WISeKey Files Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission in Connection with Proposed Redomiciliation to the British Virgin Islands

WISeKey International Corp., a British Virgin Islands company and wholly owned subsidiary of WISeKey (“WISeKey BVI”), has publicly filed on July 16, 2026, a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (the “SEC”) in connection with WISeKey’s proposed redomiciliation from Switzerland to the British Virgin Islands. The registration statement includes a preliminary prospectus relating to the proposed merger of WISeKey with and into WISeKey BVI to effect the redomiciliation, with WISeKey BVI surviving the merger as the publicly traded parent company of the WISeKey group and successor to WISeKey. The proposed merger remains subject to a number of conditions, including approval by WISeKey shareholders at an extraordinary general meeting of shareholders, the registration statement being declared effective by the SEC, the receipt of the required Nasdaq and SIX Swiss Exchange listing authorizations, the confirmation by the Swiss Takeover Board that WISeKey BVI will be subject to the same opting-out from the mandatory takeover provisions as WISeKey, and the satisfaction of the other regulatory, legal and procedural conditions described in the registration statement. The extraordinary general meeting (the “ EGM ”) at which WISeKey shareholders will be asked to approve the merger is currently expected to be held on September 9, 2026. The EGM invitation will be made available in due course. Further information regarding the EGM, the proposed merger, the exchange of WISeKey shares and American Depositary Shares, and the rights of shareholders is contained in the prospectus included in the registration statement. In addition, WISeKey shareholders will receive access to copies of the merger agreement, the merger report, and the audit confirmation thereon, as well as WISeKey's standalone and consolidated annual financial statements for the financial years 2025, 2024 and 2023, and the standalone financial statements of WISeKey BVI as of and for the period ended December 31, 2025, no later than 30 days before the EGM. The registration statement has not yet become effective, and the information contained in it remains subject to completion and amendment. The filing of the registration statement does not constitute completion or approval of the proposed merger, and there can be no assurance that the merger will be completed on the anticipated timeline or at all. The registration statement may be accessed through the SEC’s website at www.sec.gov under WISeKey BVI’s filings.

About WISeKey WISeKey (NASDAQ: WKEY; SIX Swiss Exchange: WIHN) is a leading global cybersecurity company currently deploying large scale digital identity ecosystems for people and objects using Blockchain, AI and IoT respecting the Human as the Fulcrum of the Internet. WISeKey microprocessors secure the pervasive computing shaping today’s Internet of Everything. WISeKey IoT has an install base of over 1.5 billion microchips in virtually all IoT sectors (connected cars, smart cities, drones, agricultural sensors, anti-counterfeiting, smart lighting, servers, computers, mobile phones, crypto tokens etc.). WISeKey is uniquely positioned to be at the edge of IoT as its semiconductors produce a huge amount of Big Data that, when analyzed with Artificial Intelligence (AI), can help industrial applications to predict the failure of their equipment before it happens. Our technology is trusted by the OISTE/WISe...