WISeKey International Holding expects its previously approved redomiciliation from Switzerland to the British Virgin Islands to become effective Oct. 2, with the company set to transition into its wholly owned subsidiary WISeQey Corp. The company disclosed the Sept. 25 announcement in a Form 6-K filed with the Securities and Exchange Commission on Sept. 28, outlining the final steps for the cross-border merger and the planned transition of its listed securities.
The transaction will be implemented through the merger of WISeKey into WISeQey, with the British Virgin Islands entity surviving. Once the merger becomes legally effective, WISeKey will cease to exist as a separate legal entity and WISeQey will succeed to its assets, rights, liabilities and obligations. The company said the transaction remains subject to completion of applicable Swiss and British Virgin Islands registration procedures.
WISeKey said the redomiciliation is not expected to change its underlying businesses or operations. WISeQey’s operational headquarters and place of effective management will remain in Switzerland, while the group’s global activities will continue as before. The corporate change instead moves the group’s holding-company domicile from Switzerland to the British Virgin Islands.
The planned transaction will also change the securities trading under the company’s existing name and ticker. WISeKey expects Oct. 2 to be the last trading day for its American Depositary Shares on Nasdaq and its Class B shares on the SIX Swiss Exchange. Following the merger, WISeQey ordinary shares are expected to begin trading on both exchanges under the ticker WQEY on or about Oct. 5, with the SIX Swiss Exchange serving as the primary listing venue.
Existing security holders will receive the applicable WISeQey securities under the exchange ratios, elections and settlement procedures established for the merger. The company had previously conducted an election process for holders of its Class B registered shares, with the election period ending Sept. 23.
WISeKey said 518 Class B shares were validly elected to receive WISeQey Class B shares. Based on the final results, the company expects to issue 5,180 WISeQey Class B shares, 4,176,654 WISeQey ordinary shares in exchange for the remaining WISeKey Class B shares, including those represented by ADSs, and 1,819,060 WISeQey Class F shares in exchange for outstanding WISeKey Class A shares.
Shareholders approved the merger and related agreement at an extraordinary general meeting on Sept. 9. The company’s latest announcement said the expected Oct. 2 effective date and Oct. 5 trading start remain subject to completion of the remaining implementation steps and applicable procedures.
The transaction also follows WISeKey’s decision to rename its British Virgin Islands merger subsidiary. WISeKey International Corp. became WISeQey Corp. effective Sept. 16, establishing the name that will carry forward after the merger.
WISeKey, which trades under WKEY before the transition, operates businesses spanning cybersecurity, digital identity, internet-of-things security and related technologies. Its subsidiaries include SEALSQ, which focuses on semiconductors and post-quantum technology, as well as WISeID, WISeSat, WISe.ART and SEALCOIN.
The company has described the new structure as providing greater flexibility for international development and access to global capital markets, while emphasizing that management and operations will remain in Switzerland. Those statements are forward-looking and depend on completion of the remaining merger conditions.
The redomiciliation follows a broader corporate restructuring trend among companies seeking changes to their legal domicile or capital-market structure, although WISeKey’s transaction does not itself change the group’s operating headquarters or underlying businesses. The immediate market-facing change is the planned replacement of the existing WKEY securities with WISeQey securities trading under WQEY.
