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                             June 17, 2024

       Carlos Moreira
       Chief Executive Officer
       SEALSQ Corp
       Craigmuir Chambers, Road Town
       Tortola, British Virgin Islands 1110

                                                        Re: SEALSQ Corp
                                                            Post-Effective
Amendment No. 2 to Form F-1
                                                            Filed on May 17,
2024
                                                            File No. 333-276877

       Dear Carlos Moreira:

            We have reviewed your amended registration statement and have the
following
       comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our April 29, 2024
letter.

       Post Effective Amendment No. 2 to Form F-1 filed May 17, 2024

       BUSINESS
       3. PROJECT SEALCOIN, page 85

   1.                                                   Refer to prior comment
4 and to your revised disclosure that you plan to collaborate with
                                                        the Hashgraph
Association and Hedera to leverage its Decentralized Ledger Technology
                                                        and provide certain
expertise and access. Please confirm that you will disclose the
                                                        material terms of any
related agreement or collaboration when known.
   2.                                                   Refer to prior comment
6, your revised disclosure and your response letter, particularly
                                                        your statements that
SEALCOIN is not a piece of hardware but would act as a component
                                                        of the SEALSQ
semiconductor verification process distinct from the actual semiconductor
                                                        hardware and is
intended to support an enhanced software layer that manages and secures
                                                        interactions between
these hardware elements. Please revise your Project SEALCOIN
 Carlos Moreira
FirstName  LastNameCarlos Moreira
SEALSQ Corp
Comapany
June       NameSEALSQ Corp
     17, 2024
June 17,
Page 2 2024 Page 2
FirstName LastName
         disclosures on pages 85-87 to reflect this information or advise.
General

3.       Refer to prior comment 1 and to your response that you are unable to
provide the
         requested Section 2(a)(1) analysis until you complete certain research
and development.
         We note your filing discusses SEALCOIN and the SEALCOIN project and
your timeline
         is to complete SEALCOIN proof of concept in July 2024, and to complete
the design of
         the associated SEALCOIN Service Platform and token in Q4 2024. We
further note that
         many characteristics of SEALCOIN are currently known to you, including
that you plan
         to have the SEALCOIN token traded on cryptocurrency trading platforms.
Accordingly,
         we reissue the comment. Please respond to the comment to provide a
full response and
         Securities Act Section 2(a)(1) analysis. Please note that how foreign
regulators may
         characterize or otherwise treat a particular crypto asset is not
relevant to the analysis under
         the U.S. federal securities laws. Please also note that various
monikers, such as
            cryptocurrency    or    utility token,    have no meaning under the
U.S. federal securities
         laws.
4.       Refer to prior comment 2 and to your response letter. Although you
have not finalized all
         features of the SEALCOIN token, it appears the risk still exists that
once you have
         developed the SEALCOIN token, it could be determined to be a security
for purposes of
         the federal securities laws of the United States. Please revise your
filing regarding the
         SEALCOIN token you are developing to:

                Disclose the policies and procedures that you will use to
determine whether
              SEALCOIN is a security for purposes of the federal securities
laws of the United
              States, or is likely to be deemed a security, and specifically
disclose that any
              determination that you make in that regard is a risk-based
judgment by the company
              and not a legal standard or determination binding on any
regulatory body.

                Include a risk factor related to such policies and procedures
that addresses the
              specific risks inherent in any policies and procedures for
determining that any crypto
              asset is not a security and describe the potential regulatory
risks under the U.S.
              federal securities laws if SEALCOIN or any other crypto assets
you create or hold are
              determined to be securities, such as whether the company could
become subject to
              regulation under the Investment Company Act or as a broker-dealer
under the
              Securities Exchange Act or involved in the unregistered offer and
sale of securities
              under the federal securities laws.

       Please contact Bradley Ecker at 202-551-4985 or Evan Ewing at
202-551-5920 with any
questions.



                                                                Sincerely,
 Carlos Moreira
SEALSQ Corp
June 17, 2024
Page 3
FirstName LastNameCarlos Moreira
Comapany NameSEALSQ Corp
                                   Division of Corporation Finance
June 17, 2024 Page 3               Office of Manufacturing
FirstName LastName