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Zug, Switzerland, November 18, 2025 – Ad hoc announcement pursuant to Art. 53 of SIX Listing Rules – WISeKey International Holding Ltd. ("WISeKey" or the "Company") ((SIX: WIHN, NASDAQ:WKEY), a leading global cybersecurity and IoT company, announced today its intention to move its place of incorporation from Switzerland to the British Virgin Islands ("BVI"). The redomiciliation is proposed to be implemented through a cross-border merger of WISeKey International Holding Ltd with and into a wholly owned British Virgin Islands subsidiary, WISeKey Corp ("WISeKey BVI"). The proposed redomiciliation remains subject to various conditions, including regulatory and shareholder approvals, which WISeKey expects to seek in the first quarter of 2026.
After conducting a comprehensive review of its operations, WISeKey has determined the BVI to be the preferred jurisdiction to support future strategic growth and business activities. The BVI platform is widely adopted by international technology companies listed on Nasdaq and is expected to enhance WISeKey's comparability with industry peers while attracting greater investment from global institutional investors. As part of this exercise, WISeKey will maintain its place of effective management as well as its tax residence in Geneva, Switzerland.
In addition, the BVI's contemporary and flexible corporate legal framework is also expected to provide WISeKey with greater strategic and operational flexibility, particularly with respect to accessing equity capital markets in both the U.S. and Switzerland, and support future strategic acquisitions.
Following completion of the redomiciliation, WISeKey BVI is expected to have its primary listing of its ordinary shares on Nasdaq and a secondary listing on SIX Swiss Exchange, in continuation of WISeKey Switzerland's current listing on the SIX Swiss Exchange.
As part of the merger, each outstanding class of WISeKey International Holding Ltd share will be exchanged for the relevant class of shares of WISeKey BVI in accordance with the exchange ratio set out in the definitive merger agreement documentation. WISeKey's current American Depositary Share ("ADS") program will be terminated, and holders of ADSs will receive WISeKey BVI ordinary shares in exchange.
Detailed procedures for the share and ADS exchanges, including any available elections by shareholders and relevant deadlines, will be communicated separately in advance of the extraordinary general meeting of shareholders at which shareholder approval for the redomiciliation is sought.
Carlos Moreira, Chairman of the Board and Chief Executive Officer of WISeKey, commented: "The change of our jurisdiction of incorporation from Switzerland to the British Virgin Islands strengthens WISeKey's foundation for future expansion. The BVI's modern corporate framework, widely used by international technology companies listed on Nasdaq, provides an efficient and flexible platform to support our next phase of strategic growth. By streamlining our structure, enhancing comparability with global peers, and improving our access to international capital markets, this transition positions WISeKey to pursue new opportunities, including potential partnerships and acquisitions, with greater agility. At the same time, our continued listing on the SIX Swiss Exchange ensures that our Swiss-based investors can trade our shares in Switzerland, maintaining continuity and accessibility for our long-standing shareholder base."
Posted In: WKEY
