Cybersecurity - The SiLLC Assembly

Victory Square Technologies Announces Agreement to Acquire Assets of Portfolio Company Aspen Technologies

Victory Square Technologies Announces Agreement to Acquire Assets of Portfolio Company Aspen Technologies

New acquisition to provide full-suite of Blockchain solutions for Launch of new Division focusing on Consumer Privacy and Security

VANCOUVER, British Columbia, Feb. 02, 2021 — Victory Square Technologies Inc. (“Victory Square” or the “Company”) (CSE:VST) (OTC:VSQTF) (FWB:6F6), a company that provides investors access to a diverse portfolio of next generation internet companies in key sectors including: digital health, gaming, blockchain, AR/VR, cybersecurity, and cloud computing, is pleased to announce that it has signed an Asset Purchase Agreement (the “APA”) dated February 1, 2021 to acquire certain intellectual property assets (the “Acquisition”) of Aspen Technologies Inc. (“Aspen”), a technology company focused on building Blockchain and Cybersecurity solutions.

Aspen, is best-known for its work in developing an ecosystem of hardware, software, and networking products to meet increased global consumer demand for new age technology.

Through the Acquisition, the Company has acquired certain key digital assets of Aspen, including the following six anchor products currently deployed in the marketplace and or in late-stage development:

VPN Network – using Patented Mining Technology to generate revenue;
Decentralized Database – Data Network which crowd-sources computer storage to deliver a decentralized database that is more secure, tamper-proof and scalable than traditional offerings. (Peer-to-Peer Privacy Mesh);
A Digital Asset Exchange – to be licensed globally as an Exchange-as-a-Service;
Crowd-Backed Credit Card – decentralized pools of capital, small lenders and investors (individuals), underwrite the issuance of credit card;
Online Virtual Currency Platform – which allows customers to buy, sell, and spend Bitcoin, Bitcoin Cash, Ethereum & Litecoin
WiFi Monitor – Plug & Play Privacy that delivers faster browsing and safer, more private internet on every device in your home. (Protects every device from smartphones, kids’ Tablets, Smart TVs, Smart Fridges and other at home IOT devices)

This Acquisition furthers Victory Square’s commitment to leveraging the latest technology to deliver products and services for an open and more secure internet. Innovations that change the way the world manages information, analyzes data, purchases and consumes goods, and communicates across the globe.

“These Web 3.0 assets represent a strategic addition to our growing portfolio of next gen internet tech,” said Victory Square Chief Executive Officer Shafin Diamond Tejani. “Blockchain technology will have an overwhelming effect on the way consumers adopt and use everyday products in the future. Having already developed a suite of ground-breaking software and hardware solutions catering to consumers that will inevitably utilize blockchain products in the future, we saw an immediate opportunity to bring the team and technology in house and assist in scaling their operations to serve a growing demand.”

Following closing of the transaction, Victory Square will launch a new division that focuses on consumer security related products, diversifying the current enterprise database and providing blockchain solutions.

“The last privacy and security wave was driven by business concerns; the next will be driven by consumers. People have become more aware of how open their data really is. With this strategic acquisition we can service those needs. Aspen has a proven track record and expertise in producing highly secure consumer products, the addition of these technologies accelerates Victory Square’s growth strategy as we equip the company to meet both the enterprise and consumer privacy and decentralization requirements today and in the future,” concluded Tejani.

“As we continue to pursue our vision of leading the next generation of technology entrepreneurs to build world class products, we remain confident in our ability to scale our portfolio companies aggressively and maintain a healthy pipeline of acquisitions with a focus on increasing value for Victory Square shareholders,” added Tejani.

Terms of the Acquisition

In consideration for the Acquisition, the Company will issue 4,600,048 common shares in the capital of the Company (the “Consideration Shares”) at a deemed issue price of $0.80 Canadian per Consideration Share as well as forgive an aggregate of $1,587,001 owed from Aspen to the Company for aggregate transaction consideration of $5,267,040. In accordance with the terms of the APA, the Consideration Shares shall be subject to a four months and one day statutory hold period from the date of issuance. Closing of the acquisition is expected to occur on or about February 15, 2021, unless otherwise agreed between the Parties. Completion of the Acquisition will be subject to compliance with applicable laws including policies of the Canadian Securities Exchange as well as satisfactory completion of due diligence by the Company and other customary conditions to closing.

The Company also announces that it has launched a 12-month online marketing campaign through AGORACOM for the purposes of targeting new potential investors and engaging current shareholders. The Company is paying $75,000 + HST to be paid in Shares in 5 instalments. The number of shares to be issued at the end of each period will be determined after the date that the advertising services are provided to Victory Square, and will be calculated using the closing price of that day.

The Company has also launched a “CEO Verified” Discussion Forum on AGORACOM to serve as the Company’s primary social media platform to interact with both current and prospective shareholders in a fully moderated environment.

The Victory Square discussion forum can be found at:

https://agoracom.com/ir/VictorySquareTechnologies/forums/discussion

About AGORACOM

AGORACOM is a pioneer of online marketing, broadcasting, conferences and investor relations services to North American small and mid-cap public companies, with more than 300 companies served. AGORACOM is the home of more than 7.7 million investors that visited 55.2 million times and read over 600 million pages of information over the last 10 years. The average visit of 8min 43sec is more than double that of global financial sites, which can be attributed to the implementation and enforcement of the strongest moderation rules in the industry.

Check out VictorySquare.com and sign up to VST’s official newsletter at www.VictorySquare.com/newsletter.

On behalf of the board,

Shafin Diamond Tejani
Chief Executive Officer
Victory Square Technologies Inc.

For further information about the Company, please contact:

Investor Relations Contact – Edge Communications Group Email:
ir@victorysquare.com
Telephone: 604 283-9166

Media Relations Contact – Howard Blank, Director Email:
howard@victorysquare.com
Telephone: 604-928-6066

ABOUT VICTORY SQUARE TECHNOLOGIES INC.

Victory Square (VST) builds, acquires and invests in promising startups, then provides the senior leadership and resources needed to fast-track growth. The result: rapid scale-up and monetization, with a solid track record of public and private exits.

VST’s sweet spot is the cutting-edge tech that’s shaping the 4th Industrial Revolution. Our portfolio consists of 20 global companies using AI, VR/AR and blockchain to disrupt sectors as diverse as fintech, insurance, health and gaming.

What we do differently for startups

VST isn’t just another investor. With real skin in the game, we’re committed to ensuring each company in our portfolio succeeds. Our secret sauce starts with selecting startups that have real solutions, not just ideas. We pair you with senior talent in product, engineering, customer acquisition and more. Then we let you do what you do best — build, innovate and disrupt. In 24-36 months, you’ll scale and be ready to monetize.

What we do differently for investors

VST is a publicly-traded company headquartered in Vancouver, Canada, and listed on the Canadian Securities Exchange (VST), Frankfurt Exchange (6F6) and the OTCQX (VSQTF).

For investors, we offer early-stage access to the next unicorns before they’re unicorns. Our portfolio represents a uniquely liquid and secure way for investors to get access to the latest cutting-edge technologies. Because we focus on market-ready solutions that scale quickly, we’re able to provide strong and stable returns while also tapping into emerging global trends with big upsides. For more information, please visit www.victorysquare.com.

Cautionary Disclaimers

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any U.S. state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws. This release does not constitute an offer to sell or a solicitation of an offer to buy such securities in the United States, Canada or in any other jurisdiction where such offer, solicitation or sale is unlawful.

Forward Looking Statement

This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the outlook of the business of Victory Square, including, without limitation, statements relating to completion of the Acquisition, Aspen and its business, execution of business strategy, future performance and future growth, business prospects and opportunities of Victory Square and other factors beyond our control. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “continues”, “project”, “potential”, “possible”, “contemplate”, “seek”, “goal”, or similar expressions, or may employ such future or conditional verbs as “may”, “might”, “will”, “could”, “should” or “would”, or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. All statements other than statements of historical facts contained in this news release are forward-looking statements. Forward-looking information is based on certain key expectations and assumptions made by the management of Victory Square, including, but not limited to, the CSE approving the Acquisition, the Company being able to capitalize on the services and business of Aspen, the ability of Aspen to maintain its business as presently contemplated, the ability of Aspen to continue to retain service providers and customers, the ability of Aspen to provide services in accordance with applicable laws and regulations, the business and future business of Aspen, and such other assumptions presented in the Company’s disclosure record. Although Victory Square believes that the expectations and assumptions on which such forward looking information is based are reasonable, undue reliance should not be placed on them because Victory Square can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. The statements contained in this news release are made as of the date of this news release. Victory Square disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

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Disclaimer
All transaction are carrying out by SiLLC, a private portfolio management assembly. This document is not an offer of securities for sale or investment advisory services. This document contains general information only and is not intended to represent general or specific investment advice. Past performance is not a reliable indicator of future results and targets are not guaranteed. Certain statements and forecasted data are based on current expectations, current market and economic conditions, estimates, projections, opinions and beliefs of SiLLC and/or its members. Due to various risks and uncertainties, actual results may differ materially from those reflected or contemplated in such forward-looking statements or in any of the case studies or forecasts. All references to SiLLC’s advisory activities relates to SiLLC Assembly International.

WISeKey Acquires 51% of arago’s Share Capital and Signs a Binding Term Sheet to Acquire the 49% Remaining Minority Interest; the Combined Company Becomes a Leader in the Cybersecurity AI-Powered Knowledge Automation Market

WISeKey Acquires 51% of arago’s Share Capital and Signs a Binding Term Sheet to Acquire the 49% Remaining Minority Interest; the Combined Company Becomes a Leader in the Cybersecurity AI-Powered Knowledge Automation Market

Obtains Shareholders’ Approval on All Agenda Items of the Extraordinary General Meeting

Zug, Switzerland – February 01, 2021 – WISeKey International Holding Ltd (“WISeKey” or “Company”) (SIX: WIHN, NASDAQ: WKEY), a leading global cybersecurity and IoT company, announced today that its shareholders approved all items on the agenda of the 2021 Extraordinary General Meeting held at the offices of law firm Homburger AG, in Zurich, Switzerland, on January 28, 2021, thereby allowing the Company to move forward, in 2021, with its plan to fully acquire arago GmbH (“arago”).

Thus, following the shareholders’ approval, WISeKey will acquire a controlling 51% share of arago’s capital on or about February 01, 2021. Previous transactions involving shares in arago have determined arago’s net value at around CHF 100 million.

This strategic acquisition reinforces the WISeKey Platform as arago has a large and recurring customer base and its licensing revenue model is expected to bring significant revenue synergies and strengthen WISeKey’s position in the fast-growing Artificial Intelligence of Things (“AIoT”) market. Knowledge Automation and Data platform HIRO™, developed by arago, takes a unique approach to process automation by using AI to autonomously and independently determine how to complete and then automate end-to-end tasks based on real time contextual data. Fully auditable and only using steps defined and approved by the customer, Knowledge Automation delivers significantly higher automation rates at a much lower operational cost.

Shareholders of WISeKey approved all proposals submitted by the Board as follows:

§ The election of Mr. Hans-Christian Boos, arago’s Managing Director and Founder, as a new member of WISeKey’s Board of Directors. Mr. Boos’ strategic input on the AIoT industry will be extremely helpful in completing the business combination of WISeKey and arago and supporting WISeKey in building a strong, integrated, Cybersecure Automation business model.

The creation of a special authorized share capital for the issuance of up to 12,327,506 new registered shares, par value CHF 0.05 each (“Class B Shares“), to Mr. Boos, arago’s sole shareholder apart from WISeKey, or companies controlled by him, in exchange for all arago shares directly or indirectly held by Mr. Boos.

Per the binding agreement for the acquisition of arago’s remaining minority interest, the combination of the businesses of WISeKey and arago will be completed through the issuance of WISeKey Class B Shares to arago’s remaining minority shareholder against contribution to WISeKey of all arago shares not yet held by WISeKey. The Board of Directors would only make use of its authority if binding agreements are executed and all conditions precedent to closing are satisfied.

An increase of the Board of Directors’ general authority to issue shares out of authorized share capital, in addition to the above-mentioned special authorized share capital for arago’s sole shareholder. The Board of Directors does not currently have specific plans to issue new shares under the proposed general authorization. The Board of Directors believes, however, that providing the flexibility to issue shares quickly strategically benefits the Company and funds any integration costs deriving from the combination of WISeKey and arago.
An increase of the Company’s conditional share capital for the issuance of Class B Shares in connection with convertible, exchangeable or exercisable bonds or similar financial instruments and for the issuance of Class B Shares to employees, members of its Board of Directors, consultants and other persons providing services to the Company or one of its group companies under the Company’s existing stock option plan.

The increase in the conditional share capital relating to convertible, exchangeable or exercisable bonds or similar financial instruments is a continuation of the Company’s practice to seek third party equity-linked financing. In the transition and integration period that will follow the acquisition of arago, the Company is likely to require additional external financing to fund integration costs. The ability to issue shares quickly is of strategic importance to negotiate financing facilities.

The creation of a conditional share capital on the basis of which the Company would have authority to issue registered shares, par value CHF 0.01, i.e. the Company’s shares not listed on the SIX Swiss Exchange (“Class A Shares“), to members of its Board of Directors and executive management under a new “Class A Share WISeKey Stock Option Plan.” The Board of Directors believes that issuing Class A Shares, which are non-tradeable, will be beneficial to the Company, as it will require directors and executive management members to focus on the long-term strategy and development of the Company.

Carlos Moreira, Founder, Chairman of the Board and CEO of WISeKey, stated: “I would like to thank our valued shareholders for their continued support and the confidence they have placed in us. I trust that the acquisition of arago and the election of Chris to our Board of Directors will allow a quick and efficient combination of our businesses and reinforce our position in the emerging Cybersecure Automation for the AIoT market.”

Hans-Christian Boos, arago’s Managing Director and Founder, and newly-elected member of WISeKey’s Board of Directors, stated: “I am delighted to join WISeKey’s Board and closely work with the team to unlock the significant potentials of Cybersecure Automation following the combination of our businesses. I believe that, together, we will build a broader and stronger foundation for future growth in the AIoT market.”

Peter Ward, member of the Board and CFO of WISeKey, stated: “The combination of WISeKey and arago should fuel revenue growth of the WISeKey group and help us attain higher gross margins. We will dedicate the next few months to the integration of the two businesses in order to rationalize our cost base. This will be a resource-intensive exercise but is essential for our goal to increase profitability.”

About arago:

arago GmbH, Frankfurt am Main (AG Frankfurt, HRB 100909), is a German technology private company which aim is to provide the benefits of Artificial Intelligence to enterprise customers globally through Knowledge Automation. Founded in 1995, the company develops and uses modern technologies such as inference and machine learning in order to automatically operate any business process.

About WISeKey:
WISeKey (NASDAQ: WKEY; SIX Swiss Exchange: WIHN) is a leading global cybersecurity company currently deploying large scale digital identity ecosystems for people and objects using Blockchain, AI and IoT respecting the Human as the Fulcrum of the Internet. WISeKey microprocessors secure the pervasive computing shaping today’s Internet of Everything. WISeKey IoT has an install base of over 1.5 billion microchips in virtually all IoT sectors (connected cars, smart cities, drones, agricultural sensors, anti-counterfeiting, smart lighting, servers, computers, mobile phones, crypto tokens etc.). WISeKey is uniquely positioned to be at the edge of IoT as our semiconductors produce a huge amount of Big Data that, when analyzed with Artificial Intelligence (AI), can help industrial applications to predict the failure of their equipment before it happens.

Our technology is Trusted by the OISTE/WISeKey’s Swiss based cryptographic Root of Trust (“RoT”) provides secure authentication and identification, in both physical and virtual environments, for the Internet of Things, Blockchain and Artificial Intelligence. The WISeKey RoT serves as a common trust anchor to ensure the integrity of online transactions among objects and between objects and people. For more information, visit www.wisekey.com.

Press and investor contacts:

WISeKey International Holding Ltd
Company Contact: Carlos Moreira
Chairman & CEO
Tel: +41 22 594 3000
info@wisekey.com

WISeKey Investor Relations (US)
Contact: Lena Cati
The Equity Group Inc.
Tel: +1 212 836-9611
lcati@equityny.com

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and it does not constitute an offering prospectus within the meaning of the Swiss Financial Services Act (“FinSA”), the FinSa’s predecessor legislation or advertising within the meaning of the FinSA, or within the meaning of any other securities regulation. Investors must rely on their own evaluation of WISeKey and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of WISeKey.

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WISeKey Establishes First-of-its-Kind Artificial Intelligent of Things (AIoT) Laboratory in France

WISeKey Establishes First-of-its-Kind Artificial Intelligent of Things (AIoT) Laboratory in France

The WISeKey Lab, located in Meyreuil, PROVENCE-ALPES-COTE D’AZUR France, integrates AI, IoT and Cybersecurity to test and verify current state of security of the ever-increasing number of IoT networked devices

ZUG, Switzerland & GENEVA & Meyreuil, France – September 21, 2020 – WISeKey International Holding (“WISeKey”, SIX: WIHN, NASDAQ: WKEY), a leading cybersecurity IoT company has announced the establishment of an Artificial Intelligent of Things (AIoT) laboratory (‘the WISeKey Lab’) in France with 30 dedicated employees. The WISeKey Lab blends AI, IoT and Cybersecurity to test and verify the current state of IoT security of networked devices.

The WISeKey Lab is in compliance with the international ISO 27001 certification for information security and provides IoT discovery devices on and off the network using Digital Identification and AI to continuously analyze endpoint IoT behavior aiming to identify cyber risks, protect critical information and systems and quarantine suspicious or malicious devices. The WISeKey Lab uses AI based automation that shift the focus of companies from simply managing their current IoT operations to innovation and technological advancement and help engineers solve their unique IoT challenges in automotive, communications, computing, consumer, industrial, medical, aerospace and defense applications.

“The WISeKey Lab will utilize our 30 years of extensive experience in designing hardware and software which are able to resist cyberattacks and in compliance with the most stringent certification standards. We always had in our DNA a holistic approach of the system: from its architecture, to design, manufacturing through a very complex supply chain, up to integration and deployment in the field, as well as, provision of credentials. We believe that each step plays a significant role in the security of the final solution. This unique experience and expertise is what our customers will benefit from through our laboratory offerings,” said Bernard VIAN, Head of the WISeKey Lab. “Additionally, we are putting major efforts into building countermeasures to Deep-Learning attacks, which will be very valuable to brands deploying connected devices. The use of AI algorithms and predictive maintenance implemented through AIoT, through our partnership with arago has the ability to quickly provide our clients with valuable insights.”

The WISeKey Lab provides its customers with IoT security assessment and audit services including semiconductor design and encryption and source code, black box testing and penetration testing. WISeKey’s strategy to leverage its Lab via long-lasting relationships with strategic partners and startups working on AIoT and its derivatives, is designed to bring a stream of high-profile clients that are in high demand for IoT cybersecurity solutions, such as AI, digital identity and privacy, secure mobile communication, secure cloud computing, IoT, secure semi-conductors and other innovative technologies offered by WISeKey.

WISekey AIoT integrates semiconductors, smart sensors, IoT systems, AI and a data cloud to deliver to customers a unique offering to power innovation and digital transformation. Using WISeKey’s cybersecurity technology and IoT network, data will be collected in HIRO (arago’s AI based Knowledge Automation and Data platform) where it can be processed and through automation acted upon in real time in a highly secure environment.

AIoT is the brain that will power the nervous system of the network of IoT objects operating in the WISeKey ecosystem, which currently connects over 1.6 billion IoT devices secured with WISeKey’s VaultIC. With the introduction of 5G, the ecosystem will continue to grow at a much faster rate as 5G will enable the connection of every object, person, and machine. AIoT will embed AI into the core infrastructure components of the ecosystem including RoT, semiconductors, and edge computing. Specialized APIs are then used to provide interoperability between components at the device, software and platform level to optimize system and network operations. Data processed through AIoT is then collected and made accessible to extract value and enhance market intelligence and knowledge for customers. AIoT also enables secure automation of actions and business decisions based on real time data and enables IoT to work independently with minimal human support, unlike the current state of the market which requires that all actions be coded in advance based on pre-defined scenarios. With the use of AI algorithms and predictive maintenance implemented through AIoT, IoT devices will have the capability to dynamically determine actions to take decisions and self-program based on analytics and customer defined knowledge, resulting in lower operating and maintenance costs for providers.

The value of adding AI to the WISeKey platform is its ability to quickly bring insights from data. Machine learning, an AI technology, brings the ability to automatically identify patterns and detect anomalies in the data that smart sensors and devices gather such as temperature, pressure, humidity, air quality, vibration, and sound.

About WISeKey
WISeKey (NASDAQ: WKEY; SIX Swiss Exchange: WIHN, NASDAQ: WKEY) is a leading global cybersecurity company currently deploying large scale digital identity ecosystems for people and objects using Blockchain, AI and IoT respecting the Human as the Fulcrum of the Internet. WISeKey microprocessors secure the pervasive computing shaping today’s Internet of Everything. WISeKey IoT has an install base of over 1.5 billion microchips in virtually all IoT sectors (connected cars, smart cities, drones, agricultural sensors, anti-counterfeiting, smart lighting, servers, computers, mobile phones, crypto tokens etc.). WISeKey is uniquely positioned to be at the edge of IoT as our semiconductors produce a huge amount of Big Data that, when analyzed with Artificial Intelligence (AI), can help industrial applications to predict the failure of their equipment before it happens.
Our technology is Trusted by the OISTE/WISeKey’s Swiss based cryptographic Root of Trust (“RoT”) provides secure authentication and identification, in both physical and virtual environments, for the Internet of Things, Blockchain and Artificial Intelligence. The WISeKey RoT serves as a common trust anchor to ensure the integrity of online transactions among objects and between objects and people. For more information, visit www.wisekey.com.

Press and investor contacts:

WISeKey International Holding Ltd
Company Contact: Carlos Moreira
Chairman & CEO
Tel: +41 22 594 3000
info@wisekey.com

WISeKey Investor Relations (US)
Contact: Lena Cati
The Equity Group Inc.
Tel: +1 212 836-9611
lcati@equityny.com

Disclaimer:
This communication expressly or implicitly contains certain forward-looking statements concerning WISeKey International Holding Ltd and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of WISeKey International Holding Ltd to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. WISeKey International Holding Ltd is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and it does not constitute an offering prospectus within the meaning of the Swiss Financial Services Act (“FinSA”), the FinSA’s predecessor legislation or advertising within the meaning of the FinSA, or within the meaning of any other securities regulation. Investors must rely on their own evaluation of WISeKey and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of WISeKey.
The securities offered will not be, and have not been, registered under the United States of America Securities Act of 1933, as amended, and may not be offered or sold in the United States of America, absent registration or an applicable exemption from the registration requirements of said Act.

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