SEALSQ Corp files registered direct offering for $125 million

SEALSQ Corp entered into a securities purchase agreement to sell ordinary shares and accompanying warrants in a registered direct offering intended to raise approximately $125.0 million, a financing the company said would reinforce its cash position.

SEALSQ currently intends to use the net proceeds to reinforce its cash position and to accelerate its Post-Quantum and Quantum commercialization roadmap and deployment in the United States and in Europe. The Offering was to be led by an affiliate of Heights Capital Management, Inc., and Maxim Group LLC was acting as the sole placement agent; the Offering was expected to close on or about March 17, 2026, subject to customary closing conditions.

SEALSQ develops and sells Semiconductors, Public Key Infrastructure (PKI) and Post-Quantum technology hardware and software products. The company described its technology as integrating Semiconductors, PKI and Provisioning Services, with an emphasis on Quantum Resistant Cryptography and Semiconductors designed to address security challenges posed by quantum computing. The release said traditional cryptographic methods like Runtime Security Agent (RSA) and Elliptic Curve Cryptography (ECC) are increasingly vulnerable.

The securities purchase agreement provided for the purchase of 30,413,630 ordinary shares, or pre-funded warrants in lieu thereof, and accompanying warrants to purchase up to 60,827,260 ordinary shares priced at-the-market under Nasdaq rules. The combined purchase price per ordinary share (or pre-funded warrant) and accompanying warrants was $4.11, and the warrants carried an exercise price of $5.50 per ordinary share; the warrants were immediately exercisable and were set to expire seven years after the date of issuance.

Gross proceeds were expected to be approximately $125.0 million before deducting commissions and offering expenses. The Offering was being made pursuant to an effective shelf registration statement on Form S-3ASR (File No. 333-290963) filed with the Securities and Exchange Commission and automatically effective upon filing on October 20, 2025, and the securities were to be offered by means of a prospectus supplement and accompanying prospectus that form part of that registration statement.

The communication included forward-looking statements concerning completion, timing and size of the Offering, intended use of proceeds, SEALSQ’s business strategy and financial performance, and other matters described in the company’s filings with the Securities and Exchange Commission.