WISeQey Corp. → WISeSat.Space Holdings Corp. SAIQ

The Reporting Persons acquired the securities of the Issuer reported herein pursuant to the Share Exchange contemplated by the BCA. The purpose of the Share Exchange was to effect a business combination whereby SpaceAIQ (formerly a wholly-owned subsidiary of WISeQey, d/b/a SpaceAIQ Corp.) became a subsidiary of WISeSat, a newly formed holding company, and CAC merged with and into Merger Sub, with CAC surviving as a wholly-owned subsidiary of WISeSat (the "Merger" and, together with the Share Exchange, the "Business Combination"). SEALSQ also acquired WISeSat Ordinary Shares as a PIPE Investor under the Subscription Agreement. SEALSQ made its PIPE Investment, and provided $10,000,000 of Transaction Financing into SpaceAIQ prior to the Closing, to support the Business Combination and the Issuer's ongoing business operations. In addition, WISeQey and SEALSQ acquired an aggregate of 128,571 WISeSat Ordinary Shares at the Closing in full satisfaction of the Company Notes (as defined in the BCA), which represented SpaceAIQ's portion of the Extension Payments (as defined in the BCA) and loans made by SpaceAIQ to CAC in connection with the Business Combination. Following the Closing, WISeSat is a "controlled company" within the meaning of the Nasdaq Stock Market listing rules. WISeQey holds more than 50% of the voting power of SEALSQ and, through its direct and sole voting power over WISeSat Class F Shares, has significant voting influence over WISeSat. The Reporting Persons acquired the WISeSat Shares for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including without limitation, the Issuer's business, financial condition, results of operations, prospects, the price and availability of shares of the Issuer, conditions in the securities and capital markets generally, other investment and business opportunities, and other factors, the Reporting Persons may from time to time: o acquire additional securities of the Issuer or dispose of some or all of the securities of the Issuer beneficially owned by the Reporting Persons, in the open market, in privately negotiated transactions, or otherwise; o distribute up to 10% of the Exchange Shares received by WISeQey to WISeQey's own shareholders, subject to the lock-up provisions described in Item 6 below; o propose or participate in one or more of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D; o take any other action with respect to the Issuer or any of its securities, in any manner permitted by law; or o change its intention with respect to any or all of the matters referred to in this Item 4. WISeQey intends to exercise the voting rights associated with its direct WISeSat securities in a manner consistent with its interests. Under the Class F Shareholders Agreement, all holders of WISeSat Class F Shares are required to vote in accordance with the instructions of the majority holder of WISeSat Class F Shares. WISeQey is the majority holder. Accordingly, WISeQey and SEALSQ may be deemed to constitute a group under Section 13(d)(3) and to share voting power over WISeSat Class F Shares held by the parties to that agreement. Except as described above and in this Statement, the Reporting Persons do not have any present plan or proposal that would relate to or result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.