Zug, Switzerland, July 17, 2026 – Ad-Hoc announcement pursuant to Art. 53 of SIX Listing Rules – WISeKey International Holding Ltd ("WISeKey") (SIX: WIHN; Nasdaq: WKEY) announced that 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.