificate is delivered and usable by the customer. Customers usually pay ahead of the service period; the paid amounts which have not yet been recognized as revenue are shown as deferred revenue on the balance sheet.
Software and INeS Certificate Management Platform	The Group provides software for certificates life-cycle management and signing and authentication solutions through its INeS Certificate Management Platform. The Group recognizes revenue when the software has been delivered or the platform has been set up, and PCS revenue over the service period which is usually one-year renewable. Customers pay upon delivery of the software or over the PCS.
Implementation, integration and other services	The Group provides services to implement and integrate multi-element cybersecurity solutions. Most of the time the solution elements are off-the-shelve non-customized components which represent distinct performance obligations. Implementation and integration services are payable when rendered, while other revenue elements are payable and recognized as per their specific description in this section.

 

Disaggregation of revenue

 

The following table shows the Group’s revenues disaggregated by product or service type:

 

Disaggregation of revenue	Revenue recognized	At one point in time			Total
(unaudited)		6 months ended June 30,			6 months ended June 30,
USD'000		2024	2023		2024	2023
Secure Microcontrollers Segment
Secure chips	Upon delivery	3,872	10,156		3,872	10,156
Total Secure Microcontrollers Segment		3,872	10,156		3,872	10,156
All Other Segment
Secure chips	Upon delivery	956	4,595		956	4,595
Total All Other Segment		956	4,595		956	4,595
Total Revenue		4,828	14,751		4,828	14,751

  

For the six months ended June 30, 2024 and 2023, the Group recorded no revenues related to performance obligations satisfied in prior periods.

 

F-20 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

The following table shows the Group’s revenues disaggregated by geography, based on our customers’ billing addresses:

 

Net sales by region	Unaudited 6 months ended June 30,
USD'000	2024		2023
Secure Microcontrollers Segment
North America	2,950		7,956
Europe, Middle East and Africa	589		1,388
Asia Pacific	333		812
Total Secure Microcontrollers segment revenue	3,872		10,156
All Other Segment
North America	108		418
Europe, Middle East and Africa	291		3,033
Asia Pacific	557		1,144
Total All Other segment revenue	956		4,595
Total net sales	4,828		14,751

 

Contract assets, deferred revenue and contract liability

 

Our contract assets, deferred revenue and contract liability consist of:

  

	As at June 30,		As at December 31,
USD'000	2024 (unaudited)		2023
Trade accounts receivable
Trade accounts receivable - Secure Microcontrollers Segment	1,255		3,553
Trade accounts receivable - All Other Segment	310		1,550
Total trade accounts receivable	1,565		5,103
Customer contract liabilities
Customer contract liabilities - current	28		125
Total customer contract liabilities	28		125
Deferred revenue
Deferred revenue - Secure Microcontrollers Segment	2		-
Total deferred revenue	2		-

  

Increases or decreases in trade accounts receivable, contract assets, deferred revenue and contract liability were primarily due to normal timing differences between our performance and customer payments.

 

Remaining performance obligations

 

As of June 30, 2024, approximately USD 1,799 is expected to be recognized from remaining performance obligations for contracts. We expect to recognize revenue for these remaining performance obligations in 2024 and 2025.

 

F-21 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

  

Note 24.       Stock-based compensation

 

Employee stock option plans

 

The F Share Option Plan (“FSOP”) and the Employee Share Option Plan (“ESOP”) were approved respectively on January 19, 2023, and September 15, 2023 by the Board of directors of SEALSQ.

 

Grants

 

In the 12 months to December 31, 2023, the Group granted a total of 77 options exercisable in F Shares.

 

The options granted consisted of 77 options with immediate vesting granted to employees, none of which had been exercised as of June 30, 2024.

 

The options granted were valued at grant date using the Black-Scholes model.

 

There was no grant of options on Ordinary Shares under the ESOP in the year ended December 31, 2023.

 

In the 6 months to June 30, 2024, the Group granted a total of 36,937 options exercisable in Ordinary Shares.

 

The options granted consisted of 36,937 options with immediate vesting granted to Board members, none of which had been exercised as of June 30, 2024.

 

The options granted were valued at grant date using the Black-Scholes model.

 

There was no grant of options on F Shares under the FSOP in the six months ended June 30, 2024.

 

Stock option charge to the income statement

 

The Group calculates the fair value of options granted by applying the Black-Scholes option pricing model. Expected volatility is based on the other companies (in the same industry and of a similar size) share price volatility.

 

In the six months ended June 30, 2024, a total charge of USD 42,095 for options granted to Board members was recognized in the consolidated income statement calculated by applying the Black-Scholes model at grant, in relation to options.

 

The following assumptions were used to calculate the compensation expense and the calculated fair value of stock options granted:

 

Assumption	June 30, 2024		June 30, 2023
Dividend yield	None		None
Risk-free interest rate used (average)	1.00%		1.00%
Expected market price volatility	65.31%		73.19%
Average remaining expected life of stock options on F Shares (years)	5.69		6.69
Average remaining expected life of stock options on Ordinary Shares (years)	6.91		n/a

  

Unvested options to employees as at June 30, 2024 were recognized prorata temporis over the service period (grant date to vesting date).

 

The following tables illustrate the development of the Group’s non-vested options in F Shares and Ordinary Shares for the six months ended June 30, 2024.

 

Non-vested options on F Shares	Number of F Shares under options	Weighted-average grant date fair value (USD)
Non-vested options as at December 31, 2022	—	—
Granted	77	6.39
Vested	77	6.39
Non-vested forfeited or cancelled	-	-
Non-vested options as at December 31, 2023	—	—
Granted	-	-
Vested	-	-
Non-vested forfeited or cancelled	-	-
Non-vested options as at June 30, 2024	—	—

 

F-22 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

Non-vested options on Ordinary Shares	Number of Ordinary Shares under options	Weighted-average grant date fair value (USD)
Non-vested forfeited or cancelled	-	-
Non-vested options as at December 31, 2022	—	—
Granted	-	-
Vested	-	-
Non-vested forfeited or cancelled	-	-
Non-vested options as at December 31, 2023	—	—
Granted	36,937	1.14
Vested	36,937	1.14
Non-vested forfeited or cancelled	-	-
Non-vested options as at June 30, 2024	—	—

  

The following tables summarize the Group’s stock option activity for the six months ended June 30, 2024.

 

Options on F Shares	SEAL F Shares under options	Weighted-average exercise price (USD)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value (USD)
Outstanding as at December 31, 2022	—	—	—	—
Of which vested	-	-	-	-
Granted	77	0.05	-	-
Outstanding as at December 31, 2023	77	0.05	6.19	19
Of which vested	77	0.05	6.19	19
Granted	-	-	-	-
Outstanding as at June 30, 2024	77	0.05	5.69	9
Of which vested	77	0.05	5.69	9

 

Options on Ordinary Shares	SEAL Ordinary Shares under options	Weighted-average exercise price (USD)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value (USD)
Outstanding as at December 31, 2022	—	—	—	—
Of which vested	-	-	-	-
Granted	-	-	-	-
Outstanding as at December 31, 2023	—	—	—	—
Of which vested	-	-	-	-
Granted	36,937	0.01	-	-
Outstanding as at June 30, 2024	36,937	0.01	6.91	29,804
Of which vested	36,937	0.01	6.91	29,804

 

F-23 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

Summary of stock-based compensation expenses

  

Stock-based compensation expenses	Unaudited 6 months ended June 30,
USD	2024		2023
In relation to Employee Stock Option Plans (ESOP)	42		—
In relation to non-ESOP Option Agreements	—		—
Total	42		—

 

Stock-based compensation expenses are recorded under the following expense categories in the income statement.

 

Stock-based compensation expenses	Unaudited 6 months ended June 30,
USD'000	2024		2023
Research & development expenses	—		—
Selling & marketing expenses	—		—
General & administrative expenses	42		—
Total	42		—

 

Note 25.       Non-operating income

 

Non-operating income consisted of the following:

	Unaudited 6 months ended June 30,
USD'000	2024		2023
Foreign exchange gain	204		125
Interest income	254		55
Other	7		-
Total non-operating income	465		180

 

Note 26.       Non-operating expenses

 

Non-operating expenses consisted of the following:

 

	Unaudited 6 months ended June 30,
USD'000	2024		2023
Foreign exchange losses	3		253
Financial charges	2		2
Interest expense	361		52
Other	6		6
Total non-operating expenses	372		313

 

Note 27.       Income taxes

 

The Group assesses the recoverability of its deferred tax assets and, to the extent recoverability does not satisfy the “more likely than not” recognition criterion under ASC 740, records a valuation allowance against its deferred tax assets. The Group considered its recent operating results and anticipated future taxable income in assessing the need for its valuation allowance.

 

F-24 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

In the years up until and including 2021, the Group recorded a valuation allowance for the full amount of its deferred tax assets. However, in view of the Group’s income before income tax in the year ended December 31, 2022, and of the anticipated future taxable income per management’s forecast, the Group assessed that the recoverability of its deferred tax assets partially satisfied the “more likely than not” recognition criterion under ASC 740 as at December 31, 2022 and, therefore, partially reversed the valuation allowance previously recorded.

 

As at June 30, 2024, the Group assessed that the recoverability of its deferred tax assets still partially satisfied the “more likely than not” recognition criteria under ASC 740, but that it would spread over more years than initially calculated. The Group considered its recent operating results and anticipated future taxable income in assessing the need for its valuation allowance and assessed that the valuation allowance should be increased to reflect the expected delay in the recoverability of its deferred tax assets, as reflected in the tables below.

 

The Group’s deferred tax assets and liabilities consist of the following:

 

Deferred income tax assets/(liabilities)	As at June 30,		As at December 31,
USD'000	2024 (unaudited)		2023
Switzerland	-		-
Foreign	1,775		3,077
Deferred income tax assets / (liabilities)	1,775		3,077

  

Deferred tax assets and liabilities	As at June 30,		As at December 31,
USD'000	2024 (unaudited)		2023
Defined benefit accrual	(3)		(3)
Tax loss carryforwards	6,710		4,468
Add back loss carryforwards used for the debt remission	803		828
Valuation allowance	(5,735)		(2,216)
Deferred tax assets / (liabilities)	1,775		3,077

 

Note 28.       Segment reporting

 

The Group has one operating segment that meets the criteria set in ASC 280-10-50: Secure Microcontrollers. The Group’s chief operating decision maker, who is its Chief Executive Officer, reviews financial performance of this operating segment for purposes of allocating resources and assessing budgets and performance.

 

The remaining non-reportable operating segments and other business activities that are not identified as operating segments are combined and disclosed in an “all other” standalone category.

 

The Secure Microcontrollers segment encompasses the design, manufacturing, sales and distribution of high-end, Common Criteria EAL5+ & FIPS 140-3-certified secure microprocessors.

  

Unaudited 6 months ended June 30,	2024						2023
	Secure Microcontrollers		All Other		Total		Secure Microcontrollers		All Other		Total
Revenues from external customers	3,872		956		4,828		10,156		4,595		14,751
Intersegment revenues	-		1,084		1,084		-		231		231
Interest revenue	204		50		254		38		17		55
Interest expense	290		71		361		36		16		52
Depreciation and amortization	241		60		301		190		86		275
Segment income /(loss) before income taxes	(4,180)		(5,222)		(9,402)		718		(1,262)		(544)
Profit / (loss) from intersegment sales	-		52		52		-		11		11
Income tax recovery / (expense)	(1,046)		(258)		(1,304)		-		(320)		(320)
Segment assets	12,732		23,938		36,670		13,279		7,864		24,148

  

Unaudited 6 months ended June 30,	2024		2023
	USD'000		USD'000
Revenue reconciliation
Total revenue for reportable segment	5,912		14,982
Elimination of intersegment revenue	(1,084)		(231)
Total consolidated revenue	4,828		14,751
Loss reconciliation
Total loss from reportable segments	(9,402)		(544)
Elimination of intersegment profits	(52)		(11)
Loss before income taxes	(9,454)		(555)

 

F-25 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

As at June 30,	2024		2023
	USD'000		USD'000
Asset reconciliation
Total assets from reportable segments	36,670		24,148
Elimination of intersegment receivables	(4,436)		(71)
Consolidated total assets	32,234		24,077

  

Revenue and property, plant and equipment by geography

 

The following tables summarize geographic information for net sales based on the billing address of the customer, and for property, plant and equipment.

 

Net sales by region	Unaudited 6 months ended June 30,
USD'000	2024		2023
North America	3,058		8,374
Europe, Middle East & Africa	880		4,421
Asia Pacific	890		1,956
Total net sales	4,828		14,751

  

Property, plant and equipment, net of depreciation, by region	As at June 30,		As at December 31,
USD'000	2024 (unaudited)		2023
Europe, Middle East & Africa	3,013		3,230
Total Property, plant and equipment, net of depreciation	3,013		3,230

 

Note 29.       Loss per share

 

The computation of basic and diluted net earnings / (loss) per share for the Group is as follows:

	Unaudited 6 months ended June 30,
Earnings / (loss) per share	2024		2023
Net loss (USD'000)	(10,758)		(875)
Effect of potentially dilutive instruments on net earnings (USD'000)	n/a		n/a
Net loss after effect of potentially dilutive instruments (USD'000)	(10,758)		(875)
Ordinary Shares used in net earnings / (loss) per share computation:
Weighted average shares outstanding - basic	21,199,165		7,501,500
Effect of potentially dilutive equivalent shares	n/a		n/a
Weighted average shares outstanding - diluted	21,199,165		7,501,500
Net earnings / (loss) per Ordinary Share
Basic weighted average loss per share (USD)	(0.37)		(0.06)
Diluted weighted average loss per share (USD)	(0.37)		(0.06)
F Shares used in net earnings / (loss) per share computation:
Weighted average shares outstanding - basic	1,499,700		1,499,700
Effect of potentially dilutive equivalent shares	n/a		n/a
Weighted average shares outstanding - diluted	1,499,700		1,499,700
Net earnings / (loss) per F Share
Basic weighted average loss per share (USD)	(1.87)		(0.29)
Diluted weighted average loss per share (USD)	(1.87)		(0.29)

 

F-26 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

Note 30.       Legal proceedings

 

We are currently not party to any legal proceedings and claims that are not provided for in our financial statements.

 

Starting in 2023 until April 2024, the French customs authorities carried out an audit of our exportation documents and found some administrative errors. In June 2024, we submitted observations to the French customs authorities contesting the legal qualification of the infringement notified. As at June 30, 2024, the French customs authorities have not yet disclosed their conclusion or a course of action in relation to their findings. We note that the administrative errors identified in our exportation documents had no financial impact on our current or historical financial statements and did not result in any error or misstatement in our historical financial statements. However, management believes that there is a reasonable possibility that a penalty may be incurred in relation to this matter, but a reasonable estimate of such loss cannot be made as at June 30, 2024.

 

Note 31.       Related parties disclosure

 

Subsidiaries

 

As at June 30, 2024, the condensed consolidated financial statements of the Group include the entities listed in the following table:

 

Group Company Name

Country of incorporation

Year of incorporation

Share Capital

% ownership as at June 30, 2024

% ownership as at December 31, 2023

Nature of business

SEALSQ France SAS

France

2010

EUR 1,473,162

100.0%

100.0%

Chip manufacturing, sales & distribution

WISeKey IoT Japan KK

Japan

2017

JPY 1,000,000

100.0%

100.0%

Sales & distribution

WISeKey IoT Taiwan

Taiwan

2017

TWD    100,000

100.0%

100.0%

Sales & distribution

  

Related party transactions and balances

 

				Receivables as at				Payables as at				Net expenses to				Net income from
		Related Parties		June 30,		December 31,		June 30,		December 31,		in the 6 months ended June 30,				in the 6 months ended June 30,
		(in USD'000)		2024 (unaudited)		2023		2024 (unaudited)		2023		2024 (unaudited)		2023 (unaudited)		2024 (unaudited)		2023 (unaudited)
1		John O’Hara		-		-		158		-		-		-		-		-
2		Ruma Bose		-		-		33		28		28		-		-		-
3		Cristina Dolan		-		-		5		-		12		-		-		-
4		David Fergusson		-		-		-		-		9		-		-		-
5		Danil Kerimi		-		-		22		8		44		-		-		-
6		Eric Pellaton		-		-		5		-		13		-		-		-
7		WISeKey International Holding AG		-		-		4,643		7,100		2,066		1,898		-		-
8		WISeKey SA		-		-		551		-		510		-		-		-
9		WISeKey USA Inc		-		-		-		981		-		492		-		-
10		WISeKey Semiconductors GmbH		-		-		849		881		84		81		-		-
11		WISeCoin AG		-		-		3,417		3,389		37		37		-		-
		Total		-		-		9,683		12,387		2,803		2,508		-		-

  

1. John O’Hara is a member of the Board and the CFO of SEALSQ Corp. A short-term payable to John O’Hara in an amount of USD 158,314 was outstanding as at June 30, 2024, made up of accrued bonuses.

 

2. Ruma Bose is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended, and the payable balance as at, June 30, 2024 relate to her Board fee.

 

F-27 

SEALSQ Corp

Condensed Consolidated Financial Statements as at June 30, 2024

 

3. Cristina Dolan is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended, and the payable balance as at, June 30, 2024 relate to her Board fee.

 

4. David Fergusson is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement the six months ended June 30, 2024 relate to his Board fee.

 

5. Danil Kerimi is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended, and the payable balance as at, June 30, 2024 relate to his Board fee.

 

6. Eric Pellaton is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended, and the payable balance as at, June 30, 2024 relate to his Board fee.

 

7. WISeKey International Holding AG has a controlling interest in the SEALSQ Group. It provides financing and management services, including, but not limited to, sales and marketing, accounting, finance, legal, taxation, business and strategy consulting, public relations, marketing, risk management, information technology and general management. The expenses in relation to WISeKey International Holding AG for the six months ended June 30, 2024 relate to interest on outstanding loans and the recharge of management services.

 

8. WISeKey SA is part of the group headed by WISeKey International Holding AG (the “WISeKey Group”) and employs supporting staff who work for the SEALSQ Group. The expenses in relation to WISeKey SA in the six months ended June 30, 2024, relates to the recharge of employee costs.

 

9. WISeKey USA Inc is part of the WISeKey Group and employs sales staff who work for the SEALSQ Group. The expenses in relation to WISeKey USA Inc. in the six months ended June 30, 2024 relate to the recharge of employee costs.

 

10. WISeKey Semiconductors GmbH is part of the WISeKey Group and employs sales staff who work for the SEALSQ Group. The expenses in relation to WISeKey Semiconductors GmbH in the six months ended June 30, 2024 relate to the recharge of employee costs.

 

11. WISeCoin AG is part of the WISeKey Group. The expenses recorded in the six months ended June 30, 2024 relate to interest on an outstanding loan.

 

Note 32.       Subsequent events

 

L1 SPA

After June 30, 2024, L1 converted the remaining balance of USD 1.1 million on the Second L1 Note and USD 450,000 on the Third L1 Note, resulting in the delivery of a total of 4,103,597 Ordinary Shares of SEALSQ.

 

Anson SPA

 

After June 30, 2024, Anson converted USD 450,000 on the Third Anson Note, resulting in the delivery of a total of 1,275,000 Ordinary Shares of SEALSQ.

 

Note 33.       Impacts of ongoing conflicts

  

Impacts of the war in Ukraine

 

Following the outbreak of the war in Ukraine in late February 2022, several countries imposed sanctions on Russia, Belarus and certain regions in Ukraine. There has been an abrupt change in the geopolitical situation, with significant uncertainty about the duration of the conflict, changing scope of sanctions and retaliation actions including new laws.

 

The SEALSQ Group does not have any operation or customer in Russia, Belarus or Ukraine, and, as such, does not foresee any direct impact of the war on its operations. However, the war has also contributed to an increase in volatility in currency markets, energy prices, raw material and other input costs, which may impact the Group’s supply chain in the future.

 

As at June 30, 2024, SEALSQ has assessed the consequences of the war for its financial disclosures and considered the impacts on key judgments and significant estimates, and has concluded that no changes were required. SEALSQ will continue to monitor these areas of increased risk for material changes.

 

Impacts of the Israel–Hamas conflict

 

Israel’s declaration of war on Hamas in October 2023 has degraded the geopolitical environment in the region and created uncertainty.

 

The SEALSQ Group does not have any operation or customer in that region, and, as such, does not foresee any direct impact of the war on its operations. However, depending on its duration and intensity, the war may adversely affect the global economy, financial markets and the Group’s supply chain in the future.

 

As at June 30, 2024, SEALSQ has assessed the consequences of the war for its financial disclosures and considered the impacts on key judgments and significant estimates, and has concluded that no changes were required. SEALSQ will continue to monitor these areas of increased risk for material changes.

 

F-28

 

 

 

Cover		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Cover [Abstract]
Document Type	6-K	6-K
Amendment Flag		false
Document Period End Date		Jun. 30, 2024
Document Fiscal Period Focus		Q2
Document Fiscal Year Focus		2024
Current Fiscal Year End Date		--12-31
Entity File Number	001-41709
Entity Registrant Name	SEALSQ	SEALSQ CORP
Entity Central Index Key		0001951222
Entity Address, Address Line One	Avenue Louis-Casaï 58
Entity Address, City or Town	Cointrin
Entity Address, Country	CH
Entity Address, Postal Zip Code	1216

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Net sales	$ 4,828	$ 14,751
Cost of sales	(3,667)	(6,760)
Depreciation of production assets	(228)	(201)
Gross profit	933	7,790
Other operating income		9
Research & development expenses	(2,393)	(1,492)
Selling & marketing expenses	(2,653)	(2,441)
General & administrative expenses	(4,777)	(4,145)
Total operating expenses	(9,823)	(8,069)
Operating loss	(8,890)	(279)
Non-operating income	465	180
Gain / (loss) on debt extinguishment	(100)
Interest and amortization of debt discount	(557)	(143)
Non-operating expenses	(372)	(313)
Loss before income tax expense	(9,454)	(555)
Income tax expense	(1,304)	(320)
Net loss	$ (10,758)	$ (875)
Earnings per Ordinary Share (USD)
Basic	$ (0.37)	$ (0.06)
Diluted	$ (0.37)	$ (0.06)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	$ (8)	$ (4)
Other comprehensive loss	(8)	(4)
Comprehensive loss	$ (10,766)	$ (879)
F Shares
Earnings per Ordinary Share (USD)
Basic	$ (1.87)	$ (0.29)
Diluted	$ (1.87)	$ (0.29)

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 18,858	$ 6,895
Accounts receivable, net of allowance for credit losses	1,565	5,053
Inventories	2,772	5,231
Prepaid expenses	471	605
Government assistance	1,826	1,718
Other current assets	625	765
Total current assets	26,117	20,267
Noncurrent assets
Deferred income tax assets	1,775	3,077
Deferred tax credits	63
Property, plant and equipment, net of accumulated depreciation	3,013	3,230
Intangible assets, net of accumulated amortization
Operating lease right-of-use assets	1,181	1,278
Other noncurrent assets	85	83
Total noncurrent assets	6,117	7,668
TOTAL ASSETS	32,234	27,935
Current Liabilities
Accounts payable	6,904	6,963
Indebtedness to related parties, current		1,278
Deferred revenue, current	2
Current portion of obligations under operating lease liabilities	355	336
Income tax payable		2
Other current liabilities	34	138
Total current liabilities	7,295	8,717
Noncurrent liabilities
Bonds, mortgages and other long-term debt	1,734	1,654
Convertible note payable, noncurrent	9,313	1,519
Indebtedness to related parties, noncurrent	7,478	9,695
Operating lease liabilities, noncurrent	754	893
Employee benefit plan obligation	436	426
Total noncurrent liabilities	19,715	14,187
TOTAL LIABILITIES	27,010	22,904
SHAREHOLDERS' EQUITY
Common stock	227	154
Additional paid-in capital	35,616	24,730
Accumulated other comprehensive income / (loss)	776	784
Accumulated deficit	(31,470)	(20,712)
Total shareholders' equity	5,224	5,031
TOTAL LIABILITIES AND EQUITY	32,234	27,935
F Shares
SHAREHOLDERS' EQUITY
Common stock	$ 75	$ 75

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	22,734,630	15,446,807
Common stock, shares outstanding	22,734,630	15,446,807
F Shares
Common stock, par value	$ 0.05	$ 0.05
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	1,499,700	1,499,700
Common stock, shares outstanding	1,499,700	1,499,700

Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income/(Loss)	Total	Number of F Shares
As at December 31, 2023 at Dec. 31, 2022	$ 150	$ 16,731	$ (17,444)	$ 775	$ 212
Beginning balance, shares at Dec. 31, 2022	7,501,400					1,499,700
Reverse recapitalization under common control		(188)			(188)
Reverse recapitalization under common control, shares	100
Indebtedness to related parties		209			209
Comprehensive income / (loss)			(874)	(4)	(878)
As at June 30, 2024 at Jun. 30, 2023	$ 150	16,752	(18,318)	771	(645)
Beginning balance, shares at Jun. 30, 2023	7,501,500					1,499,700
As at December 31, 2023 at Dec. 31, 2023	$ 229	24,730	(20,712)	784	5,031
Beginning balance, shares at Dec. 31, 2023	15,446,807					1,499,700
Comprehensive income / (loss)			(10,758)	(8)	(10,766)
Stock-based compensation		42			42
L1 SPA	$ 33	5,057			5,090
Stock Issued During Period, Shares, Conversion of Convertible Securities	3,317,719
Anson SPA	$ 40	5,787			5,827
Anson Facility, shares	3,970,104
As at June 30, 2024 at Jun. 30, 2024	$ 302	$ 35,616	$ (31,470)	$ 776	$ 5,224
Beginning balance, shares at Jun. 30, 2024	22,734,630					1,499,700

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Cash Flows from operating activities:
Net loss	$ (10,758)	$ (875)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of property, plant & equipment	301	273
Amortization of intangible assets		1
Interest and amortization of debt discount	557	143
Loss on debt extinguishment	100
Inventory valuation allowance	243	257
Bad debt expense	19
Income tax expense, net of cash paid	1,304	320
Other non-cash expenses / (income)
Expenses settled in equity	131
Unrealized and non-cash foreign currency transactions	(42)
Changes in operating assets and liabilities, net of effects of businesses acquired
Decrease (increase) in accounts receivables	3,488	(1,252)
Decrease (increase) in inventories	2,108	(2,081)
Decrease (increase) in other current assets and prepaids, net	275	(52)
Decrease (increase) in government assistance	(107)	(488)
Decrease (increase) in other noncurrent assets, net	(2)	(5)
Increase (decrease) in accounts payable	(58)	2,095
Increase (decrease) in deferred revenue, current	2
Increase (decrease) in income taxes payable	(2)	(2)
Increase (decrease) in other current liabilities	(105)	77
Increase (decrease) in defined benefit pension liability	10	33
Increase (decrease) in interest on debt owed to related parties	(35)
Increase (decrease) in net balance owed to shareholders and their affiliates, excluding debt and interest on debt	(2,218)	658
Net cash provided by (used in) operating activities	(4,789)	(898)
Cash Flows from investing activities:
Sale (acquisition) of property, plant and equipment	(89)	(1,677)
Net cash provided by (used in) investing activities	(89)	(1,677)
Cash Flows from financing activities:
Proceeds from debt		209
Repayment of indebtedness to related parties	(1,407)
Payment of debt issue costs	(1,217)
Proceeds from convertible loan issuance	19,350
Net cash provided by (used in) financing activities	16,726	209
Effect of exchange rate changes on cash and cash equivalents	115	169
Cash and cash equivalents
Net increase (decrease) during the period	11,963	(2,197)
Balance, beginning of period	6,895	4,057	$ 4,057
Cash and cash equivalents balance, end of period	18,858	1,860	$ 6,895
Supplemental cash flow information
Cash paid for incomes taxes
Non-cash conversion of convertible loans into common stock	10,725
ROU assets obtained from operating lease	$ 62	$ 65

The SEALSQ Group	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The SEALSQ Group	Note 1.       The SEALSQ Group   SEALSQ Corp, together with its consolidated subsidiaries (“SEALSQ” or the “Group” or the “SEALSQ Group”), has its headquarters in Tortola, BVI. SEALSQ Corp, the parent of the SEALSQ Group, was incorporated in April 2022 and is listed on the NASDAQ Capital Market exchange with the valor symbol “LAES” since May 23, 2023.   On January 1, 2023, SEALSQ Corp acquired SEALSQ France (formerly WISeKey Semiconductors SAS), a private joint stock company (French Simplified Joint Stock Company), and its subsidiaries. Prior to that acquisition, SEALSQ did not have any operations. As further described in the notes below, the acquisition qualified as a reverse recapitalization.   SEALSQ designs, develops and markets secure semiconductors worldwide as a fabless manufacturer. It provides added security and authentication layers on its semiconductors which can be tailored to customers’ needs. As an advanced chip designer, the Group holds the intellectual property (IP) for the semiconductors it sells.   SEALSQ is also accredited as a Product Attestation Authority (PAA) and, as such, can issue MATTER Device Attestation Certificates (DAC).   The Group anticipates being able to generate profits in the near future thanks to the increased focus on the security and authentication of IT components and networks.

Future operations and going concern	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Future operations and going concern	Note 2.       Future operations and going concern   The Group recorded a loss from operations in this reporting period and the accompanying condensed consolidated financial statements have been prepared assuming that the Group will continue as a going concern.   The Group incurred a net operating loss of USD 8.9 million in the six months ended June 30, 2024 and had positive working capital of USD 18.8 million as at June 30, 2024, calculated as the difference between current assets and current liabilities. Based on the Group’s cash projections up to September 30, 2025, SEALSQ has sufficient liquidity to fund operations.   We note that, historically, the Group has been dependent on financing to augment the operating cash flow to cover its cash requirements.   Based on the foregoing, Management believe it is correct to present these figures on a going concern basis.

Basis of presentation	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of presentation	Note 3.       Basis of presentation   The condensed consolidated financial statements are prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (“US GAAP”) as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). All amounts are in United States dollars (“USD”) unless otherwise stated.   These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Group’s annual financial statements for the year ended December 31, 2023, as filed in the 20-F on March 21, 2024.   The Group’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting policies applied in the annual consolidated financial statements of the Group as of December 31, 2023, contained in the Group’s Annual Report have been applied consistently in these unaudited condensed consolidated financial statements.

Summary of significant accounting policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of significant accounting policies	Note 4.       Summary of significant accounting policies    Recent Accounting Pronouncements    Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated:   As of January 1, 2024, the Group adopted Accounting Standards Update (ASU) 2023-01 Leases (Topic 842): Common Control Arrangements which requires all companies to amortize leasehold improvements associated with common control leases over the asset’s useful life to the common control group regardless of the lease term. ASU 2023-01 requires leasehold improvements associated with leases between entities under common control to be amortized over the useful life of the improvements until the lessee ceases to control the use of the underlying asset through a lease, at which time the remaining value of the leasehold improvement would be accounted for as a transfer between entities under common control.   There was no impact on the Group's results upon adoption of the standard.     New FASB Accounting Standard to be adopted in the future:   In November 2023, the FASB issued ASU No 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances current segment disclosures and requires additional disclosures of significant segment expenses.   Summary: The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.   Effective Date: ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted.   The Group expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact.   In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.   Summary: The intent of this standard is to enhance the decision usefulness of income tax disclosures. The standard applies to all entities subject to ASC Topic 740, Income Taxes. In addition, entities will be required to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes. They will also disclose the amount of income taxes paid (net of refunds) disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. The standard also outlines additional disclosure requirements for all entities and specific updates for public business entities.   Effective Date: ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted.   The Group expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact.

Concentration of credit risks	6 Months Ended
	Jun. 30, 2024
Risks and Uncertainties [Abstract]
Concentration of credit risks	Note 5.       Concentration of credit risks   Financial instruments that are potentially subject to credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Our cash is held with large financial institutions. Management believes that the financial institutions that hold our investments are financially sound and accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits.   The Group sells to large, international customers and, as a result, may maintain individually significant trade accounts receivable balances with such customers during the year. We generally do not require collateral on trade accounts receivable. Summarized below are the clients whose revenue were 10% or higher than the respective total consolidated net sales for the 6 months ended June 30, 2024 or 2023, and the clients whose trade accounts receivable balances were 10% or higher than the respective total consolidated trade accounts receivable balance as at June 30, 2024 and, or December 31, 2023. In addition, we note that some of our clients are contract manufacturers for the same companies; should these companies reduce their operations or change contract manufacturers, this would cause a decrease in our customer orders which would adversely affect our operating results.     Revenue concentration (% of total net sales)   Receivables concentration  (% of total accounts receivable)   Unaudited 6 months ended June 30,   As at June 30, As at December 31,   2024 2023   2024 (unaudited) 2023 Multinational electronics contract manufacturing company 4% 22%   - 15% Multinational telecommunication & hardware manufacturing company - -   - 12% International digital security company 1% 12%   - - International software services provider 1% 5%   - 14% International computer and hardware manufacturer 22% 3%   65% 12% International equipment and software manufacturer - 3%   - 19% International electronic components manufacturer 12% 8%   - -

Fair value measurements	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Fair value measurements	Note 6.       Fair value measurements   ASC 820 establishes a three-tier fair value hierarchy for measuring financial instruments, which prioritizes the inputs used in measuring fair value. These tiers include: ·  Level 1, defined as observable inputs such as quoted prices in active markets; ·  Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and ·  Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.     As at June 30, 2024 (unaudited)   As at December 31, 2023   Fair value level   USD'000 Carrying amount Fair value   Carrying amount Fair value   Note ref. Fair Value of Financial Instruments                 Accounts receivable 1,565 1,565   5,053 5,053   3 8 Accounts payable 6,904 6,904   6,963 6,963   3 16 Indebtedness to related parties, current - -   1,278 1,278   3 19 Bonds, mortgages and other long-term debt 1,734 1,734   1,654 1,654   3 18 Convertible note payable, noncurrent 9,313 10,413   1,519 1,846   3 18 Indebtedness to related parties, noncurrent 7,478 7,478   9,695 9,695   3 19     In addition to the methods and assumptions we use to record the fair value of financial instruments as discussed in the Fair Value Measurements section above, we used the following methods and assumptions to estimate the fair value of our financial instruments: - Accounts receivable – carrying amount approximated fair value due to their short-term nature. - Accounts payable – carrying amount approximated fair value due to their short-term nature. - Indebtedness to related parties, current – carrying amount approximated fair value. - Bonds, mortgages and other long-term debt - carrying amount approximated fair value. - Convertible note payable, noncurrent – fair value is calculated based on the present value of the future cash flows as of the reporting date. - Indebtedness to related parties, noncurrent - carrying amount approximated fair value.

Cash and cash equivalents	6 Months Ended
	Jun. 30, 2024
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	Note 7.       Cash and cash equivalents   Cash consists of deposits held at major banks.

Accounts receivable	6 Months Ended
	Jun. 30, 2024
Credit Loss [Abstract]
Accounts receivable	Note 8.       Accounts receivable   The breakdown of the accounts receivable balance is detailed below:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Trade accounts receivable 1,634   5,103 Allowance for credit losses (69)   (50) Total accounts receivable net of allowance for credit losses 1,565   5,053

Inventories	6 Months Ended
	Jun. 30, 2024
Inventory Disclosure [Abstract]
Inventories	Note 9.       Inventories   Inventories consisted of the following:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Raw materials 635   1,025 Work in progress 151   4,206 Finished goods 1,986   - Total inventories 2,772   5,231

Government assistance	6 Months Ended
	Jun. 30, 2024
Government Assistance [Abstract]
Government assistance	Note 10.        Government assistance   SEALSQ France SAS (formerly WISeKey Semiconductors SAS) is eligible for research tax credits provided by the French government. As at June 30, 2024, and December 31, 2023, the receivable balances in respect of these research tax credits owed to the Group were respectively USD 1,825,698 and USD 1,718,248. The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event occurs first. The balance as at June 30, 2024 is the aggregate of USD 749,860 (at closing rate) tax credit earned in relation to the six month period ended June 30, 2024 and USD 1,075,838 (at closing rate) in relation to the year 2023. Refundable R&D tax credits are considered to be government assistance in line with ASC 832.

Other current assets	6 Months Ended
	Jun. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other current assets	Note 11.      Other current assets   Other current assets consisted of the following:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Value-Added Tax Receivable 390   415 Advanced payment to suppliers 209   346 Deposits, current 5   4 Other current assets 21   - Total other current assets 625   765

Property, plant and equipment	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Property, plant and equipment	Note 12.       Property, plant and equipment   Property, plant and equipment, net consisted of the following:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Machinery & equipment 13,309   13,275 Office equipment and furniture 2,321   2,321 Computer equipment and licenses 760   710 Total property, plant and equipment gross 16,390   16,306         Accumulated depreciation for:       Machinery & equipment (10,476)   (10,241) Office equipment and furniture (2,300)   (2,279) Computer equipment and licenses (601)   (556) Total accumulated depreciation (13,377)   (13,076) Total property, plant and equipment, net 3,013   3,230 Depreciation charge for the 6 months ended June 30, 301   273    In the six months ended June 30, 2024, SEALSQ Corp did not identify any events or changes in circumstances indicating that the carrying amount of any asset may not be recoverable. As a result, the Group did not record any impairment charge on Property, plant and equipment in the six months ended June 30, 2024.   The useful economic life of property plant and equipment is as follow: · Office equipment and furniture: 2 to 5 years · Production masks 5 years · Production tools 3 years · Licenses 3 years · Software 1 year

Intangible assets	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	Note 13.       Intangible assets   Intangible assets and future amortization expenses consisted of the following:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Intangible assets subject to amortization:       Patents 2,281   2,281 License agreements 1,699   1,699 Other intangibles 923   923 Total intangible assets gross 4,903   4,903 Accumulated amortization for:       Patents (2,281)   (2,281) License agreements (1,699)   (1,699) Other intangibles (923)   (923) Total accumulated amortization (4,903)   (4,903) Total intangible assets subject to amortization, net -   - Total intangible assets, net -   - Amortization charge for the 6 months ended June 30, -   1   The useful economic life of intangible assets is as follow: · Patents: 5 to 10 years · License agreements: 1 to 3 years · Other intangibles: 5 years

Leases	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Leases	Note 14.       Leases   The Group has historically entered into a number of lease arrangements under which it is the lessee. As at June 30, 2024, the SEALSQ Group holds four operating leases. The operating leases relate to premises. We do not sublease. All of our operating leases include multiple optional renewal periods which are not reasonably certain to be exercised.   During the six months ended June 30, 2024 and 2023, we recognized rent expenses associated with our leases as follows:             Unaudited 6 months ended June 30, USD'000 2024   2023 Operating lease cost:       Fixed rent expense                              171                                172 Short-term lease cost -                                    - Net lease cost                              171                                172 Lease cost - Cost of sales -     - Lease cost - General & administrative expenses  171    172 Net lease cost                              171                                172     In the six months ended June 30, 2024, and in the year ended December 31, 2023, we had the following cash and non-cash activities associated with our leases:     As at June 30,   As at December 31, USD'000 2024   2023 Cash paid for amounts included in the measurement of lease liabilities:       Operating cash flows from operating leases                              169                                314 Non-cash investing and financing activities:       Net lease cost                              171                                172 Additions to ROU assets obtained from:       New operating lease liabilities                                62                                  66    The following table provides the details of right-of-use assets and lease liabilities as at June 30, 2024, and as at December 31, 2023:     As at June 30, 2024 As at December 31, 2023 USD'000 Right-of-use assets:     Operating leases                       1,181                            1,278 Total right-of-use assets                       1,181                            1,278 Lease liabilities:     Operating leases                       1,109                            1,229 Total lease liabilities                       1,109                            1,229    As at June 30, 2024, future minimum annual lease payments were as follows, which corresponds to the future minimum lease payments under legacy ASC 840 in line with ASU 2018-11.     USD'000 USD'000 USD'000 USD'000 Year Operating Short-term Finance Total 2024  170  -  -  170 2025  332  -  -  332 2026  303  -  -  303 2027  298  -  -  298 2028 and beyond  163  -  -  163 Total future minimum lease payments  1,266                   -  -  1,266 Less effects of discounting (157)  -  - (157) Lease liabilities recognized  1,109  -  -  1,109    As at June 30, 2024 the weighted-average remaining lease term was 3.95 years for operating leases.   For our operating leases, we calculated an estimate rate based upon the estimated incremental borrowing rate of the entity holding the lease. The weighted average discount rate associated with operating leases as at June 30, 2024 was 5.43%.

Other noncurrent assets	6 Months Ended
	Jun. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other noncurrent assets	Note 15.       Other noncurrent assets   Other noncurrent assets consisted of noncurrent deposits. Deposits are primarily made up of rental deposits on the premises rented by the Group.

Accounts payable	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Accounts payable	Note 16.       Accounts payable   The accounts payable balance consisted of the following:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Trade creditors 2,470   3,299 Accounts payable to shareholders 1,982   1,378 Accounts payable to Board Members 224   - Accounts payable to underwriters, promoters, and employees 812   1,150 Other accounts payable 1,416   1,136 Total accounts payable 6,904   6,963    Accounts payable to shareholders consist of short-term payables due to WISeKey International Holding AG in relation to interest on outstanding loans and the recharge of management services (see Notes 19 and 30).   Accounts payable to underwriters, promoters and employees consist primarily of payable balances to employees in relation to holidays, bonus and 13th month accruals across the Group.   Other accounts payable are mostly accruals of social charges in relation to the accrued liability to employees.

Other current liabilities	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Other current liabilities	Note 17.       Other current liabilities   Other current liabilities consisted of the following:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Other tax payable 6   13 Customer contract liability, current 28   125 Total other current liabilities 34   138

Bonds, mortgages and other long-term debt	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Bonds, mortgages and other long-term debt	Note 18.       Bonds, mortgages and other long-term debt   Production Capacity Investment Loan Agreement   In November 2022, SEALSQ entered into a loan agreement with a third-party client to borrow funds for the purpose of increasing their production capacity.  Under the terms of the Agreement, the client has lent to SEALSQ a total of USD 2 million. The loan will be reimbursed by way of a volume rebate against future sales volumes of certain products from the SEALSQ Group to the client during the period from July 1, 2023, through to December 31, 2025.  The volume rebate is based upon quarterly sales volumes in excess of a base limit on a yearly projected basis. Any amount still outstanding as at December 31, 2025 shall fall due for repayment on that date.  The loan does not bear any interest and there were no fees or costs attributed to the loan.   At inception in November 2022, a debt discount totaling USD 511,128 was booked to additional paid-in capital.    As at June 30, 2024, SEALSQ has not repaid any amount. The loan balance remains USD 2 million with an unamortized debt discount balance of USD 266,044, thus leaving a carrying value of USD 1,733,956.   The Group recorded a debt discount amortization expense of USD 80,160 in the six months ended June 30, 2024.   Share Purchase Agreement with L1 Capital Global Opportunities Master Fund   On July 11, 2023, the Group entered into a Securities Purchase Agreement (the “L1 SPA”) with L1 Capital Global Opportunities Master Fund Ltd (“L1”) pursuant to which L1 may enter into a private placement of up to a maximum amount of USD 10 million, divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 30 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily volume weighted average price (“VWAP”) of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 2.50. The covenants include the requirement for the Group to maintain a minimum cash balance of USD 4 million and to ensure that indebtedness of the Group does not exceed 15% of the average market capitalization.     Due to L1’s option to convert the loan in part or in full at any time before maturity, the L1 SPA was assessed as a share-settled debt instrument with an embedded put option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that L1 will predominantly receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the L1 SPA was accounted for as a liability measured at fair value using the discounted cash flow method at inception.   Additionally, per the terms of the L1 SPA, upon each tranche closing under the L1 SPA, SEALSQ will grant L1 the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 30, which may reset at 120% of the closing VWAP on the six-month anniversary of the tranche closing date. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the Ordinary Shares of SEALSQ on the trading day immediately preceding the tranche closing date. Each warrant agreement has a 5-year exercise period starting on the relevant tranche closing date. In line with ASC 470-20-25-2, for each tranche closing, the proceeds from the convertible notes with a detachable warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model and the market price of the Ordinary Shares on the tranche closing date. The fair value of the debt is calculated using the discounted cash flow method.   The first tranche of USD 5 million was funded on July 12, 2023, by L1. SEALSQ issued to L1 (i) a Senior Original Issue 4% Discount Convertible Promissory Note of USD 5 million (the “First L1 Note”), convertible into SEALSQ’s Ordinary Shares, and (ii) 122,908 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity (the “First L1 Warrant”). SEALSQ also created a capital reserve of 8,000,000 Ordinary Shares from its duly authorized Ordinary Shares for issuance under the First L1 Note and the First L1 Warrant. Debt issue costs made up of legal expenses totaling USD 114,832 and a commission of USD 250,000 to the placement agent were due upon issuance of the First L1 Note, and a fee of USD 200,000 representing 4% of the principal value of the First L1 Note was paid to L1 at closing.   The First L1 Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 632,976 using the Black-Scholes model and the market price of the Ordinary Shares of SEALSQ on the date of grant of USD 11.42. The fair value of the debt was calculated using the discounted cash flow method as USD 4,987,363. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 563,112, with the credit entry recorded in additional paid-in capital (“APIC”), and the debt issue costs created a debt discount on the debt host in the amount of USD 323,744 and a debit to APIC of USD 41,088. Including the fee paid to L1, a total debt discount of USD 1,086,856 was recorded against the First L1 Note’s principal amount.   During the year ended December 31, 2023, L1 converted a total of USD 4 million of the First L1 Note, resulting in the delivery of a total of 3,940,630 Ordinary Shares of SEALSQ. A debt discount charge of USD 210,290 was amortized to the income statement and unamortized debt discounts totaling USD 705,572 were booked to APIC on conversions in line with ASC 470-02-40-4.   On January 9, 2024, SEALSQ and L1 entered into an Amendment to the Securities Purchase Agreement (the “First L1 Amendment”), to amend some of the original terms and conditions of the L1 SPA. As per the First L1 Amendment, L1 may enter into a private placement of up to a maximum amount of USD 10 million, divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 4 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55.   Additionally, per the terms of the L1 Amendment, upon each tranche closing under the L1 SPA, SEALSQ will grant L1 the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 4, with no option to reset. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the Ordinary Shares of SEALSQ on the trading day immediately preceding the tranche closing date.   The second tranche of USD 5 million was funded on January 11, 2024, by L1. SEALSQ issued to L1 (i) a Senior Original Issue 4% Discount Convertible Promissory Note of USD 5 million (the “Second L1 Note”), convertible into SEALSQ’s Ordinary Shares, and (ii) 1,144,339 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity (the “Second L1 Warrant”). SEALSQ also created a capital reserve of 45,000,000 Ordinary Shares from its duly authorized Ordinary Shares for issuance under the Second L1 Note and the Second L1 Warrant. Debt issue costs made up of legal expenses totaling USD 70,279 and a commission of USD 250,000 to the placement agent were due upon issuance of the Second L1 Note, and a fee of USD 200,000 representing 4% of the principal value of the Second L1 Note was paid to L1 at closing.   The Second L1 Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 709,490 using the Black-Scholes model and the market price of the Ordinary Shares of SEALSQ on the date of grant of USD 1.60. The fair value of the debt was calculated using the discounted cash flow method as USD 4,594,061. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 668,882, with the credit entry recorded in APIC, and the debt issue costs created a debt discount on the debt host in the amount of USD 277,433 and a debit to APIC of USD 42,846. Including the fee paid to L1, a total debt discount of USD 1,146,315 was recorded against the Second L1 Note’s principal amount.   On March 1 ,2024, SEALSQ and L1 entered into the Second Amendment to the Securities Purchase Agreement (the “Second L1 Amendment”), to amend some of the terms and conditions of the L1 SPA. As per the Second L1 Amendment, L1 may enter into a private placement of up to a maximum amount of USD 10 million, divided into two equal tranches, in the form of Senior Unsecured Original Issue 2.5% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 5.5 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 93% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55.     Additionally, per the terms of the L1 Second Amendment, upon each tranche closing under the L1 SPA, SEALSQ will grant L1 the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 5.5, with no option to reset. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the Ordinary Shares of SEALSQ on the trading day immediately preceding the tranche closing date.   The third tranche of USD 5 million was funded on March 1, 2024, by L1. SEALSQ issued to L1 (i) a Senior Original Issue 2.5% Discount Convertible Promissory Note of USD 5 million (the “Third L1 Note”), convertible into SEALSQ’s Ordinary Shares, and (ii) 768,679 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity (the “Third L1 Warrant”). Debt issue costs made up of legal expenses totaling USD 53,184 and a commission of USD 250,000 to the placement agent were due upon issuance of the Third L1 Note, and a fee of USD 125,000 representing 2.5% of the principal value of the Third L1 Note was paid to L1 at closing.   The Third L1 Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 553,449 using the Black-Scholes model and the market price of the Ordinary Shares of SEALSQ on the date of grant of USD 1.98. The fair value of the debt was calculated using the discounted cash flow method as USD 4,549,701. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 542,262, with the credit entry recorded in APIC, and the debt issue costs created a debt discount on the debt host in the amount of USD 270,303 and a debit to APIC of USD 32,881. Including the fee paid to L1, a total debt discount of USD 937,565 was recorded against the First L1 Note’s principal amount.   During the six months ended June 30, 2024, L1 converted a total of USD 1 million of the First L1 Note and USD 3.9 million of the Second L1 Note, resulting in the delivery of a total of 3,317,720 Ordinary Shares of SEALSQ. A debt discount charge of USD 246,825 was amortized to the income statement and unamortized debt discounts totaling USD 1,009,178 were booked to APIC on conversion in line with ASC 470-02-40-4.   As at June 30, 2024, the unconverted balance was USD 1.1 million on the Second L1 Note and USD 5 million on the Third L1 note, and the unamortized debt discount balance was USD 998,871, hence a carrying value of USD 5,101,129.   Share Purchase Agreement with Anson Investments Master Fund   On July 11, 2023, the Group entered into a Securities Purchase Agreement (the “Anson SPA”) with Anson Investments Master Fund LP (“Anson”) pursuant to which Anson may enter into a private placement of up to a maximum amount of USD 10 million, divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) USD 30 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily VWAP of the Ordinary Shares during the ten trading days immediately preceding the notice of partial or full conversion of the Note, with a floor price of USD 2.50. The covenants include the requirement for the Group to maintain a minimum cash balance of USD 4 million and to ensure that indebtedness of the Group does not exceed 15% of the average market capitalization.   Due to Anson’s option to convert the loan in part or in full at any time before maturity, the Anson SPA was assessed as a share-settled debt instrument with an embedded put option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that Anson will predominantly receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Anson SPA was accounted for as a liability measured at fair value using the discounted cash flow method at inception.   Additionally, per the terms of the Anson SPA, upon each tranche closing under the Anson SPA, SEALSQ will grant Anson the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 30, which may reset at 120% of the closing VWAP on the six-month anniversary of the tranche closing date. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the Ordinary Shares of SEALSQ on the trading day immediately preceding the tranche closing date. Each warrant agreement has a 5-year exercise period starting on the relevant tranche closing date. In line with ASC 470-20-25-2, for each tranche closing, the proceeds from the convertible notes with a detachable warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model and the market price of the Ordinary Shares on the tranche closing date. The fair value of the debt is calculated using the discounted cash flow method.   The first tranche of USD 5 million was funded on July 12, 2023, by Anson. SEALSQ issued to Anson (i) a Senior Original Issue 4% Discount Convertible Promissory Note of USD 5 million (the “First Anson Note”), convertible into SEALSQ’s Ordinary Shares, and (ii) 122,908 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity (the “First Anson Warrant”). SEALSQ also created a capital reserve of 8,000,000 Ordinary Shares from its duly authorized Ordinary Shares for issuance under the First Anson Note and the First Anson Warrant. Debt issue costs made up of legal expenses totaling USD 64,832 and a commission of USD 250,000 to the placement agent were due upon issuance of the First Anson Note, and a fee of USD 200,000 representing 4% of the principal value of the First Anson Note was paid to Anson at closing.   The First Anson Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 632,976 using the Black-Scholes model and the market price of the Ordinary Shares of SEALSQ on the date of grant of USD 11.42. The fair value of the debt was calculated using the discounted cash flow method as USD 4,987,363. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 563,112, with the credit entry recorded in APIC, and the debt issue costs created a debt discount on the debt host in the amount of USD 279,375 and a debit to APIC of USD 35,457. Including the fee paid to Anson, a total debt discount of USD 1,042,487 was recorded against the First Anson Note’s principal amount.     During the year ended December 31, 2023, Anson converted a total of USD 4,175,000 of the First Anson Note, resulting in the delivery of a total of 3,996,493 Ordinary Shares of SEALSQ. A debt discount charge of USD 198,984 was amortized to the income statement and unamortized debt discounts totaling USD 708,062 were booked to APIC on conversions in line with ASC 470-02-40-4.   Additionally, on July 10, 2023, the Group issued 8,184 new Ordinary Shares to Anson as a result of a share ledger correction, thus a total delivery for the year of 4,004,677 Ordinary Shares.   On January 9, 2024, SEALSQ and Anson entered into an Amendment to the Securities Purchase Agreement (the “First Anson Amendment”), to amend some of the original terms and conditions of the Anson SPA. As per the First Anson Amendment, Anson may enter into a private placement of up to a maximum amount of USD 10 million, divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 4 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55.   Additionally, per the terms of the Anson Amendment, upon each tranche closing under the Anson SPA, SEALSQ will grant Anson the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 4, with no option to reset. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the Ordinary Shares of SEALSQ on the trading day immediately preceding the tranche closing date.   The Second tranche of USD 5 million was funded on January 10, 2024, by Anson. SEALSQ issued to Anson (i) a Senior Original Issue 4% Discount Convertible Promissory Note of USD 5 million (the “Second Anson Note”), convertible into SEALSQ’s Ordinary Shares, and (ii) 1,144,339 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity (the “Second Anson Warrant”). SEALSQ also created a capital reserve of 45,000,000 Ordinary Shares from its duly authorized Ordinary Shares for issuance under the Second Anson Note and the Second Anson Warrant. Debt issue costs made up of legal expenses totaling USD 55,279 and a commission of USD 250,000 to the placement agent were due upon issuance of the Second Anson Note, and a fee of USD 200,000 representing 4% of the principal value of the Second Anson Note was paid to Anson at closing.   The Second Anson Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 709,490 using the Black-Scholes model and the market price of the Ordinary Shares of SEALSQ on the date of grant of USD 1.60. The fair value of the debt was calculated using the discounted cash flow method as USD 4,594,171. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 668,868, with the credit entry recorded in APIC, and the debt issue costs created a debt discount on the debt host in the amount of USD 264,441 and a debit to APIC of USD 40,838. Including the fee paid to Anson, a total debt discount of USD 1,133,309 was recorded against the Second Anson Note’s principal amount.   On March 1, 2024, SEALSQ and Anson signed a second Amendment to Securities Purchase Agreement (the “Second Anson Amendment”), to amend some of the terms and conditions of the Anson SPA. As per the Second Anson Amendment, Anson may enter into a private placement of up to a maximum amount of USD 10 million, divided into two equal tranches, in the form of Senior Unsecured Original Issue 2.5% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 5.5 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 93% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55.   Additionally, per the terms of the Anson Second Amendment, upon each tranche closing under the Anson SPA, SEALSQ will grant Anson the option to acquire Ordinary Shares of SEALSQ at an initial exercise price of USD 5.5, with no option to reset. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the Ordinary Shares of SEALSQ on the trading day immediately preceding the tranche closing date.   The Third tranche of USD 5 million was funded on March 1, 2024, by Anson. SEALSQ issued to Anson (i) a Senior Original Issue 2.5% Discount Convertible Promissory Note of USD 5 million (the “Third Anson Note”), convertible into SEALSQ’s Ordinary Shares, and (ii) 768,679 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity (the “Third Anson Warrant”). Debt issue costs made up of legal expenses totaling USD 38,184 and a commission of USD 250,000 to the placement agent were due upon issuance of the Third Anson Note, and a fee of USD 125,000 representing 2.5% of the principal value of the Third Anson Note was paid to Anson at closing.   The Third Anson Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 553,449 using the Black-Scholes model and the market price of the Ordinary Shares of SEALSQ on the date of grant of USD 1.98. The fair value of the debt was calculated using the discounted cash flow method as USD 4,549,701. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 542,262, with the credit entry recorded in APIC, and the debt issue costs created a debt discount on the debt host in the amount of USD 256,930 and a debit to APIC of USD 31,254. Including the fee paid to Anson, a total debt discount of USD 924,192 was recorded against the Third Anson Note’s principal amount.     During the six months ended June 30, 2024, Anson converted a total of USD 825,000 of the First Anson Note, and USD 5 million of the Second Anson Note, resulting in the delivery of a total of 3,970,104 Ordinary Shares of SEALSQ. A debt discount charge of USD 200,923 was amortized to the income statement and unamortized debt discounts totaling USD 1,204,299 were booked to APIC on conversion in line with ASC 470-02-40-4.   As at June 30, 2024, the unconverted balance on the Third Anson Note was USD 5 million and the unamortized debt discount balance was USD 787,720, hence a carrying value of USD 4,212,280.

Indebtedness to related parties	6 Months Ended
	Jun. 30, 2024
Indebtedness To Related Parties
Indebtedness to related parties	Note 19.       Indebtedness to related parties    On October 1, 2016, the SEALSQ Group entered into a Revolving Credit Agreement (the “Revolving Credit”) with its parent WISeKey International Holding Ltd to borrow funds within a credit period starting on October 1, 2016, and ending on December 31, 2017, when all outstanding funds would become immediately due and payable. Outstanding loan amounts under the Revolving Credit bore an interest rate of 3% per annum. Repayments before the end of the credit period were permitted. On November 1, 2017, the Group and WISeKey entered into the First Amendment to the Revolving Credit Agreement extending the credit period by 2 years to December 31, 2019. On March 16, 2021, the Group and WISeKey entered into the Second Amendment to the Revolving Credit Agreement extending the credit period by another 2 years to December 31, 2022. On November 1, 2022, the Group and WISeKey entered into the Third Amendment to the Revolving Credit Agreement pursuant to which the interest rate was amended to 2.5% per annum.   On April 1, 2019, the SEALSQ Group entered into a loan agreement with WISeCoin AG, an affiliate of WISeKey, pursuant to which WISeCoin AG commits to loan EUR 250,000 to the SEALSQ Group, at an interest rate of 3% per annum, amended to 2.5% on November 3, 2022. The loan has no maturity date.   On October 1, 2019, the SEALSQ Group entered into a loan agreement with WISeCoin AG pursuant to which WISeCoin AG commits to loan USD 2,750,000 to the SEALSQ Group, at an interest rate of 3% per annum, amended to 2.5% on November 3, 2022. The loan has no maturity date.   On November 12, 2020, WISeKey provided a Funding Commitment to extend shareholder loans (each the “Shareholder Loan”) to the Group for a maximum aggregate amount of USD 4 million to be drawn down over six months from the date of the commitment, in instalments of between USD 1 million and USD 1.5 million. The Shareholder Loans bore interest of 3% per annum. There were no set repayment dates for the Shareholder Loans.   On April 1, 2021, the Group entered into a Debt Remission Agreement (the “Debt Remission”) with WISeKey pursuant to which an outstanding amount of EUR 5 million (USD 5,871,714 at historical rate) owed to WISeKey was remitted without any compensation from the Group. Per the terms of the Debt Remission, WISeKey will have the right to reinstate the debt and ask for repayment in fiscal years when SEALSQ France (formerly WISeKey Semiconductors SAS) achieves a positive income before income tax expense, in an amount calculated based on the income before income tax expense and as agreed by the parties. As such, because of the repayment clause, the loan amount covered by the Debt Remission continues to be shown as noncurrent liabilities included in the line Indebtedness to related parties, noncurrent. The outstanding amount under the Debt Remission is revalued at each period end at the applicable closing rate. On December 20, 2023, the Group and WISeKey entered into an agreement to write off EUR 2 million (USD 2,191,282 at historical rate) of the outstanding Debt Remission amount. Therefore, as at June 30, 2024, an amount of EUR 3 million (USD 3,211,668) remained outstanding under the Debt Remission.   On June 28, 2021, the Group entered into a Debt Transfer Agreement with its parent, WISeKey, and an affiliate of WISeKey, WISeKey SA, pursuant to which WISeKey extended a loan of USD 1,463,664 to the Group to repay an overdue creditor balance in that same amount owed to WISeKey SA. The loan bore interest at the rate of 3% per annum and was repayable by December 31, 2022.   On December 31, 2021, the Group entered into a Debt Transfer Agreement with WISeKey pursuant to which WISeKey extended a loan of USD 1,910,754 to the Group with an interest rate of 3% per annum, repayable on December 31, 2023.   On June 30, 2022, the Group entered into a Debt Transfer Agreement with WISeKey pursuant to which WISeKey extended a loan of USD 444,542 to the Group with an interest rate of 3% per annum, repayable on December 31, 2024.   On August 31, 2022, the Group entered into a Debt Transfer Agreement with WISeKey and WISeKey SA pursuant to which WISeKey extended a loan of USD 381,879 to the Group with an interest rate of 3% per annum, repayable on December 31, 2024.   On December 15, 2022, and in view of the negative equity position of the Group, WISeKey as then sole shareholder of the SEALSQ Group resolved to recapitalize the Group by forfeiting EUR 7 million (USD 7,348,397 at historical rate) out of the loans outstanding in exchange for the issuance of 175,000 new shares in SEALSQ France, par value EUR 1. Under French law, such a recapitalization is only possible if the loans to be forfeited are immediately repayable. Therefore, respectively on November 1, 2022 and November 3, 2022, the Group entered into a First Amendment to the Debt Transfer Agreements and into the Fourth Amendment to the Revolving Credit Agreement pursuant to which the loans owed under the Debt Transfer Agreements dated June 28, 2021, December 31, 2021, June 30, 2022 and August 31, 2022 as well as all amounts due under the Revolving Credit became due and payable on November 30, 2022.   Because of the requirement under French law, we analyzed the amendment of the maturity of the loans and Revolving Credit as being part of the substance of the recapitalization transaction. We assessed the recapitalization as a capital transaction between related parties in line with ASC 470-50 and, therefore, in the year ended December 31, 2022, recorded a credit entry of USD 183,710 in share capital corresponding to the new issue of 175,000 shares and a credit of USD 7,164,687 to additional paid-in capital, with a total debit entry of USD 7,348,397 to Indebtedness to related parties, noncurrent.   On December 31, 2022, the Group entered into a Debt Transfer Agreement with WISeKey pursuant to which WISeKey extended a loan of USD 283,754 to the Group with an interest rate of 3% per annum, repayable on December 31, 2024.   As at December 31, 2022, the Group owed WISeKey USD 1,198,746 in loans under the various agreements and the unamortized debt discount balance was USD 35,340, hence a carrying value of USD 1,163,406 as at December 31, 2022.   On January 1, 2023, the SEALSQ Group entered into a loan agreement with WISeKey (the “New Loan”) which replaced all outstanding loan agreements. Per the terms of the New Loan, WISeKey extended a loan to the SEALSQ Group of up to USD 5 million, with an interest rate of 2.5% per annum, repayable on or around December 31, 2024. A first tranche loan of USD 1,407,497 was drawn on January 1, 2023, which was made up of the balance of USD 1,198,746 outstanding from previous loan agreements as at December 31, 2022 and an additional loan amount of USD 208,751. We determined the New Loan to be a troubled debt restructuring under ASC 470-60, where the future undiscounted cash flows of the New Loan were more than the net carrying value of USD 1,163,406 of the original debt with WISeKey. Therefore, in line with ASC 470-60, we recorded the New Loan with a new effective interest rate of 12.3% established based on the carrying value of the original debt and the revised cash flows. A total interest rate accrual of USD 244,091 was recorded as a debit to Indebtedness to related parties, current at inception and the unamortized debt discount balance on the previously outstanding loans of USD 35,340 was extinguished, hence a net credit to APIC of USD 208,751. In line with ASC 470-60, no gain was recorded in the income statement.   All entities in the SEALSQ Group are subject to management fees from WISeKey and WISeKey’s affiliates. Where the payment terms have been defined, the classification between current and noncurrent follows the payment terms, however, where there is no set payment date for these fees, they have been classified as noncurrent.   As at December 31, 2023, the Group owed WISeKey and WISeKey’s affiliates noncurrent debts in an aggregate amount of USD 9,695,576, made up of loans and unpaid management fees, and a current debt in an amount of USD 1,407,497. The unamortized effective interest balance of the current debt was USD 129,691, hence a carrying value of the current debt of USD 1,277,806 as at December 31, 2023. In the year 2023, an aggregate effective interest expense of USD 114,400 was recorded in the income statement.   As at December 31, 2023, the Group also held an accounts payable balance of USD 1,377,871 with WISeKey in relation to interest on outstanding loans and the recharge of management services, classified as accounts payable to shareholders.   In 2024, the group repaid the current debt owed to WISeKey in full for a total amount of USD 1,449,911, made up of a loan of USD 1,407,497, and related interests. The unamortized effective interest balance of the current debt of USD 129,691 was recognized in the income statement as interest and amortization of debt discount in an amount of USD 29,406 and as loss on debt extinguishment in an amount of USD 100,285.   The group also repaid some of the noncurrent debts owed to WISeKey.   As at June 30, 2024, the Group owed WISeKey and WISeKey’s affiliates noncurrent debts in an aggregate amount of USD 7,477,594, made up of loans and unpaid management fees. In the six months ended June 30, 2024, an aggregate effective interest expense of USD 44,943 was recorded in the income statement.   As at June 30, 2024, the Group also held an accounts payable balance of USD 1,981,933 with WISeKey in relation to interest on outstanding loans and the recharge of management services, classified as accounts payable to shareholders.

Employee benefit plans	6 Months Ended
	Jun. 30, 2024
Retirement Benefits [Abstract]
Employee benefit plans	Note 20.       Employee benefit plans   Defined benefit post-retirement plan   As at June 30, 2024, the Group maintained one defined benefit post retirement plan for the employees of SEALSQ France SAS (formerly WISeKey Semiconductors SAS).   The plan is and was considered a defined benefit plan and accounted for in accordance with ASC 715 Compensation – Retirement Benefits. This model allocates pension costs over the service period of employees in the plan. The underlying principle is that employees render services ratably over this period, and therefore, the income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status or difference between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding adjustment recorded in the net loss. If the projected benefit obligation exceeds the fair value of the plan assets, then that difference or unfunded status represents the pension liability.   The Group records net service cost as an operating expense and other components of defined benefit plans as a non-operating expense in the statement of comprehensive loss.   The liabilities and annual income or expense of the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair value of plan assets is determined based on prevailing market prices.   The defined benefit pension plan maintained by SEALSQ France SAS, and its obligations to employees in terms of retirement benefits, is limited to a lump sum payment based on remuneration and length of service, determined for each employee. The plan is not funded, which means that there are no plan assets.   The pension liability calculated as at June 30, 2024 is based on annual personnel costs and assumptions as of December 31, 2023.      The expected future cash flows to be paid by the Group for employer contribution for the year ended December 31, 2024, are USD 38,000.          Movement in Funded Status 6 months ended June 30, USD'000 2024 2023 Net Service cost                          18                          19 Interest cost / (credit)                            6                            7 Total Net Periodic Benefit Cost / (credit)                          24                          26 Employer contributions paid in the period                        (19)                        (13) Total Cashflow                        (19)                        (13)

Commitments and contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Note 21.       Commitments and contingencies   Lease commitments   The future payments due under leases are shown in Note 14.   Guarantees   Our software and hardware product sales agreements generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual property rights. Certain of our product sales agreements also include provisions indemnifying customers against liabilities in the event we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification agreements due to our lack of history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, we have not incurred any costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in our condensed consolidated financial statements.

Stockholders’ equity	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Stockholders’ equity	Note 22.       Stockholders’ equity   Stockholders’ equity consisted of the following:                 SEALSQ Corp   SEALSQ Corp   As at June 30, 2024   As at December 31, 2023 Share Capital Ordinary Shares F Shares   Ordinary Shares F Shares Par value per share USD 0.01 USD 0.05   USD 0.01 USD 0.05 Share capital (in USD) 227,346 74,985   154,468 74,985 Total number of authorized shares           200,000,000             10,000,000             200,000,000             10,000,000 Total number of fully paid-in issued shares             22,734,630               1,499,700               15,446,807               1,499,700 Total number of fully paid-in outstanding shares             22,734,630               1,499,700               15,446,807               1,499,700 Total share capital (in USD) 302,331   229,453

Revenue	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue	Note 23.       Revenue   Nature of goods and services   The Group generates revenues from the sale of semiconductors secure chips and from Digital Certificates, Software as a Service, Software license and Post-Contract Customer Support (PCS) for cybersecurity applications. Products and services are sold principally separately but may also be sold in bundled packages.   For bundled packages, the Group accounts for individual products and services separately if they are distinct – i.e. if a product or service is separately identified from other items in the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available or estimated based on the Adjusted Market Assessment approach (e.g. licenses), or the Expected Cost-Plus Margin approach (e.g., PCS).   The following is a description of the principal activities from which the Group generates its revenue across all reportable segments.   Product and services Nature, timing of satisfaction of performance obligations and significant payment terms Semiconductors secure chips Although they may be sold in connection with other services of the Group, they always represent distinct performance obligations. The Group recognizes revenue when a customer takes possession of the chips, which usually occurs when the goods are delivered. Customers typically pay once goods are delivered. SaaS The Group’s SaaS arrangements cover the provision of cloud-based certificates for authentication purposes such as Device Attestation Certificates (DACs) for MATTER Protocol, IoT Device to Cloud Authentication, or Device-to-Device Authentication. The Group recognizes revenue on a straight-line basis over the service period which is usually yearly renewable. Where lifelong certificates are issued, the Group recognizes revenue when the certificate is delivered and usable by the customer. Customers usually pay ahead of the service period; the paid amounts which have not yet been recognized as revenue are shown as deferred revenue on the balance sheet. Software and INeS Certificate Management Platform The Group provides software for certificates life-cycle management and signing and authentication solutions through its INeS Certificate Management Platform. The Group recognizes revenue when the software has been delivered or the platform has been set up, and PCS revenue over the service period which is usually one-year renewable. Customers pay upon delivery of the software or over the PCS. Implementation, integration and other services The Group provides services to implement and integrate multi-element cybersecurity solutions. Most of the time the solution elements are off-the-shelve non-customized components which represent distinct performance obligations. Implementation and integration services are payable when rendered, while other revenue elements are payable and recognized as per their specific description in this section.   Disaggregation of revenue   The following table shows the Group’s revenues disaggregated by product or service type:   Disaggregation of revenue Revenue recognized At one point in time   Total (unaudited)   6 months ended June 30,   6 months ended June 30, USD'000   2024 2023   2024 2023 Secure Microcontrollers Segment             Secure chips Upon delivery 3,872 10,156   3,872 10,156 Total Secure Microcontrollers Segment 3,872 10,156   3,872 10,156 All Other Segment             Secure chips Upon delivery 956 4,595   956 4,595 Total All Other Segment 956 4,595   956 4,595 Total Revenue 4,828 14,751   4,828 14,751    For the six months ended June 30, 2024 and 2023, the Group recorded no revenues related to performance obligations satisfied in prior periods.     The following table shows the Group’s revenues disaggregated by geography, based on our customers’ billing addresses:   Net sales by region Unaudited 6 months ended June 30, USD'000 2024   2023 Secure Microcontrollers Segment       North America 2,950   7,956 Europe, Middle East and Africa 589   1,388 Asia Pacific 333   812 Total Secure Microcontrollers segment revenue 3,872   10,156 All Other Segment       North America 108   418 Europe, Middle East and Africa 291   3,033 Asia Pacific 557   1,144 Total All Other segment revenue 956   4,595 Total net sales 4,828   14,751   Contract assets, deferred revenue and contract liability   Our contract assets, deferred revenue and contract liability consist of:      As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Trade accounts receivable       Trade accounts receivable - Secure Microcontrollers Segment                            1,255                              3,553 Trade accounts receivable - All Other Segment                               310                              1,550 Total trade accounts receivable                            1,565                              5,103 Customer contract liabilities       Customer contract liabilities - current                                 28                                 125 Total customer contract liabilities                                 28                                 125 Deferred revenue       Deferred revenue - Secure Microcontrollers Segment                                   2                                    -    Total deferred revenue                                   2                                    -       Increases or decreases in trade accounts receivable, contract assets, deferred revenue and contract liability were primarily due to normal timing differences between our performance and customer payments.   Remaining performance obligations   As of June 30, 2024, approximately USD 1,799 is expected to be recognized from remaining performance obligations for contracts. We expect to recognize revenue for these remaining performance obligations in 2024 and 2025.

Stock-based compensation	6 Months Ended
	Jun. 30, 2024
Compensation Related Costs [Abstract]
Stock-based compensation	Note 24.       Stock-based compensation   Employee stock option plans   The F Share Option Plan (“FSOP”) and the Employee Share Option Plan (“ESOP”) were approved respectively on January 19, 2023, and September 15, 2023 by the Board of directors of SEALSQ.   Grants   In the 12 months to December 31, 2023, the Group granted a total of 77 options exercisable in F Shares.   The options granted consisted of 77 options with immediate vesting granted to employees, none of which had been exercised as of June 30, 2024.   The options granted were valued at grant date using the Black-Scholes model.   There was no grant of options on Ordinary Shares under the ESOP in the year ended December 31, 2023.   In the 6 months to June 30, 2024, the Group granted a total of 36,937 options exercisable in Ordinary Shares.   The options granted consisted of 36,937 options with immediate vesting granted to Board members, none of which had been exercised as of June 30, 2024.   The options granted were valued at grant date using the Black-Scholes model.   There was no grant of options on F Shares under the FSOP in the six months ended June 30, 2024.   Stock option charge to the income statement   The Group calculates the fair value of options granted by applying the Black-Scholes option pricing model. Expected volatility is based on the other companies (in the same industry and of a similar size) share price volatility.   In the six months ended June 30, 2024, a total charge of USD 42,095 for options granted to Board members was recognized in the consolidated income statement calculated by applying the Black-Scholes model at grant, in relation to options.   The following assumptions were used to calculate the compensation expense and the calculated fair value of stock options granted:   Assumption June 30, 2024   June 30, 2023 Dividend yield None   None Risk-free interest rate used (average) 1.00%   1.00% Expected market price volatility 65.31%   73.19% Average remaining expected life of stock options on F Shares (years) 5.69   6.69 Average remaining expected life of stock options on Ordinary Shares (years) 6.91   n/a    Unvested options to employees as at June 30, 2024 were recognized prorata temporis over the service period (grant date to vesting date).   The following tables illustrate the development of the Group’s non-vested options in F Shares and Ordinary Shares for the six months ended June 30, 2024.   Non-vested options on F Shares Number of F Shares under options Weighted-average grant date fair value (USD) Non-vested options as at December 31, 2022 — — Granted 77 6.39 Vested 77 6.39 Non-vested forfeited or cancelled - - Non-vested options as at December 31, 2023 — — Granted - - Vested - - Non-vested forfeited or cancelled - - Non-vested options as at June 30, 2024 — —     Non-vested options on Ordinary Shares Number of Ordinary Shares under options Weighted-average grant date fair value (USD) Non-vested forfeited or cancelled -  - Non-vested options as at December 31, 2022 —   — Granted - - Vested - - Non-vested forfeited or cancelled - - Non-vested options as at December 31, 2023 —   — Granted 36,937 1.14 Vested 36,937 1.14 Non-vested forfeited or cancelled - - Non-vested options as at June 30, 2024 —   —    The following tables summarize the Group’s stock option activity for the six months ended June 30, 2024.   Options on F Shares SEAL F Shares under options Weighted-average exercise price (USD) Weighted average remaining contractual term (in years) Aggregate intrinsic value (USD) Outstanding as at December 31, 2022 — — — — Of which vested - - - - Granted 77 0.05 - - Outstanding as at December 31, 2023 77 0.05 6.19 19 Of which vested 77 0.05 6.19 19 Granted - - - - Outstanding as at June 30, 2024 77 0.05 5.69 9 Of which vested 77 0.05 5.69 9   Options on Ordinary Shares SEAL Ordinary Shares under options Weighted-average exercise price (USD) Weighted average remaining contractual term (in years) Aggregate intrinsic value (USD) Outstanding as at December 31, 2022 — — — — Of which vested - - - - Granted - - - - Outstanding as at December 31, 2023 — — — — Of which vested - - - - Granted 36,937 0.01 - - Outstanding as at June 30, 2024 36,937 0.01 6.91 29,804 Of which vested 36,937 0.01 6.91 29,804     Summary of stock-based compensation expenses    Stock-based compensation expenses Unaudited 6 months ended June 30, USD 2024   2023 In relation to Employee Stock Option Plans (ESOP)  42     — In relation to non-ESOP Option Agreements  —    — Total 42    —   Stock-based compensation expenses are recorded under the following expense categories in the income statement.   Stock-based compensation expenses Unaudited 6 months ended June 30, USD'000 2024   2023 Research & development expenses   —     —    Selling & marketing expenses   —      —    General & administrative expenses   42     —    Total   42     —

Non-operating income	6 Months Ended
	Jun. 30, 2024
Other Income and Expenses [Abstract]
Non-operating income	Note 25.       Non-operating income   Non-operating income consisted of the following:           Unaudited 6 months ended June 30, USD'000 2024   2023 Foreign exchange gain 204   125 Interest income 254   55 Other 7   - Total non-operating income 465   180

Non-operating expenses	6 Months Ended
	Jun. 30, 2024
Non-operating Expenses
Non-operating expenses	Note 26.       Non-operating expenses   Non-operating expenses consisted of the following:             Unaudited 6 months ended June 30, USD'000 2024   2023 Foreign exchange losses 3   253 Financial charges 2   2 Interest expense 361   52 Other 6   6 Total non-operating expenses 372   313

Income taxes	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income taxes	Note 27.       Income taxes   The Group assesses the recoverability of its deferred tax assets and, to the extent recoverability does not satisfy the “more likely than not” recognition criterion under ASC 740, records a valuation allowance against its deferred tax assets. The Group considered its recent operating results and anticipated future taxable income in assessing the need for its valuation allowance.     In the years up until and including 2021, the Group recorded a valuation allowance for the full amount of its deferred tax assets. However, in view of the Group’s income before income tax in the year ended December 31, 2022, and of the anticipated future taxable income per management’s forecast, the Group assessed that the recoverability of its deferred tax assets partially satisfied the “more likely than not” recognition criterion under ASC 740 as at December 31, 2022 and, therefore, partially reversed the valuation allowance previously recorded.   As at June 30, 2024, the Group assessed that the recoverability of its deferred tax assets still partially satisfied the “more likely than not” recognition criteria under ASC 740, but that it would spread over more years than initially calculated. The Group considered its recent operating results and anticipated future taxable income in assessing the need for its valuation allowance and assessed that the valuation allowance should be increased to reflect the expected delay in the recoverability of its deferred tax assets, as reflected in the tables below.   The Group’s deferred tax assets and liabilities consist of the following:   Deferred income tax assets/(liabilities) As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Switzerland -                              - Foreign 1,775                         3,077 Deferred income tax assets / (liabilities) 1,775                         3,077    Deferred tax assets and liabilities As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Defined benefit accrual                            (3)                              (3) Tax loss carryforwards 6,710                       4,468 Add back loss carryforwards used for the debt remission 803                            828 Valuation allowance                    (5,735)                      (2,216) Deferred tax assets / (liabilities) 1,775                        3,077

Segment reporting	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Segment reporting	Note 28.       Segment reporting   The Group has one operating segment that meets the criteria set in ASC 280-10-50: Secure Microcontrollers. The Group’s chief operating decision maker, who is its Chief Executive Officer, reviews financial performance of this operating segment for purposes of allocating resources and assessing budgets and performance.   The remaining non-reportable operating segments and other business activities that are not identified as operating segments are combined and disclosed in an “all other” standalone category.   The Secure Microcontrollers segment encompasses the design, manufacturing, sales and distribution of high-end, Common Criteria EAL5+ & FIPS 140-3-certified secure microprocessors.                            Unaudited 6 months ended June 30, 2024   2023   Secure Microcontrollers   All Other   Total   Secure Microcontrollers   All Other   Total Revenues from external customers 3,872   956   4,828   10,156   4,595   14,751 Intersegment revenues -   1,084   1,084   -   231   231 Interest revenue 204   50   254   38   17   55 Interest expense 290   71   361   36   16   52 Depreciation and amortization 241   60   301   190   86   275 Segment income /(loss) before income taxes (4,180)   (5,222)   (9,402)   718   (1,262)   (544) Profit / (loss) from intersegment sales -   52   52   -   11   11 Income tax recovery / (expense) (1,046)   (258)   (1,304)   -   (320)   (320) Segment assets 12,732   23,938   36,670   13,279   7,864   24,148    Unaudited 6 months ended June 30, 2024   2023   USD'000   USD'000 Revenue reconciliation       Total revenue for reportable segment 5,912   14,982 Elimination of intersegment revenue (1,084)   (231) Total consolidated revenue 4,828   14,751         Loss reconciliation       Total loss from reportable segments (9,402)   (544) Elimination of intersegment profits (52)   (11) Loss before income taxes (9,454)   (555)     As at June 30, 2024   2023   USD'000   USD'000 Asset reconciliation       Total assets from reportable segments 36,670   24,148 Elimination of intersegment receivables (4,436)   (71) Consolidated total assets 32,234   24,077    Revenue and property, plant and equipment by geography   The following tables summarize geographic information for net sales based on the billing address of the customer, and for property, plant and equipment.   Net sales by region Unaudited 6 months ended June 30, USD'000 2024   2023 North America 3,058   8,374 Europe, Middle East & Africa 880   4,421 Asia Pacific 890   1,956 Total net sales 4,828   14,751    Property, plant and equipment, net of depreciation, by region As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Europe, Middle East & Africa 3,013   3,230 Total Property, plant and equipment, net of depreciation 3,013   3,230

Loss per share	6 Months Ended
	Jun. 30, 2024
Earnings per Ordinary Share (USD)
Loss per share	Note 29.       Loss per share   The computation of basic and diluted net earnings / (loss) per share for the Group is as follows:           Unaudited 6 months ended June 30, Earnings / (loss) per share    2024 2023 Net loss (USD'000) (10,758)   (875) Effect of potentially dilutive instruments on net earnings (USD'000) n/a   n/a Net loss after effect of potentially dilutive instruments (USD'000) (10,758)   (875) Ordinary Shares used in net earnings / (loss) per share computation:       Weighted average shares outstanding - basic 21,199,165   7,501,500 Effect of potentially dilutive equivalent shares n/a   n/a Weighted average shares outstanding - diluted 21,199,165   7,501,500 Net earnings / (loss) per Ordinary Share       Basic weighted average loss per share (USD) (0.37)   (0.06) Diluted weighted average loss per share (USD) (0.37)   (0.06)         F Shares used in net earnings / (loss) per share computation:       Weighted average shares outstanding - basic 1,499,700   1,499,700 Effect of potentially dilutive equivalent shares n/a   n/a Weighted average shares outstanding - diluted 1,499,700   1,499,700         Net earnings / (loss) per F Share       Basic weighted average loss per share (USD) (1.87)   (0.29) Diluted weighted average loss per share (USD) (1.87)   (0.29)

Legal proceedings	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Legal proceedings	Note 30.       Legal proceedings   We are currently not party to any legal proceedings and claims that are not provided for in our financial statements.   Starting in 2023 until April 2024, the French customs authorities carried out an audit of our exportation documents and found some administrative errors. In June 2024, we submitted observations to the French customs authorities contesting the legal qualification of the infringement notified. As at June 30, 2024, the French customs authorities have not yet disclosed their conclusion or a course of action in relation to their findings. We note that the administrative errors identified in our exportation documents had no financial impact on our current or historical financial statements and did not result in any error or misstatement in our historical financial statements. However, management believes that there is a reasonable possibility that a penalty may be incurred in relation to this matter, but a reasonable estimate of such loss cannot be made as at June 30, 2024.

Related parties disclosure	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related parties disclosure	Note 31.       Related parties disclosure   Subsidiaries   As at June 30, 2024, the condensed consolidated financial statements of the Group include the entities listed in the following table:   Group Company Name   Country of incorporation   Year of incorporation   Share Capital   % ownership as at June 30, 2024   % ownership as at December 31, 2023   Nature of business SEALSQ France SAS   France   2010   EUR 1,473,162   100.0%   100.0%   Chip manufacturing, sales & distribution WISeKey IoT Japan KK   Japan   2017   JPY 1,000,000   100.0%   100.0%   Sales & distribution WISeKey IoT Taiwan   Taiwan   2017   TWD    100,000   100.0%   100.0%   Sales & distribution    Related party transactions and balances           Receivables as at   Payables as at   Net expenses to   Net income from     Related Parties   June 30,   December 31,   June 30,   December 31,   in the 6 months ended June 30,   in the 6 months ended June 30,     (in USD'000)   2024 (unaudited)   2023     2024 (unaudited)   2023     2024 (unaudited)   2023 (unaudited)   2024 (unaudited)   2023 (unaudited) 1   John O’Hara   -   -   158   -   -   -   -   - 2   Ruma Bose   -   -   33   28   28   -   -   - 3   Cristina Dolan   -   -   5   -   12   -   -   - 4   David Fergusson   -   -   -   -   9   -   -   - 5   Danil Kerimi   -   -   22   8   44   -   -   - 6   Eric Pellaton   -   -   5   -   13   -   -   - 7   WISeKey International Holding AG   -   -   4,643   7,100   2,066   1,898   -   - 8   WISeKey SA   -   -   551   -   510   -   -   - 9   WISeKey USA Inc   -   -   -   981   -   492   -   - 10   WISeKey Semiconductors GmbH   -   -   849   881   84   81   -   - 11   WISeCoin AG   -   -   3,417   3,389   37   37   -   -     Total   -   -   9,683   12,387   2,803   2,508   -   -    1. John O’Hara is a member of the Board and the CFO of SEALSQ Corp. A short-term payable to John O’Hara in an amount of USD 158,314 was outstanding as at June 30, 2024, made up of accrued bonuses.   2. Ruma Bose is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended, and the payable balance as at, June 30, 2024 relate to her Board fee.     3. Cristina Dolan is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended, and the payable balance as at, June 30, 2024 relate to her Board fee.   4. David Fergusson is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement the six months ended June 30, 2024 relate to his Board fee.   5. Danil Kerimi is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended, and the payable balance as at, June 30, 2024 relate to his Board fee.   6. Eric Pellaton is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the six months ended, and the payable balance as at, June 30, 2024 relate to his Board fee.   7. WISeKey International Holding AG has a controlling interest in the SEALSQ Group. It provides financing and management services, including, but not limited to, sales and marketing, accounting, finance, legal, taxation, business and strategy consulting, public relations, marketing, risk management, information technology and general management. The expenses in relation to WISeKey International Holding AG for the six months ended June 30, 2024 relate to interest on outstanding loans and the recharge of management services.   8. WISeKey SA is part of the group headed by WISeKey International Holding AG (the “WISeKey Group”) and employs supporting staff who work for the SEALSQ Group. The expenses in relation to WISeKey SA in the six months ended June 30, 2024, relates to the recharge of employee costs.   9. WISeKey USA Inc is part of the WISeKey Group and employs sales staff who work for the SEALSQ Group. The expenses in relation to WISeKey USA Inc. in the six months ended June 30, 2024 relate to the recharge of employee costs.   10. WISeKey Semiconductors GmbH is part of the WISeKey Group and employs sales staff who work for the SEALSQ Group. The expenses in relation to WISeKey Semiconductors GmbH in the six months ended June 30, 2024 relate to the recharge of employee costs.   11. WISeCoin AG is part of the WISeKey Group. The expenses recorded in the six months ended June 30, 2024 relate to interest on an outstanding loan.

Subsequent events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent events	Note 32.       Subsequent events   L1 SPA After June 30, 2024, L1 converted the remaining balance of USD 1.1 million on the Second L1 Note and USD 450,000 on the Third L1 Note, resulting in the delivery of a total of 4,103,597 Ordinary Shares of SEALSQ.   Anson SPA   After June 30, 2024, Anson converted USD 450,000 on the Third Anson Note, resulting in the delivery of a total of 1,275,000 Ordinary Shares of SEALSQ.

Impacts of ongoing conflicts	6 Months Ended
	Jun. 30, 2024
Impacts Of Ongoing Conflicts
Impacts of ongoing conflicts	Note 33.       Impacts of ongoing conflicts    Impacts of the war in Ukraine   Following the outbreak of the war in Ukraine in late February 2022, several countries imposed sanctions on Russia, Belarus and certain regions in Ukraine. There has been an abrupt change in the geopolitical situation, with significant uncertainty about the duration of the conflict, changing scope of sanctions and retaliation actions including new laws.   The SEALSQ Group does not have any operation or customer in Russia, Belarus or Ukraine, and, as such, does not foresee any direct impact of the war on its operations. However, the war has also contributed to an increase in volatility in currency markets, energy prices, raw material and other input costs, which may impact the Group’s supply chain in the future.   As at June 30, 2024, SEALSQ has assessed the consequences of the war for its financial disclosures and considered the impacts on key judgments and significant estimates, and has concluded that no changes were required. SEALSQ will continue to monitor these areas of increased risk for material changes.   Impacts of the Israel–Hamas conflict   Israel’s declaration of war on Hamas in October 2023 has degraded the geopolitical environment in the region and created uncertainty.   The SEALSQ Group does not have any operation or customer in that region, and, as such, does not foresee any direct impact of the war on its operations. However, depending on its duration and intensity, the war may adversely affect the global economy, financial markets and the Group’s supply chain in the future.   As at June 30, 2024, SEALSQ has assessed the consequences of the war for its financial disclosures and considered the impacts on key judgments and significant estimates, and has concluded that no changes were required. SEALSQ will continue to monitor these areas of increased risk for material changes.

Summary of significant accounting policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements    Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated:   As of January 1, 2024, the Group adopted Accounting Standards Update (ASU) 2023-01 Leases (Topic 842): Common Control Arrangements which requires all companies to amortize leasehold improvements associated with common control leases over the asset’s useful life to the common control group regardless of the lease term. ASU 2023-01 requires leasehold improvements associated with leases between entities under common control to be amortized over the useful life of the improvements until the lessee ceases to control the use of the underlying asset through a lease, at which time the remaining value of the leasehold improvement would be accounted for as a transfer between entities under common control.   There was no impact on the Group's results upon adoption of the standard.     New FASB Accounting Standard to be adopted in the future:   In November 2023, the FASB issued ASU No 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances current segment disclosures and requires additional disclosures of significant segment expenses.   Summary: The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.   Effective Date: ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted.   The Group expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact.   In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.   Summary: The intent of this standard is to enhance the decision usefulness of income tax disclosures. The standard applies to all entities subject to ASC Topic 740, Income Taxes. In addition, entities will be required to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes. They will also disclose the amount of income taxes paid (net of refunds) disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. The standard also outlines additional disclosure requirements for all entities and specific updates for public business entities.   Effective Date: ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted.   The Group expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact.

Concentration of credit risks (Tables)	6 Months Ended
	Jun. 30, 2024
Risks and Uncertainties [Abstract]
Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor	Revenue concentration (% of total net sales)   Receivables concentration  (% of total accounts receivable)   Unaudited 6 months ended June 30,   As at June 30, As at December 31,   2024 2023   2024 (unaudited) 2023 Multinational electronics contract manufacturing company 4% 22%   - 15% Multinational telecommunication & hardware manufacturing company - -   - 12% International digital security company 1% 12%   - - International software services provider 1% 5%   - 14% International computer and hardware manufacturer 22% 3%   65% 12% International equipment and software manufacturer - 3%   - 19% International electronic components manufacturer 12% 8%   - -

Fair value measurements (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis	As at June 30, 2024 (unaudited)   As at December 31, 2023   Fair value level   USD'000 Carrying amount Fair value   Carrying amount Fair value   Note ref. Fair Value of Financial Instruments                 Accounts receivable 1,565 1,565   5,053 5,053   3 8 Accounts payable 6,904 6,904   6,963 6,963   3 16 Indebtedness to related parties, current - -   1,278 1,278   3 19 Bonds, mortgages and other long-term debt 1,734 1,734   1,654 1,654   3 18 Convertible note payable, noncurrent 9,313 10,413   1,519 1,846   3 18 Indebtedness to related parties, noncurrent 7,478 7,478   9,695 9,695   3 19

Accounts receivable (Tables)	6 Months Ended
	Jun. 30, 2024
Credit Loss [Abstract]
Accounts Receivable - Schedule of Accounts Receivable	The breakdown of the accounts receivable balance is detailed below:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Trade accounts receivable 1,634   5,103 Allowance for credit losses (69)   (50) Total accounts receivable net of allowance for credit losses 1,565   5,053

Inventories (Tables)	6 Months Ended
	Jun. 30, 2024
Inventory Disclosure [Abstract]
Inventories - Schedule of Inventories, Current	Inventories consisted of the following:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Raw materials 635   1,025 Work in progress 151   4,206 Finished goods 1,986   - Total inventories 2,772   5,231

Other current assets (Tables)	6 Months Ended
	Jun. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Current Assets - Schedule of Other Current Assets	Other current assets consisted of the following:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Value-Added Tax Receivable 390   415 Advanced payment to suppliers 209   346 Deposits, current 5   4 Other current assets 21   - Total other current assets 625   765

Property, plant and equipment (Tables)	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment - Schedule of Property, Plant and Equipment	Property, plant and equipment, net consisted of the following:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Machinery & equipment 13,309   13,275 Office equipment and furniture 2,321   2,321 Computer equipment and licenses 760   710 Total property, plant and equipment gross 16,390   16,306         Accumulated depreciation for:       Machinery & equipment (10,476)   (10,241) Office equipment and furniture (2,300)   (2,279) Computer equipment and licenses (601)   (556) Total accumulated depreciation (13,377)   (13,076) Total property, plant and equipment, net 3,013   3,230 Depreciation charge for the 6 months ended June 30, 301   273

Intangible assets (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets - Schedule of Finite-Lived Intangible Assets	Intangible assets and future amortization expenses consisted of the following:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Intangible assets subject to amortization:       Patents 2,281   2,281 License agreements 1,699   1,699 Other intangibles 923   923 Total intangible assets gross 4,903   4,903 Accumulated amortization for:       Patents (2,281)   (2,281) License agreements (1,699)   (1,699) Other intangibles (923)   (923) Total accumulated amortization (4,903)   (4,903) Total intangible assets subject to amortization, net -   - Total intangible assets, net -   - Amortization charge for the 6 months ended June 30, -   1

Leases (Tables)	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Leases - Schedule of Lease Costs	During the six months ended June 30, 2024 and 2023, we recognized rent expenses associated with our leases as follows:             Unaudited 6 months ended June 30, USD'000 2024   2023 Operating lease cost:       Fixed rent expense                              171                                172 Short-term lease cost -                                    - Net lease cost                              171                                172 Lease cost - Cost of sales -     - Lease cost - General & administrative expenses  171    172 Net lease cost                              171                                172
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases	In the six months ended June 30, 2024, and in the year ended December 31, 2023, we had the following cash and non-cash activities associated with our leases:     As at June 30,   As at December 31, USD'000 2024   2023 Cash paid for amounts included in the measurement of lease liabilities:       Operating cash flows from operating leases                              169                                314 Non-cash investing and financing activities:       Net lease cost                              171                                172 Additions to ROU assets obtained from:       New operating lease liabilities                                62                                  66
Leases - Schedule of Right-Of-Use Assets and Lease Liabilities	The following table provides the details of right-of-use assets and lease liabilities as at June 30, 2024, and as at December 31, 2023:     As at June 30, 2024 As at December 31, 2023 USD'000 Right-of-use assets:     Operating leases                       1,181                            1,278 Total right-of-use assets                       1,181                            1,278 Lease liabilities:     Operating leases                       1,109                            1,229 Total lease liabilities                       1,109                            1,229
Leases - Schedule of Future Minimum Lease Payments	As at June 30, 2024, future minimum annual lease payments were as follows, which corresponds to the future minimum lease payments under legacy ASC 840 in line with ASU 2018-11.     USD'000 USD'000 USD'000 USD'000 Year Operating Short-term Finance Total 2024  170  -  -  170 2025  332  -  -  332 2026  303  -  -  303 2027  298  -  -  298 2028 and beyond  163  -  -  163 Total future minimum lease payments  1,266                   -  -  1,266 Less effects of discounting (157)  -  - (157) Lease liabilities recognized  1,109  -  -  1,109

Accounts payable (Tables)	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Accounts Payable - Schedule of Accounts Payable	The accounts payable balance consisted of the following:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Trade creditors 2,470   3,299 Accounts payable to shareholders 1,982   1,378 Accounts payable to Board Members 224   - Accounts payable to underwriters, promoters, and employees 812   1,150 Other accounts payable 1,416   1,136 Total accounts payable 6,904   6,963

Other current liabilities (Tables)	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Other Current Liabilities - Schedule of Other Current Liabilities	Other current liabilities consisted of the following:     As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Other tax payable 6   13 Customer contract liability, current 28   125 Total other current liabilities 34   138

Employee benefit plans (Tables)	6 Months Ended
	Jun. 30, 2024
Retirement Benefits [Abstract]
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations	Movement in Funded Status 6 months ended June 30, USD'000 2024 2023 Net Service cost                          18                          19 Interest cost / (credit)                            6                            7 Total Net Periodic Benefit Cost / (credit)                          24                          26 Employer contributions paid in the period                        (19)                        (13) Total Cashflow                        (19)                        (13)

Stockholders’ equity (Tables)	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Stockholders' Equity - Schedule of Stock by Class	Stockholders’ equity consisted of the following:                 SEALSQ Corp   SEALSQ Corp   As at June 30, 2024   As at December 31, 2023 Share Capital Ordinary Shares F Shares   Ordinary Shares F Shares Par value per share USD 0.01 USD 0.05   USD 0.01 USD 0.05 Share capital (in USD) 227,346 74,985   154,468 74,985 Total number of authorized shares           200,000,000             10,000,000             200,000,000             10,000,000 Total number of fully paid-in issued shares             22,734,630               1,499,700               15,446,807               1,499,700 Total number of fully paid-in outstanding shares             22,734,630               1,499,700               15,446,807               1,499,700 Total share capital (in USD) 302,331   229,453

Revenue (Tables)	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue - Schedule of Disaggregation of Revenue	The following table shows the Group’s revenues disaggregated by product or service type:   Disaggregation of revenue Revenue recognized At one point in time   Total (unaudited)   6 months ended June 30,   6 months ended June 30, USD'000   2024 2023   2024 2023 Secure Microcontrollers Segment             Secure chips Upon delivery 3,872 10,156   3,872 10,156 Total Secure Microcontrollers Segment 3,872 10,156   3,872 10,156 All Other Segment             Secure chips Upon delivery 956 4,595   956 4,595 Total All Other Segment 956 4,595   956 4,595 Total Revenue 4,828 14,751   4,828 14,751
Revenue - Schedule of Disaggregation of Revenue by Geographic Areas	The following table shows the Group’s revenues disaggregated by geography, based on our customers’ billing addresses:   Net sales by region Unaudited 6 months ended June 30, USD'000 2024   2023 Secure Microcontrollers Segment       North America 2,950   7,956 Europe, Middle East and Africa 589   1,388 Asia Pacific 333   812 Total Secure Microcontrollers segment revenue 3,872   10,156 All Other Segment       North America 108   418 Europe, Middle East and Africa 291   3,033 Asia Pacific 557   1,144 Total All Other segment revenue 956   4,595 Total net sales 4,828   14,751
Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability	Our contract assets, deferred revenue and contract liability consist of:      As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Trade accounts receivable       Trade accounts receivable - Secure Microcontrollers Segment                            1,255                              3,553 Trade accounts receivable - All Other Segment                               310                              1,550 Total trade accounts receivable                            1,565                              5,103 Customer contract liabilities       Customer contract liabilities - current                                 28                                 125 Total customer contract liabilities                                 28                                 125 Deferred revenue       Deferred revenue - Secure Microcontrollers Segment                                   2                                    -    Total deferred revenue                                   2                                    -

Stock-based compensation (Tables)	6 Months Ended
	Jun. 30, 2024
Compensation Related Costs [Abstract]
Stock-Based Compensation - Schedule of Share Based Payment Award, Stock Options, Valuation Assumptions	The following assumptions were used to calculate the compensation expense and the calculated fair value of stock options granted:   Assumption June 30, 2024   June 30, 2023 Dividend yield None   None Risk-free interest rate used (average) 1.00%   1.00% Expected market price volatility 65.31%   73.19% Average remaining expected life of stock options on F Shares (years) 5.69   6.69 Average remaining expected life of stock options on Ordinary Shares (years) 6.91   n/a
Stock-Based Compensation - Schedule of Share Based Compensation Stock Options Activity	The following tables illustrate the development of the Group’s non-vested options in F Shares and Ordinary Shares for the six months ended June 30, 2024.   Non-vested options on F Shares Number of F Shares under options Weighted-average grant date fair value (USD) Non-vested options as at December 31, 2022 — — Granted 77 6.39 Vested 77 6.39 Non-vested forfeited or cancelled - - Non-vested options as at December 31, 2023 — — Granted - - Vested - - Non-vested forfeited or cancelled - - Non-vested options as at June 30, 2024 — —     Non-vested options on Ordinary Shares Number of Ordinary Shares under options Weighted-average grant date fair value (USD) Non-vested forfeited or cancelled -  - Non-vested options as at December 31, 2022 —   — Granted - - Vested - - Non-vested forfeited or cancelled - - Non-vested options as at December 31, 2023 —   — Granted 36,937 1.14 Vested 36,937 1.14 Non-vested forfeited or cancelled - - Non-vested options as at June 30, 2024 —   —    The following tables summarize the Group’s stock option activity for the six months ended June 30, 2024.   Options on F Shares SEAL F Shares under options Weighted-average exercise price (USD) Weighted average remaining contractual term (in years) Aggregate intrinsic value (USD) Outstanding as at December 31, 2022 — — — — Of which vested - - - - Granted 77 0.05 - - Outstanding as at December 31, 2023 77 0.05 6.19 19 Of which vested 77 0.05 6.19 19 Granted - - - - Outstanding as at June 30, 2024 77 0.05 5.69 9 Of which vested 77 0.05 5.69 9   Options on Ordinary Shares SEAL Ordinary Shares under options Weighted-average exercise price (USD) Weighted average remaining contractual term (in years) Aggregate intrinsic value (USD) Outstanding as at December 31, 2022 — — — — Of which vested - - - - Granted - - - - Outstanding as at December 31, 2023 — — — — Of which vested - - - - Granted 36,937 0.01 - - Outstanding as at June 30, 2024 36,937 0.01 6.91 29,804 Of which vested 36,937 0.01 6.91 29,804
Stock-Based Compensation - Schedule of Compensation Expense	Summary of stock-based compensation expenses    Stock-based compensation expenses Unaudited 6 months ended June 30, USD 2024   2023 In relation to Employee Stock Option Plans (ESOP)  42     — In relation to non-ESOP Option Agreements  —    — Total 42    —   Stock-based compensation expenses are recorded under the following expense categories in the income statement.   Stock-based compensation expenses Unaudited 6 months ended June 30, USD'000 2024   2023 Research & development expenses   —     —    Selling & marketing expenses   —      —    General & administrative expenses   42     —    Total   42     —

Non-operating income (Tables)	6 Months Ended
	Jun. 30, 2024
Other Income and Expenses [Abstract]
Non-Operating Income - Schedule of Non-Operating Income	Non-operating income consisted of the following:           Unaudited 6 months ended June 30, USD'000 2024   2023 Foreign exchange gain 204   125 Interest income 254   55 Other 7   - Total non-operating income 465   180

Non-operating expenses (Tables)	6 Months Ended
	Jun. 30, 2024
Non-operating Expenses
Non-Operating Expenses - Schedule of Non-Operating Expenses	Non-operating expenses consisted of the following:             Unaudited 6 months ended June 30, USD'000 2024   2023 Foreign exchange losses 3   253 Financial charges 2   2 Interest expense 361   52 Other 6   6 Total non-operating expenses 372   313

Income taxes (Tables)	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes - Schedule of Deferred Tax Assets and Liabilities	The Group’s deferred tax assets and liabilities consist of the following:   Deferred income tax assets/(liabilities) As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Switzerland -                              - Foreign 1,775                         3,077 Deferred income tax assets / (liabilities) 1,775                         3,077    Deferred tax assets and liabilities As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Defined benefit accrual                            (3)                              (3) Tax loss carryforwards 6,710                       4,468 Add back loss carryforwards used for the debt remission 803                            828 Valuation allowance                    (5,735)                      (2,216) Deferred tax assets / (liabilities) 1,775                        3,077

Segment reporting (Tables)	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Segment Reporting - Schedule of Segment Reporting Information by Segment	Unaudited 6 months ended June 30, 2024   2023   Secure Microcontrollers   All Other   Total   Secure Microcontrollers   All Other   Total Revenues from external customers 3,872   956   4,828   10,156   4,595   14,751 Intersegment revenues -   1,084   1,084   -   231   231 Interest revenue 204   50   254   38   17   55 Interest expense 290   71   361   36   16   52 Depreciation and amortization 241   60   301   190   86   275 Segment income /(loss) before income taxes (4,180)   (5,222)   (9,402)   718   (1,262)   (544) Profit / (loss) from intersegment sales -   52   52   -   11   11 Income tax recovery / (expense) (1,046)   (258)   (1,304)   -   (320)   (320) Segment assets 12,732   23,938   36,670   13,279   7,864   24,148
Segment Reporting - Schedule of Reconciliation of Revenue	Unaudited 6 months ended June 30, 2024   2023   USD'000   USD'000 Revenue reconciliation       Total revenue for reportable segment 5,912   14,982 Elimination of intersegment revenue (1,084)   (231) Total consolidated revenue 4,828   14,751         Loss reconciliation       Total loss from reportable segments (9,402)   (544) Elimination of intersegment profits (52)   (11) Loss before income taxes (9,454)   (555)
Segment Reporting - Schedule of Reconciliation of Assets	As at June 30, 2024   2023   USD'000   USD'000 Asset reconciliation       Total assets from reportable segments 36,670   24,148 Elimination of intersegment receivables (4,436)   (71) Consolidated total assets 32,234   24,077
Segment Reporting - Schedule of Revenue and Property, Plant and Equipment by Geography	The following tables summarize geographic information for net sales based on the billing address of the customer, and for property, plant and equipment.   Net sales by region Unaudited 6 months ended June 30, USD'000 2024   2023 North America 3,058   8,374 Europe, Middle East & Africa 880   4,421 Asia Pacific 890   1,956 Total net sales 4,828   14,751    Property, plant and equipment, net of depreciation, by region As at June 30,   As at December 31, USD'000 2024 (unaudited)   2023 Europe, Middle East & Africa 3,013   3,230 Total Property, plant and equipment, net of depreciation 3,013   3,230

Loss per share (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings per Ordinary Share (USD)
Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted	The computation of basic and diluted net earnings / (loss) per share for the Group is as follows:           Unaudited 6 months ended June 30, Earnings / (loss) per share    2024 2023 Net loss (USD'000) (10,758)   (875) Effect of potentially dilutive instruments on net earnings (USD'000) n/a   n/a Net loss after effect of potentially dilutive instruments (USD'000) (10,758)   (875) Ordinary Shares used in net earnings / (loss) per share computation:       Weighted average shares outstanding - basic 21,199,165   7,501,500 Effect of potentially dilutive equivalent shares n/a   n/a Weighted average shares outstanding - diluted 21,199,165   7,501,500 Net earnings / (loss) per Ordinary Share       Basic weighted average loss per share (USD) (0.37)   (0.06) Diluted weighted average loss per share (USD) (0.37)   (0.06)         F Shares used in net earnings / (loss) per share computation:       Weighted average shares outstanding - basic 1,499,700   1,499,700 Effect of potentially dilutive equivalent shares n/a   n/a Weighted average shares outstanding - diluted 1,499,700   1,499,700         Net earnings / (loss) per F Share       Basic weighted average loss per share (USD) (1.87)   (0.29) Diluted weighted average loss per share (USD) (1.87)   (0.29)

Related parties disclosure (Tables)	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest	As at June 30, 2024, the condensed consolidated financial statements of the Group include the entities listed in the following table:   Group Company Name   Country of incorporation   Year of incorporation   Share Capital   % ownership as at June 30, 2024   % ownership as at December 31, 2023   Nature of business SEALSQ France SAS   France   2010   EUR 1,473,162   100.0%   100.0%   Chip manufacturing, sales & distribution WISeKey IoT Japan KK   Japan   2017   JPY 1,000,000   100.0%   100.0%   Sales & distribution WISeKey IoT Taiwan   Taiwan   2017   TWD    100,000   100.0%   100.0%   Sales & distribution
Related Parties Disclosure - Schedule of Related Party Transactions	Receivables as at   Payables as at   Net expenses to   Net income from     Related Parties   June 30,   December 31,   June 30,   December 31,   in the 6 months ended June 30,   in the 6 months ended June 30,     (in USD'000)   2024 (unaudited)   2023     2024 (unaudited)   2023     2024 (unaudited)   2023 (unaudited)   2024 (unaudited)   2023 (unaudited) 1   John O’Hara   -   -   158   -   -   -   -   - 2   Ruma Bose   -   -   33   28   28   -   -   - 3   Cristina Dolan   -   -   5   -   12   -   -   - 4   David Fergusson   -   -   -   -   9   -   -   - 5   Danil Kerimi   -   -   22   8   44   -   -   - 6   Eric Pellaton   -   -   5   -   13   -   -   - 7   WISeKey International Holding AG   -   -   4,643   7,100   2,066   1,898   -   - 8   WISeKey SA   -   -   551   -   510   -   -   - 9   WISeKey USA Inc   -   -   -   981   -   492   -   - 10   WISeKey Semiconductors GmbH   -   -   849   881   84   81   -   - 11   WISeCoin AG   -   -   3,417   3,389   37   37   -   -     Total   -   -   9,683   12,387   2,803   2,508   -   -

Future operations and going concern (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating income/(loss)	$ (8,890)	$ (279)
Working capital	$ 18,800

Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Multinational Electronics Contract Manufacturing Company | Revenue
Concentration Risk [Line Items]
Concentration risk	4.00%	22.00%
Multinational Electronics Contract Manufacturing Company | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk			15.00%
Multinational Telecommunication and Hardware Manufacturing Company | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk			12.00%
International Digital Security Company | Revenue
Concentration Risk [Line Items]
Concentration risk	1.00%	12.00%
International Software Services Provider | Revenue
Concentration Risk [Line Items]
Concentration risk	1.00%	5.00%
International Software Services Provider | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk			14.00%
International Computer and Hardware Manufacturer | Revenue
Concentration Risk [Line Items]
Concentration risk	22.00%	3.00%
International Computer and Hardware Manufacturer | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk	65.00%		12.00%
International Equipment and Software Manufacturer | Revenue
Concentration Risk [Line Items]
Concentration risk		3.00%
International Equipment and Software Manufacturer | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk			19.00%
International Electronic Components Manufacturer | Revenue
Concentration Risk [Line Items]
Concentration risk	12.00%	8.00%

Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets, carrying amount	$ 32,234	$ 27,935	$ 24,077
Liabilities, carrying amount	27,010	22,904
Level 3 | Accounts Payable
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities, carrying amount	6,904	6,963
Liabilities, fair value	6,904	6,963
Level 3 | Indebtedness to Related Parties, Current
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities, carrying amount		1,278
Liabilities, fair value		1,278
Level 3 | Bonds, Mortgages and Other Long-Term Debt
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities, carrying amount	1,734	1,654
Liabilities, fair value	1,734	1,654
Level 3 | Convertible Note Payable, Noncurrent
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities, carrying amount	9,313	1,519
Liabilities, fair value	10,413	1,846
Level 3 | Indebtedness to Related Parties, Noncurrent
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities, carrying amount	7,478	9,695
Liabilities, fair value	7,478	9,695
Receivables | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets, carrying amount	1,565	5,053
Assets, fair value	$ 1,565	$ 5,053

Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Credit Loss [Abstract]
Trade accounts receivable	$ 1,634	$ 5,103
Allowance for credit losses	(69)	(50)
Total accounts receivable net of allowance for credit losses	$ 1,565	$ 5,053

Inventories - Schedule of Inventories, Current (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 635	$ 1,025
Work in progress	151	4,206
Finished goods	1,986
Total inventories	$ 2,772	$ 5,231

Government assistance (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Government Assistance [Abstract]
Research tax credits	$ 1,825,698	$ 1,718,248
Deferred research tax credits	$ 749,860	$ 1,075,838

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Value-Added Tax Receivable	$ 390	$ 415
Advanced payment to suppliers	209	346
Deposits, current	5	4
Other current assets	21
Total other current assets	$ 625	$ 765

Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 16,390	$ 16,306
Accumulated depreciation	(13,377)	(13,076)
Total property, plant and equipment from continuing operations, net	3,013	3,230
Depreciation charge for the year	301	273
Machinery & Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	13,309	13,275
Accumulated depreciation	(10,476)	(10,241)
Office Equipment and Furniture
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,321	2,321
Accumulated depreciation	(2,300)	(2,279)
Computer Equipment and Licenses
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	760	710
Accumulated depreciation	$ (601)	$ (556)

Property, plant and equipment (Details Narrative)	Jun. 30, 2024
Machinery & Equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	2 years
Machinery & Equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Production Masks
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Production Tools
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Licenses
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Software
Property, Plant and Equipment [Line Items]
Estimated useful lives	1 year

Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]
Total intangible assets gross	$ 4,903	$ 4,903
Accumulated amortization	(4,903)	(4,903)
Amortization charge for the 6 months ended June 30,	1
Patents
Finite-Lived Intangible Assets [Line Items]
Total intangible assets gross	2,281	2,281
Accumulated amortization	(2,281)	(2,281)
License Agreements
Finite-Lived Intangible Assets [Line Items]
Total intangible assets gross	1,699	1,699
Accumulated amortization	(1,699)	(1,699)
Other Intangibles
Finite-Lived Intangible Assets [Line Items]
Total intangible assets gross	923	923
Accumulated amortization	$ (923)	$ (923)

Intangible assets (Details Narrative)	Jun. 30, 2024
Patents | Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life	5 years
Patents | Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life	10 years
License Agreements | Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life	1 year
License Agreements | Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life	3 years
Other Intangibles
Finite-Lived Intangible Assets [Line Items]
Intangible asset useful life	5 years

Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Fixed rent expense	$ 171	$ 172
Short-term lease cost
Lease cost	171	172	$ 172
General & Administrative Expenses
Lease cost	$ 171	$ 172

Leases - Schedule of Cash and Non-Cash Activities Associated with Leases (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 169		$ 314
Non-cash investing and financing activities:
Net lease cost	171	$ 172	172
Additions to ROU assets obtained from:
New operating lease liabilities	$ 62		$ 66

Leases - Schedule of Right-Of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Right-of-use assets:
Total right-of-use assets	$ 1,181	$ 1,278
Lease liabilities:
Total lease liabilities	$ 1,109	$ 1,229

Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Operating - 2024	$ 170
Total lease payments - 2024	170
Operating - 2025	332
Total lease payments - 2025	332
Operating - 2026	303
Total lease payments - 2026	303
Operating - 2027	298
Total lease payments - 2027	298
Operating - 2028 and beyond	163
Total lease payments - 2028 and beyond	163
Operating - Total future minimum operating lease payments	1,266
Total Lease Payments - Total future minimum lease payments	1,266
Operating - Less effects of discounting	(157)
Total Lease Payments - Less effects of discounting	(157)
Operating - Lease liabilities recognized	1,109	$ 1,229
Total Lease Payments - Lease liabilities recognized	1,109
Other Liabilities
Operating - Lease liabilities recognized	$ 1,109

Leases (Details Narrative)	Jun. 30, 2024
Leases [Abstract]
Weighted-average remaining lease term, operating leases	3 years 11 months 12 days
Weighted average discount rate, operating leases	5.43%

Accounts Payable - Schedule of Accounts Payable (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Trade creditors	$ 2,470	$ 3,299
Accounts payable to shareholders	1,982	1,378
Accounts payable to Board Members	224
Accounts payable to underwriters, promoters, and employees	812	1,150
Other accounts payable	1,416	1,136
Total accounts payable	$ 6,904	$ 6,963

Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Other tax payable	$ 6	$ 13
Customer contract liability, current	28	125
Total other current liabilities	$ 34	$ 138

Bonds, mortgages and other long-term debt (Details Narrative) - USD ($)			1 Months Ended				6 Months Ended		12 Months Ended
	Jul. 12, 2023	Jul. 10, 2023	Mar. 31, 2024	Jan. 31, 2024	Jul. 31, 2023	Nov. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Mar. 01, 2024	Jan. 11, 2024	Jan. 09, 2024	Jul. 11, 2023
Short-Term Debt [Line Items]
Amortization of debt discount							$ 557,000	$ 143,000
Convertible promissory note							9,313,000		$ 1,519,000
Conversion of debt, amount							10,725,000
Private Placement | L1 Capital Global Opportunities Master Fund
Short-Term Debt [Line Items]
Unamortized debt discount							1,009,178
Carrying value							5,101,129
Amortization of debt discount							$ 246,825
Private placement					$ 10,000,000
Private placement, description of transaction					divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 30 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily volume weighted average price
Conversion of debt, shares issued							3,317,720
Unamortized debt discount							$ 998,871
Private Placement | L1 Capital Global Opportunities Master Fund | Third L1 Amendment
Short-Term Debt [Line Items]
Amortization of debt discount			$ 542,262
Private placement										$ 5,000,000
Convertible promissory note										5,000,000
Convertible promissory note, additional information			convertible into SEALSQ’s Ordinary Shares, and (ii) 768,679 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity
Debt issue cost, legal expenses			$ 53,184
Commissions to placement agent			250,000
Additional closing fees			125,000
Equity instrument, fair value										$ 553,449
Date of grant, market price										$ 1.98
Fair value of debt										$ 4,549,701
Debt discount, debit			270,303
Debt to APIC			32,881
Total debt discount			$ 937,565
Private placement, available borrowings							5,000,000
Private Placement | L1 Capital Global Opportunities Master Fund | Second L1 Amendment
Short-Term Debt [Line Items]
Private placement										10,000,000
Private placement, description of transaction			divided into two equal tranches, in the form of Senior Unsecured Original Issue 2.5% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 5.5 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 93% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55
Private Placement | L1 Capital Global Opportunities Master Fund | Second Tranche Funded
Short-Term Debt [Line Items]
Amortization of debt discount				$ 668,882
Private placement											$ 5,000,000
Convertible promissory note											$ 5,000,000
Convertible promissory note, additional information				convertible into SEALSQ’s Ordinary Shares, and (ii) 1,144,339 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity
Ordinary shares reserved for issuance											45,000,000
Debt issue cost, legal expenses				$ 70,279
Commissions to placement agent				250,000
Additional closing fees				200,000
Equity instrument, fair value											$ 709,490
Date of grant, market price											$ 1.60
Fair value of debt											$ 4,594,061
Debt discount, debit				277,433
Debt to APIC				42,846
Total debt discount				$ 1,146,315
Conversion of debt, amount							3,900,000
Private placement, available borrowings							1,100,000
Private Placement | L1 Capital Global Opportunities Master Fund | First L1 Amendment
Short-Term Debt [Line Items]
Private placement												$ 10,000,000
Private placement, description of transaction				divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 4 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55
Private Placement | L1 Capital Global Opportunities Master Fund | First Tranche
Short-Term Debt [Line Items]
Unamortized debt discount									705,572
Amortization of debt discount	$ 563,112								210,290
Private placement	5,000,000
Convertible promissory note	$ 5,000,000
Convertible promissory note, additional information	convertible into SEALSQ’s Ordinary Shares, and (ii) 122,908 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity
Ordinary shares reserved for issuance	8,000,000
Debt issue cost, legal expenses	$ 114,832
Commissions to placement agent	250,000
Additional closing fees	200,000
Equity instrument, fair value	$ 632,976
Date of grant, market price	$ 11.42
Fair value of debt	$ 4,987,363
Debt discount, debit	323,744
Debt to APIC	41,088
Total debt discount	$ 1,086,856
Conversion of debt, amount							1,000,000		$ 4,000,000
Conversion of debt, shares issued									3,940,630
Private Placement | Anson Investments Master Fund
Short-Term Debt [Line Items]
Unamortized debt discount							1,204,299
Amortization of debt discount							$ 200,923
Private placement													$ 10,000,000
Private placement, description of transaction					divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) USD 30 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily VWAP of the Ordinary Shares during the ten trading days immediately preceding the notice of partial or full conversion of the Note, with a floor price of USD 2.50. The covenants include the requirement for the Group to maintain a minimum cash balance of USD 4 million and to ensure that indebtedness of the Group does not exceed 15% of the average market capitalization
Conversion of debt, shares issued							3,970,104
Private Placement | Anson Investments Master Fund | Second Anson Amendment
Short-Term Debt [Line Items]
Private placement										$ 10,000,000
Private placement, description of transaction			divided into two equal tranches, in the form of Senior Unsecured Original Issue 2.5% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 5.5 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 93% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55
Private Placement | Anson Investments Master Fund | First Anson Amendment
Short-Term Debt [Line Items]
Private placement												$ 10,000,000
Private placement, description of transaction				divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes. The Notes shall have a 24-month maturity and bear interest at a rate of 4% per annum, subject to adjustment. The Notes will be convertible into Ordinary Shares of SEALSQ, partially or in full, at an initial conversion price equal to the lesser of (i) a fixed conversion price of USD 4 per Ordinary Share, which, on the six-month anniversary of the tranche closing date, may reset at 130% of the daily VWAP of the Ordinary Shares for the trading day immediately prior to the reset date and (ii) 92% of the lowest daily volume VWAP of the Ordinary Shares during the ten trading days immediately preceding the conversion notice of the Note, with a floor price of USD 0.55
Private Placement | Anson Investments Master Fund | Third L1 Amendment
Short-Term Debt [Line Items]
Unamortized debt discount							$ 787,720
Carrying value							4,212,280
Amortization of debt discount			$ 542,262
Convertible promissory note			$ 5,000,000
Convertible promissory note, additional information			convertible into SEALSQ’s Ordinary Shares, and (ii) 768,679 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity
Debt issue cost, legal expenses			$ 38,184
Commissions to placement agent			250,000
Additional closing fees			125,000
Equity instrument, fair value			$ 553,449
Date of grant, market price			$ 1.98
Fair value of debt			$ 4,549,701
Debt discount, debit			256,930
Debt to APIC			31,254
Total debt discount			924,192
Private placement, available borrowings							5,000,000
Proceeds from issuance of private placement			$ 5,000,000
Private Placement | Anson Investments Master Fund | Second Tranche Funded
Short-Term Debt [Line Items]
Amortization of debt discount				$ 668,868
Convertible promissory note				$ 5,000,000
Convertible promissory note, additional information				convertible into SEALSQ’s Ordinary Shares, and (ii) 1,144,339 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity
Ordinary shares reserved for issuance				45,000,000
Debt issue cost, legal expenses				$ 55,279
Commissions to placement agent				250,000
Additional closing fees				200,000
Equity instrument, fair value				$ 709,490
Date of grant, market price				$ 1.60
Fair value of debt				$ 4,594,171
Debt discount, debit				264,441
Debt to APIC				40,838
Total debt discount				1,133,309
Conversion of debt, amount							5,000,000
Proceeds from issuance of private placement				$ 5,000,000
Private Placement | Anson Investments Master Fund | First Tranche
Short-Term Debt [Line Items]
Unamortized debt discount									$ 708,062
Amortization of debt discount					$ 563,112				198,984
Convertible promissory note					$ 5,000,000
Convertible promissory note, additional information					convertible into SEALSQ’s Ordinary Shares, and (ii) 122,908 warrants on the Ordinary Shares of SEALSQ with a 5-year maturity
Ordinary shares reserved for issuance					8,000,000
Debt issue cost, legal expenses					$ 64,832
Commissions to placement agent					250,000
Additional closing fees					200,000
Equity instrument, fair value					$ 632,976
Date of grant, market price					$ 11.42
Fair value of debt					$ 4,987,363
Debt discount, debit					279,375
Debt to APIC					35,457
Total debt discount					1,042,487
Conversion of debt, amount							825,000		$ 4,175,000
Conversion of debt, shares issued									3,996,493
Proceeds from issuance of private placement					$ 5,000,000
New ordinary shares issued		8,184
Total issue of ordinary shares									4,004,677
Production Capacity Investment Loan Agreement
Short-Term Debt [Line Items]
Proceeds from loan agreement						$ 2,000,000
Unamortized debt discount						$ 511,128	266,044
Note payable							2,000,000
Carrying value							$ 1,733,956
Amortization of debt discount									$ 80,160

Indebtedness to related parties (Details Narrative)				1 Months Ended												6 Months Ended		12 Months Ended
	Dec. 15, 2022 USD ($) shares	Dec. 15, 2022 EUR (€) shares	Nov. 12, 2020 USD ($)	Dec. 20, 2023 USD ($)	Dec. 20, 2023 EUR (€)	Jan. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Nov. 30, 2022	Aug. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 28, 2021 USD ($)	Nov. 30, 2020	Oct. 31, 2019 USD ($)	Apr. 30, 2019 EUR (€)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jun. 30, 2024 EUR (€)	Apr. 01, 2021 USD ($)	Apr. 01, 2021 EUR (€)
Related Party Transaction [Line Items]
Debt conversion, converted amount																$ 10,725,000
Amortization of debt discount																557,000	143,000
Amortization of debt discount																(100,000)
Interest expense																557,000	$ 143,000
the "Group"
Related Party Transaction [Line Items]
Proceeds from related party							$ 283,754		$ 381,879	$ 444,542	$ 1,910,754	$ 1,463,664
Interest rate							3.00%		3.00%	3.00%	3.00%	3.00%
Debt remission amount																3,211,668			€ 3,000,000	$ 5,871,714	€ 5,000,000
Debt write off				$ 2,191,282	€ 2,000,000
Maturity date							Dec. 31, 2024		Dec. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Long term debt							$ 1,198,746									7,477,594
Unamortized debt discount							35,340
Carrying value of current debt							1,163,406											$ 1,277,806
Additional loan amount							208,751
Noncurrent debt																		9,695,576
Current debt																		1,407,497
Interest payable																		129,691
Interest expense																		114,400
Accounts payable balance																1,981,933		$ 1,377,871
Repayment of debt																1,449,911
Unamortized debt																129,691
Amortization of debt discount																29,406
Amortization of debt discount																100,285
Interest expense																$ 44,943
WISeKey International Holding AG
Related Party Transaction [Line Items]
Lines of credit extended to shareholder loans			$ 4,000,000
Line of credit description													to be drawn down over six months from the date of the commitment, in instalments of between USD 1 million and USD 1.5 million
Line of credit, interest rate			3.00%			2.50%
Debt conversion, converted amount	$ 7,348,397	€ 7,000,000
Debt conversion, shares issued | shares	175,000	175,000
Share capital							$ 183,710
Recapitalization by WISeKey International Holding Ltd	$ 7,164,687
Unamortized debt discount						$ 208,751
Line of credit						$ 5,000,000
Line of credit, maturity date						Dec. 31, 2024
Proceeds from line of credit						$ 1,407,497
Line of credit						$ 1,163,406
Line of credit, interest rate						12.30%
Accrued interest						$ 244,091
Extinguishment of unamortized debt discount						$ 35,340
WiseCoin AG
Related Party Transaction [Line Items]
Proceeds from related party														$ 2,750,000	€ 250,000
Interest rate								2.50%						3.00%	300.00%

Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Retirement Benefits [Abstract]
Net Service cost	$ 18	$ 19
Interest cost / (credit)	6	7
Total Net Periodic Benefit Cost / (credit)	24	26
Total Cashflow	$ (19)	$ (13)

Employee benefit plans (Details Narrative)	Jun. 30, 2024 USD ($)
Retirement Benefits [Abstract]
Expected employer contribution	$ 38,000

Stockholders' Equity - Schedule of Stock by Class (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Par value per share	$ 0.01	$ 0.01
Total number of authorized shares	200,000,000	200,000,000
Total number of fully paid-in issued shares	22,734,630	15,446,807
Total number of fully paid-in outstanding shares	22,734,630	15,446,807
Total share capital	$ 302,331,000	$ 229,453,000
F Shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Par value per share	$ 0.05	$ 0.05
Share capital (in USD)	$ 74,985	$ 74,985
Total number of authorized shares	10,000,000	10,000,000
Total number of fully paid-in issued shares	1,499,700	1,499,700
Total number of fully paid-in outstanding shares	1,499,700	1,499,700
Common Stock
Accumulated Other Comprehensive Income (Loss) [Line Items]
Par value per share	$ 0.01	$ 0.01
Share capital (in USD)	$ 227,346	$ 154,468
Total number of authorized shares	200,000,000	200,000,000
Total number of fully paid-in issued shares	22,734,630	15,446,807
Total number of fully paid-in outstanding shares	22,734,630	15,446,807

Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 4,828	$ 14,751
At One Point in Time
Disaggregation of Revenue [Line Items]
Total revenue	4,828	14,751
Secure Microcontrollers
Disaggregation of Revenue [Line Items]
Total revenue	3,872	10,156
Secure Microcontrollers | Secure Chips
Disaggregation of Revenue [Line Items]
Total revenue	3,872	10,156
Secure Microcontrollers | At One Point in Time
Disaggregation of Revenue [Line Items]
Total revenue	3,872	10,156
Secure Microcontrollers | At One Point in Time | Secure Chips
Disaggregation of Revenue [Line Items]
Total revenue	3,872	10,156
All Others
Disaggregation of Revenue [Line Items]
Total revenue	956	4,595
All Others | Secure Chips
Disaggregation of Revenue [Line Items]
Total revenue	956	4,595
All Others | At One Point in Time
Disaggregation of Revenue [Line Items]
Total revenue	956	4,595
All Others | At One Point in Time | Secure Chips
Disaggregation of Revenue [Line Items]
Total revenue	$ 956	$ 4,595

Revenue - Schedule of Disaggregation of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Net sales	$ 4,828	$ 14,751
North America
Disaggregation of Revenue [Line Items]
Net sales	3,058	8,374
Europe, Middle East and Africa
Disaggregation of Revenue [Line Items]
Net sales	880	4,421
Asia Pacific
Disaggregation of Revenue [Line Items]
Net sales	890	1,956
Secure Microcontrollers
Disaggregation of Revenue [Line Items]
Net sales	3,872	10,156
Secure Microcontrollers | North America
Disaggregation of Revenue [Line Items]
Net sales	2,950	7,956
Secure Microcontrollers | Europe, Middle East and Africa
Disaggregation of Revenue [Line Items]
Net sales	589	1,388
Secure Microcontrollers | Asia Pacific
Disaggregation of Revenue [Line Items]
Net sales	333	812
All Others
Disaggregation of Revenue [Line Items]
Net sales	956	4,595
All Others | North America
Disaggregation of Revenue [Line Items]
Net sales	108	418
All Others | Europe, Middle East and Africa
Disaggregation of Revenue [Line Items]
Net sales	291	3,033
All Others | Asia Pacific
Disaggregation of Revenue [Line Items]
Net sales	$ 557	$ 1,144

Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Trade accounts receivable
Total trade accounts receivable	$ 1,565	$ 5,103
Customer contract liabilities
Customer contract liabilities - current	28	125
Total customer contract liabilities	28	125
Deferred revenue
Total deferred revenue	2
Secure Microcontrollers Segment
Trade accounts receivable
Total trade accounts receivable	1,255	3,553
Deferred revenue
Total deferred revenue	2
All Other Segment
Trade accounts receivable
Total trade accounts receivable	$ 310	$ 1,550

Revenue (Details Narrative)	Jun. 30, 2024 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 1,799

Stock-Based Compensation - Schedule of Share Based Payment Award, Stock Options, Valuation Assumptions (Details)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Risk-free interest rate used (average)	1.00%	1.00%
Expected market price volatility	65.31%	73.19%
Common Stock
Average remaining expected life of stock options	6 years 10 months 28 days
F Shares
Average remaining expected life of stock options	5 years 8 months 8 days	6 years 8 months 8 days

Stock-Based Compensation - Schedule of Share Based Compensation Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Common Stock
Non-vested Options outstanding	0	0
Weighted-average grant date fair value, per share	$ 0	$ 0
Granted	36,937
Weighted-average grant date fair value, granted	$ 1.14
Vested	36,937
Weighted-average grant date fair value, vested	$ 1.14
Non-vested Options outstanding	0	0
Weighted-average grant date fair value, per share	$ 0	$ 0
Options outstanding	0	0
Weighted-average exercise price, per share
Weighted-average exercise price, granted	$ 0.01
Weighted average remaining contractual term	6 years 10 months 28 days
Weighted average remaining contractual term, vested	6 years 10 months 28 days
Options outstanding	36,937	0
Weighted-average exercise price, per share	$ 0.01
Aggregate intrinsic value, outstanding	$ 29,804
Weighted-average exercise price, vested, per share	$ 0.01
Aggregate intrinsic value, vested	$ 29,804
Class F Shares
Non-vested Options outstanding	0	0
Weighted-average grant date fair value, per share	$ 0	$ 0
Granted		77
Weighted-average grant date fair value, granted		$ 6.39
Vested	77	77
Weighted-average grant date fair value, vested		$ 6.39
Non-vested Options outstanding	0	0
Weighted-average grant date fair value, per share	$ 0	$ 0
Options outstanding	77	0
Weighted-average exercise price, per share	$ 0.05
Weighted-average exercise price, granted		$ 0.05
Weighted average remaining contractual term	5 years 8 months 8 days	6 years 2 months 8 days
Aggregate intrinsic value, outstanding	$ 19
Weighted-average exercise price, vested, per share	$ 0.05
Weighted average remaining contractual term, vested	5 years 8 months 8 days	6 years 2 months 8 days
Aggregate intrinsic value, vested	$ 19
Options outstanding	77	77
Weighted-average exercise price, per share	$ 0.05	$ 0.05
Aggregate intrinsic value, outstanding	$ 9	$ 19
Weighted-average exercise price, vested, per share	$ 0.05	$ 0.05
Aggregate intrinsic value, vested	$ 9	$ 19

Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Stock option plan expense	$ 42,095
Research & development expenses	2,393,000	$ 1,492,000
Selling & marketing expenses	2,653,000	2,441,000
General & administrative expenses	4,777,000	4,145,000
Class F Shares
Stock option plan expense	42,000
Research & development expenses
Selling & marketing expenses
General & administrative expenses	$ 42,000

Stock-based compensation (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Options granted, expense	$ 42,095
Common Stock
Options granted	36,937
Class F Shares
Options granted		77
Options granted, expense	$ 42,000

Non-Operating Income - Schedule of Non-Operating Income (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Other Income and Expenses [Abstract]
Foreign exchange gain	$ 204	$ 125
Interest income	254	55
Other	7
Total non-operating income	$ 465	$ 180

Non-Operating Expenses - Schedule of Non-Operating Expenses (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Non-operating Expenses
Foreign exchange losses	$ 3	$ 253
Financial charges	2	2
Interest expense	361	52
Other	6	6
Total non-operating expenses	$ 372	$ 313

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Deferred tax assets/(liabilities)	$ 1,775	$ 3,077
Defined benefit accrual	(3)	(3)
Tax loss carryforwards	6,710	4,468
Add back loss carryforwards used for the debt remission	803	828
Valuation allowance	(5,735)	(2,216)
Switzerland
Effective Income Tax Rate Reconciliation [Line Items]
Deferred tax assets/(liabilities)
Foreign
Effective Income Tax Rate Reconciliation [Line Items]
Deferred tax assets/(liabilities)	$ 1,775	$ 3,077

Segment Reporting - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Revenues from external customers	$ 4,828	$ 14,751
Income tax recovery / (expense)	(1,304)	(320)
Segment assets	36,670	24,148
Secure Microcontrollers
Segment Reporting Information [Line Items]
Revenues from external customers	3,872	10,156
Intersegment revenues
Interest revenue	204	38
Interest expense	290	36
Depreciation and amortization	241	190
Segment income /(loss) before income taxes	(4,180)	718
Profit / (loss) from intersegment sales
Income tax recovery / (expense)	(1,046)
Segment assets	12,732	13,279
All Others
Segment Reporting Information [Line Items]
Revenues from external customers	956	4,595
Intersegment revenues	1,084	231
Interest revenue	50	17
Interest expense	71	16
Depreciation and amortization	60	86
Segment income /(loss) before income taxes	(5,222)	(1,262)
Profit / (loss) from intersegment sales	52	11
Income tax recovery / (expense)	(258)	(320)
Segment assets	23,938	7,864
Total Segment Assets
Segment Reporting Information [Line Items]
Revenues from external customers	4,828	14,751
Intersegment revenues	1,084	231
Interest revenue	254	55
Interest expense	361	52
Depreciation and amortization	301	275
Segment income /(loss) before income taxes	(9,402)	(544)
Profit / (loss) from intersegment sales	52	11
Income tax recovery / (expense)	$ (1,304)	$ (320)

Segment Reporting - Schedule of Reconciliation of Revenue (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Net sales	$ 4,828	$ 14,751
Loss before income taxes	(9,454)	(555)
Reportable Segments
Segment Reporting Information [Line Items]
Net sales	5,912	14,982
Loss before income taxes	(9,402)	(544)
Intersegment
Segment Reporting Information [Line Items]
Net sales	(1,084)	(231)
Loss before income taxes	$ (52)	$ (11)

Segment Reporting - Schedule of Reconciliation of Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Segment Reporting Information [Line Items]
Consolidated total assets	$ 32,234	$ 27,935	$ 24,077
Reportable Segments
Segment Reporting Information [Line Items]
Consolidated total assets	36,670		24,148
Intersegment
Segment Reporting Information [Line Items]
Elimination of intersegment receivables Intersegment	$ (4,436)		$ (71)

Segment Reporting - Schedule of Revenue and Property, Plant and Equipment by Geography (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 4,828	$ 14,751
Property, plant and equipment, net of depreciation	3,013		$ 3,230
North America
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	3,058	8,374
Europe, Middle East and Africa
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	880	4,421
Property, plant and equipment, net of depreciation	3,013		$ 3,230
Asia Pacific
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 890	$ 1,956

Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss (USD'000)	$ (10,758)	$ (875)
Ordinary Shares used in net earnings / (loss) per share computation:
Weighted average shares outstanding - basic	21,199,165	7,501,500
Weighted average shares outstanding - diluted	21,199,165	7,501,500
Net earnings / (loss) per Ordinary Share
Basic weighted average loss per share (USD)	$ (0.37)	$ (0.06)
Diluted weighted average loss per share (USD)	$ (0.37)	$ (0.06)
F Shares
Ordinary Shares used in net earnings / (loss) per share computation:
Weighted average shares outstanding - basic	1,499,700	1,499,700
Weighted average shares outstanding - diluted	1,499,700	1,499,700
Net earnings / (loss) per Ordinary Share
Basic weighted average loss per share (USD)	$ (1.87)	$ (0.29)
Diluted weighted average loss per share (USD)	$ (1.87)	$ (0.29)

Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Sealsq France Sas [Member]
Related Party Transaction [Line Items]
Country of incorporation	France
Country of incorporation	2010
Share capital	$ 1,473,162
% ownership	100.00%	100.00%
Nature of business	Chip manufacturing, sales & distribution
WISeKey IoT Japan KK
Related Party Transaction [Line Items]
Country of incorporation	Japan
Country of incorporation	2017
Share capital	$ 1,000,000
% ownership	100.00%		100.00%
Nature of business	Sales & distribution
WISeKey IoT Taiwan
Related Party Transaction [Line Items]
Country of incorporation	Taiwan
Country of incorporation	2017
Share capital	$ 100,000
% ownership	100.00%		100.00%
Nature of business	Sales & distribution

Related Parties Disclosure - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Payables	$ 9,683		$ 12,387
Net expenses	2,803	$ 2,508
John O'Hara
Related Party Transaction [Line Items]
Payables	158
Ruma Bose
Related Party Transaction [Line Items]
Payables	33		28
Net expenses	28
Cristina Dolan
Related Party Transaction [Line Items]
Payables	5
Net expenses	12
David Fergusson
Related Party Transaction [Line Items]
Net expenses	9
Danil Kerimi
Related Party Transaction [Line Items]
Payables	22		8
Net expenses	44
Eric Pellaton
Related Party Transaction [Line Items]
Payables	5
Net expenses	13
WISeKey International Holding AG
Related Party Transaction [Line Items]
Payables	4,643		7,100
Net expenses	2,066	1,898
WISeKey SA
Related Party Transaction [Line Items]
Payables	551
Net expenses	510
WISeKey USA Inc.
Related Party Transaction [Line Items]
Payables			981
Net expenses		492
WISeKey Semiconductors GMBH
Related Party Transaction [Line Items]
Payables	849		881
Net expenses	84	81
WiseCoin AG
Related Party Transaction [Line Items]
Payables	3,417		$ 3,389
Net expenses	$ 37	$ 37

Subsequent events (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Jul. 31, 2024	Jun. 30, 2024	Jun. 30, 2023
Subsequent Event [Line Items]
Conversion of debt, amount		$ 10,725,000
Private Placement | L1 Capital Global Opportunities Master Fund
Subsequent Event [Line Items]
Conversion of debt, shares issued		3,317,720
Private Placement | Anson Investments Master Fund
Subsequent Event [Line Items]
Conversion of debt, shares issued		3,970,104
Private Placement | Second Tranche Funded | L1 Capital Global Opportunities Master Fund
Subsequent Event [Line Items]
Conversion of debt, amount		$ 3,900,000
Private Placement | Second Tranche Funded | Anson Investments Master Fund
Subsequent Event [Line Items]
Conversion of debt, amount		$ 5,000,000
Subsequent Event | Private Placement | L1 Capital Global Opportunities Master Fund
Subsequent Event [Line Items]
Conversion of debt, shares issued	4,103,597
Subsequent Event | Private Placement | L1 Capital Global Opportunities Master Fund | Third L1 Amendment
Subsequent Event [Line Items]
Conversion of debt, amount	$ 450,000
Subsequent Event | Private Placement | Anson Investments Master Fund | Third L1 Amendment
Subsequent Event [Line Items]
Conversion of debt, amount	$ 450,000
Conversion of debt, shares issued	1,275,000
Subsequent Event | Private Placement | Second Tranche Funded | L1 Capital Global Opportunities Master Fund
Subsequent Event [Line Items]
Conversion of debt, amount	$ 1,100,000

---