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                              March 21, 2023

       Carlos Moreira
       Chief Executive Officer
       SEALSQ Corp
       Avenue Louis-Casa   58
       1216 Cointrin, Switzerland

                                                        Re: SEALSQ Corp
                                                            Amendment No. 1 to
Registration Statement on Form F-1
                                                            Filed March 10,
2023
                                                            File No. 333-269710

       Dear Carlos Moreira:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 24, 2023 letter.

       Amendment No. 1. to Registration Statement on Form F-1 filed March 10,
2023

       Unaudited Pro Forma Condensed Combined Financial Information
       Note 4. Transaction Accounting Adjustments and Autonomous Entity
Adjustments
       Adjustment (e), page 61

   1.                                                   Your disclosures
appears to indicate that losses are allocated to each class of common
                                                        stock proportionately
to their dividend participation rights. Please confirm that Class F
                                                        shareholders have
contractual obligation to share in the losses that is five times greater
                                                        than those shared by
Ordinary Shareholders, or explain why you believe the allocation
                                                        should be made
proportionately to the dividend participation rights.
 Carlos Moreira
FirstName  LastNameCarlos Moreira
SEALSQ Corp
Comapany
March      NameSEALSQ Corp
       21, 2023
March2 21, 2023 Page 2
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 64

2.       In response to comment 6, you stated that your disclosure in the
Liquidity and Capital
         Resources section on page 64 differs from that disclosed in the
Material Contracts section
         on page 97, as amendments to the loan facility was effected after June
30, 2022. In any
         case, your discussions of liquidity and capital resource should
address known events and
         uncertainties that are or can be expected to reasonably likely result
material changes in
         your liquidity and capital resources. Please revise your Liquidity and
Capital Resources
         disclosure to provide the information disclosed in the Material
Contracts section,
         including the maximum amount you can withdraw from the credit line, as
well as any
         other material changes in your liquidity and capital resources that
occurred after June 30,
         2022. Refer to Rule 303(b)(1) of Regulation S-K.
       You may contact Eiko Yaoita Pyles at (202) 551-3587 or Jean Yu at (202)
551-3305 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Patrick Fullem at (202) 551-8337 or Evan Ewing at (202) 551-5920 with
any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Manufacturing
cc:      Herman H. Rasp