0001193805-22-000627.txt : 20220413
0001193805-22-000627.hdr.sgml : 20220413
20220413171805
ACCESSION NUMBER: 0001193805-22-000627
CONFORMED SUBMISSION TYPE: 20-F
PUBLIC DOCUMENT COUNT: 204
CONFORMED PERIOD OF REPORT: 20211231
FILED AS OF DATE: 20220413
DATE AS OF CHANGE: 20220413
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Wisekey International Holding S.A.
CENTRAL INDEX KEY: 0001738699
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 000000000
STATE OF INCORPORATION: V8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 20-F
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39115
FILM NUMBER: 22825395
BUSINESS ADDRESS:
STREET 1: ROUTE DE PRE-BOIS 29, P.O. BOX 853
CITY: GENEVA 15
STATE: V8
ZIP: CH-1215
BUSINESS PHONE: 011-41-22-594-3034
MAIL ADDRESS:
STREET 1: ROUTE DE PRE-BOIS 29, P.O. BOX 853
CITY: GENEVA 15
STATE: V8
ZIP: CH-1215
20-F
1
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Securities registered or to be registered pursuant
to Section 12(b) of the Act.
Title of each class
Trading Symbols
Name of each exchange and on which registered
American Depositary Shares, each representing
five
Class B Shares, par value CHF 0.05 per share
Class B Shares, par value CHF 0.05 per
share*
WKEY
The Nasdaq Stock Market LLC
____________________
* Not for trading, but only in connection with the registration of the American Depositary Shares.
Securities registered or to be registered pursuant
to Section 12(g) of the Act: None
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding
shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 40,021,988
Class A Shares and 80,918,390 Class B Shares.
Common Shares - Class A
Common Shares - Class B
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual
or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15)(d) of the
Securities Exchange Act of 1934. Yes ☐No ☒
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒No ☐
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☒No ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition
of "accelerated filer," "large accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange
Act. (Check one):
Large Accelerated Filer ☐
Accelerated Filer ☐
Non-accelerated Filer ☐
Emerging Growth Company ☒
If an emerging growth company
that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section
13(a) of the Exchange Act. ☐
† The term "new
or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
Indicate by check mark
whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark which
basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
International Financial Reporting Standards
as issued
by the International Accounting Standards
Board ☐
Other ☐
If "Other" has been
checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual
report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
(APPLICABLE ONLY TO ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether
the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
We were formed in 2015 as
a holding company to incorporate, acquire, hold, and dispose of interests in national and international entities, in particular entities
active in the area of security technology and related areas. Our Class B Shares, as defined below, have been listed on the Swiss Exchange
(SIX) since 2016 and our American Depositary Shares ("ADSs") have been listed on the Nasdaq Stock Market LLC under the symbol
"WKEY" since December 4, 2019. The Bank of New York Mellon, acting as depositary, registers and delivers our ADSs, each of which
represents five of our Class B Shares.
We have prepared this annual
report using a number of conventions, which you should consider when reading the information contained herein. In this annual report,
"we," "us," "our Company," "the Group," "WISeKey," "WISeKey International Holding
Ltd" and "our" shall refer to WISeKey International Holding AG and its subsidiaries, affiliates, and predecessor entities.
Additionally, this annual report uses the following conventions:
·
"CHF" and "Swiss francs" refer to the legal currency of Switzerland
·
"Class A Shares" refers to our Class A Shares, par value CHF 0.01 per share
·
"Class B Shares" refers to our Class B Shares, par value CHF 0.05 per share
·
"NASDAQ" refers to the Nasdaq Stock Market LLC
·
"PKI" refers to Public Key Infrastructure
·
"$," "US $," "USD" and "U.S. dollars" refer to the legal currency
of the United States
·
"SIX" refers to the Swiss Exchange (SIX)
·
"Switzerland" refers to the Swiss Confederation
·
"IoT" refers to Internet of Things
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“SaaS” refers to Software as a Service
1
SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS
This annual report contains
forward-looking statements. Some of these forward-looking statements can be identified by terms and phrases such as "anticipate,"
"should," "likely," "foresee," "believe," "estimate," "expect," "intend,"
"continue," "could," "may," "plan," "project," "predict," "will,"
and similar expressions. Forward-looking statements appear in a number of places in this annual report and include, but are not limited
to, statements contained in the sections entitled "Item 3. Key Information," "Item 4. Information on the Company"
and "Item 5. Operating and Financial Review and Prospects".
These forward-looking statements
include, but are not limited to, statements relating to:
·
Our anticipated goals, growth strategies and profitability;
·
Our ability to attract new customers and retain existing customer base;
·
Our ability to attract and retain qualified employees and key personnel;
·
Our ability to develop new products and enhancements to our existing products;
·
Our ability to anticipate market needs and opportunities;
·
Our ability to prevent security breaches and unauthorized access to confidential customer information;
·
Our ability to maintain, protect and enhance our intellectual property;
·
The sufficiency of our cash and cash equivalents to meet our liquidity needs;
·
Our ability to comply with modified or new laws and regulations relating to our industries;
·
The activities of our competitors and the introduction of competing products by our competitors;
·
How long we will qualify as an emerging growth company or a foreign private issuer;
·
The future growth of the information technology and cybersecurity industry;
·
Assumptions underlying or related to any of the foregoing;
·
Other risks and uncertainties, including those listed in this section of this Form 20-F titled
"Item 3.D—Risk Factors".
The preceding list is not
intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions
and expectations of future performance, taking into account the information currently available to us and are only predictions based upon
our current expectations and projections about future events. There are important factors that could cause our actual results, levels
of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed
or implied by these forward-looking statements which are set forth in "Item 3D. Risk Factors". Given these risks and
uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.
Except as required by law,
we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. The foregoing factors that could cause our actual results to differ materially from those contemplated in any forward-looking
statement included in this annual report should not be construed as exhaustive. You should read this annual report, and each of the documents
filed as exhibits to the annual report, completely, with this cautionary note in mind, and with the understanding that our actual future
results may be materially different from what we expect.
2
Item 1.
Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2.
Offer Statistics and Expected Timetable
Not applicable.
Item 3.
Key Information
A.
RESERVED
B.
Capitalization and Indebtedness
Not applicable.
C.
Reasons for the Offer and Use of Proceeds
Not applicable.
D.
Risk Factors
Risks Related to Our Business and Industry
COVID-19 and prolonged
economic uncertainties or downturns have adversely affected our business and could materially adversely affect our business in the future.
Our business depends on our
current and prospective customers' ability and willingness to spend money in security applications, and on our suppliers’ ability
to source key components and material, which are both in turn dependent upon the overall economic health.
Global negative economic conditions
due to the COVID-19 pandemic caused some of our customers to delay their orders, in the year 2020 in particular, and caused a global shortage
in semiconductors’ material sourcing which will continue in the short-term future. Further economic uncertainties have been brought
on by the current conflict between Russia and Ukraine, which may also further affect the sourcing of certain materials. Although we do
not have any customer exposure in Eastern Europe, the overall economic impact of this conflict is still unknown. Many customers and prospects
of WISeKey are manufacturers of electronic devices. Our business depends on their ability to produce their devices. If they encounter
shortages in the supply of crucial components, they will slow down the production and thus also reduce their orders of WISeKey semiconductors
to avoid idle stocks in their just in time provisioning.
As a result of the overall
impact of COVID-19, political tensions, conflicts and other conditions resulting from financial and credit market fluctuations, there
could be a decrease in corporate spending on information security software. Continuing economic challenges may cause our customers to
re-evaluate decisions to purchase our solution or to delay their purchasing decisions, which could adversely impact our results of operations.
The future growth of
the information technology and cybersecurity industry is uncertain.
Information (including cybersecurity)
technology companies are generally subject to the following risks: rapidly changing technologies; short product life cycles; fierce competition;
aggressive pricing and narrow profit margins; the loss of patent, copyright and trademark protections; cyclical market patterns; evolving
industry standards; and frequent new product introductions. Technology companies may be smaller and less experienced companies, with limited
product lines, markets or financial resources and fewer experienced management or marketing personnel. Information technology company
stocks, especially those which are Internet related, have experienced extreme price and volume fluctuations that are often unrelated to
their operating performance.
3
Technological Change
WISeKey needs to keep pace
with changing technologies in order to provide effective identification and authentication solutions. In addition, we need to continue
adjacent and inorganic growth in order to broaden and strengthen the portfolio of products and stay ahead of the technology changes and
risks in order to be successful. WISeKey needs to anticipate, and quickly react to, rapid changes occurring in communications technologies
and to the development of new and improved devices and services that result from these changes. WISeKey must also continue to move vertically
up the value chain with its customers in order to secure future business and substantiate growth. If WISeKey is unable to respond quickly
and cost-effectively to changing communications technologies and devices and evolving industry standards, the existing service offering
could become non-competitive and WISeKey may lose market share. WISeKey's success will depend, in part, on its ability to effectively
use leading technologies critical to the business, enhance its existing solutions, find appropriate technology partners, and continue
to develop new solutions and technology that address the increasingly sophisticated and varied needs of its current and prospective clients
and their customers and its ability to influence and respond to technological advances, emerging industry and regulatory standards and
practices and competitive service offerings. WISeKey's ability to remain technologically competitive may require substantial expenditures
and lead-time and the integration of newly acquired technologies will also take time. If WISeKey is unable to adapt and integrate in a
timely manner to changing market conditions or customer requirements, its business, financial condition and results of operations could
be seriously harmed.
WISeKey faces intense
competition from companies that are larger and better known than we are, and we may lack sufficient financial or other resources to maintain
or improve our competitive position.
The digital security market
space in which we operate face intense competition, constant innovation and evolving security threats. There are several global security
companies with strong presence in this market, including VeriSign, Inc., DigiCert Inc., Entrust Datacard, Let's Encrypt, Symantec Corporation,
FireEye, Inc., Red Hat Software, VASCO Data Security International, Inc., Zix Corp, NXP Semiconductors, Infineon Technologies, STMicroelectronics
and Samsung Electronics. As we integrate and move into the knowledge automation space there are also related data lake and automation
companies with strong foundations including Palantir and Snowflake.
Some of our competitors are
large companies that have the technical and financial resources and broad customer bases needed to bring competitive solutions to the
market and already have existing relationships as a trusted vendor for other products. Such companies may use these advantages to offer
products and services that are perceived to be as effective as ours at a lower price or for free as part of a larger product package or
solely in consideration for maintenance and services fees. They may also develop different products to compete with our current security
solutions and respond more quickly and effectively than we do to new or changing opportunities, technologies, standards or client requirements.
Additionally, we may compete with smaller regional vendors that offer products with a more limited range of capabilities that purport
to perform functions similar to our security solutions. Such companies may enjoy stronger sales and service capabilities in their particular
regions.
WISeKey's competitors may
have competitive advantages, such as:
·
greater name recognition, a longer operating history and a larger customer base;
·
larger sales and marketing budgets and resources;
·
broader distribution and established relationships with distribution partners and customers;
·
greater customer care and support resources;
·
broader supply chains;
·
greater resources to make acquisitions;
·
larger intellectual property portfolios; and
4
·
greater financial, technical and other resources.
Our current and potential
competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources.
Current or potential competitors may be acquired by third parties with access to greater available resources. As a result of such acquisitions,
our current or potential competitors may be able to adapt more quickly to new technologies and customer needs, devote greater resources
to the promotion or sale of their products and services, initiate or withstand substantial price competition, take advantage of other
opportunities more readily or develop and expand their product and service offerings more quickly than we do. Larger competitors with
more diverse product offerings may reduce the price of products that compete with ours in order to promote the sale of other products
or may bundle them with other products, which would lead to increased pricing pressure on our products and could cause the average sales
prices for our products to decline.
If WISeKey does not
successfully anticipate market needs and enhance existing products or develop new products that meet those needs on a timely basis, WISeKey
may not be able to compete effectively and WISeKey's ability to generate revenues will suffer.
Many of our customers operate
in markets characterized by rapidly changing technologies and business plans, which require them to adapt to increasingly complex digital
security infrastructures to protect internal and external corporate communications. As our customers' technologies and business plans
grow more complex, we expect them to face new and increasingly sophisticated threats of security breach or counterfeiting. WISeKey faces
significant challenges in ensuring that our security solutions effectively protect identities of individual customers, company information
and their brands in addition to driving efficient operations through automated decision making. As a result, we must continually modify
and improve our products in response to changes in our customers' technology infrastructures.
WISeKey may not be able to
successfully anticipate or adapt to changing technology or customer requirements on a timely basis or at all. If we fail to keep up with
technological changes or to convince our customers and potential customers of the value of our security and automation solutions even
in light of new technologies and integration, our business, results of operations and financial condition could be materially and adversely
affected.
WISeKey cannot guarantee that
it will be able to anticipate future market needs and opportunities or be able to develop product enhancements or new products to meet
such needs or opportunities in a timely manner, if at all. Even if we are able to anticipate, develop and commercially introduce enhancements
and new products, there can be no assurance that enhancements or new products will achieve widespread market acceptance.
Our product enhancements or
new products could fail to attain sufficient market acceptance for many reasons, including:
·
delays in releasing product enhancements or new products;
·
failure to accurately predict market demand and to supply products that meet this demand in a timely fashion;
·
failure to accurately price products and solutions;
·
inability to interoperate effectively with the existing or newly introduced technologies, systems or applications
of our existing and prospective customers;
·
defects in our products;
·
inability to integrate security and automation;
·
negative publicity about the performance or effectiveness of our products;
·
introduction or anticipated introduction of competing products by our competitors; and
5
·
installation, configuration or usage errors by our customers.
If WISeKey fails to anticipate
market requirements or fails to develop and introduce product enhancements or new products to meet those needs in a timely manner, that
could cause us to lose existing customers and prevent us from gaining new customers, which would significantly harm our business, financial
condition and results of operations.
Sometimes it will be
necessary to make a product or product line obsolete and there may be negative impacts to sales or disruption to the customer base during
the ramp down of that product.
All products have a natural
lifecycle that includes the inevitable end-of-life (“EOL”) process. During the ramping down of a product, or product family,
there are many ways that our business operations can be challenged. Last time buys are a typical way for customers to deal with the EOL
of a product that is still critical to one of their end products. These kinds of orders show an increase in short term sales but result
in the abrupt drop off of revenue from that customer, for that product, after the last time buy is delivered. Discontinuing a product
also comes with the risk that we may lose that customer for good if we do not have a replacement for the product or if they decide to
look at alternative suppliers because of the change in supply.
WISeKey is subject to
a number of risks associated with global sales and operations.
Business practices in the
global markets that we serve may differ and may require us to include non-standard terms in customer contracts, such as extended payment
or warranty terms. To the extent that we enter into customer contracts that include non-standard terms related to payment, warranties
or performance obligations, our results of operations may be adversely impacted.
Additionally, our global sales
and operations are subject to a number of risks, including the following:
·
difficulty in enforcing contracts and managing collections, as well as long collection periods;
·
costs of doing business globally, including costs incurred in maintaining office space, securing adequate
staffing and localizing our contracts;
·
management communication and integration problems resulting from cultural and geographic dispersion;
·
risks associated with trade restrictions and foreign legal requirements;
·
risk of unexpected changes in regulatory practices, tariffs, tax laws and treaties;
·
compliance with anti-bribery laws;
·
heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent
sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements;
·
social, economic and political instability, terrorist attacks and security concerns in general;
·
reduced or uncertain protection of intellectual property rights in some countries; and
·
potentially adverse tax consequences.
These factors could harm our
ability to generate future global revenues and, consequently, materially impact our business, results of operations and financial condition.
6
Some of our larger opportunities
depend on our customers’ ability to be awarded significant regional or national contracts in order to fulfil the volume predictions
that were used in the pricing negotiations and forecasts.
The design of many industrial
device comes with the risk that the product may not see the demand that was expected in that market, or the high-volume contracts may
be awarded to competing suppliers. Our customers may be bidding against several other suppliers to win a government contract and if they
lose the bid, we will not see the results that were originally expected during the forecasting of the opportunity size and profitability.
The shift into knowledge
automation and artificial intelligence is unknown and unproven on a global scale.
The automation market has
been moving forward with Robotic Process Automation (“RPA”) for years and the demand in the market for the next evolution
of such technology remains unknown. Our potential customers need to be accepting to move forward from their current business process automation
and RPA implementations in order for WISeKey to be successful. The ability for WISeKey to predict the market and conditions is yet to
be proven and the customer reaction remains unknown. In addition, the complex implementation in this sphere requires focused delivery
resources and clear plans with the customer. Customer input and knowledge is critical to the success of knowledge automation and therefore
some of WISeKey’s potential success will be reliant on its customers belief in the value proposition but their ability to support
the implementation.
Our research and development
efforts may not produce successful products or enhancements to our security solutions that result in significant revenue or other benefits
in the near future, if at all.
Investing in research and
development personnel, developing new products and enhancing existing products is expensive and time consuming, and there is no assurance
that such activities will result in significant new marketable products or enhancements to our products, design improvements, cost savings,
revenues or other expected benefits. If we spend significant time and effort on research and development and are unable to generate an
adequate return on our investment, our business and results of operations may be adversely affected. This is expected to be exacerbated
in the coming year with the required integration of newly acquired knowledge automation assets which is expected to result in a more complex
research and development program.
If WISeKey is unable
to attract new customers, our future revenues and operating results will be harmed.
Our success depends in large
part on our ability to attract new customers. The number of customers that WISeKey adds in a given period impacts both our short-term
and long-term revenues. If WISeKey is unable to successfully attract a sufficient number of new customers, we may be unable to generate
revenue growth.
A large amount of investment
in sales and marketing and support personnel is required to attract new customers. If we are unable to convince these potential new customers
of a need for our products or if we are unable to persuade them of our products' efficacy, we may be unable to achieve growth and there
may be a meaningful negative impact on future revenues and operating results.
If we experience software
errors and non-compliance, this may affect our reputation and our financial results.
WISeKey's software applications
are complex, the addition of newly acquired assets increases this complexity and there is a risk that defects or errors could arise, particularly
where new versions or enhancements are released. Similarly, regulatory and industry requirements are continuously evolving and we may
not be able to keep up with them. This could result in adverse consequences for us, such as lost revenue, a delay in market acceptance
or customer claims.
If we experience security
breaches, we could be exposed to liability and our reputation and business could suffer.
We operate sensitive public
key infrastructure ("PKI") platforms, retain certain confidential customer information in our secure data centers and registration
systems, and our digital certificates and electronic signatures may be used by customers in mission critical applications. It is critical
to our business strategy that our facilities and infrastructure remain secure and are perceived by the marketplace to be secure. We may
have to expend significant time and money to maintain or increase the security of our facilities and infrastructure. Despite our security
measures, our infrastructure may be vulnerable to physical break-ins, computer viruses, attacks by hackers or similar disruptive problems.
It is possible that we may have to expend additional financial and other resources to address such problems. In the event of a security
breach, we could face significant liability, customers could be reluctant to use our services and we could be at risk for loss of various
compliance certifications needed for the operation of our businesses.
7
WISeKey's reputation
and business could be harmed based on real or perceived shortcomings, defects or vulnerabilities in our security solutions or the failure
of our security solutions to meet customers' expectations.
Organizations are facing increasingly
sophisticated digital security threats and threats of counterfeiting. If WISeKey fails to identify and respond to new and increasingly
complex methods of counterfeiting products or hacking personal and corporate digital accounts, our business and reputation will suffer.
In particular, WISeKey may suffer significant adverse publicity and reputational harm if any of our products fail to perform as advertised.
An actual or perceived breach of our customers' sensitive business data, regardless of whether the breach is attributable to the failure
of our products, could adversely affect the market's perception of the efficacy of our security solutions and current or potential customers
may look to our competitors for alternatives to our security solutions. Similarly, an actual or perceived failure of our product to prevent
counterfeit products from being detected, regardless of whether such failure is attributable to our products, could adversely affect the
market's perception of the efficacy of our authentication solutions and could encourage current or potential customers to look to our
competitors for an alternative to our products. The failure of our products may also subject us to product liability lawsuits and financial
losses stemming from indemnification of our partners and other third parties, as well as the expenditure of significant financial resources
to analyze, correct or eliminate any vulnerability. It could also cause us to suffer reputational harm, lose existing customers or deter
them from purchasing additional products and services and prevent new customers from purchasing our security solutions.
International Expansion
WISeKey's strategy includes
the international expansion of its business. The expansion into international markets may cause difficulties because of distance, as well
as language and cultural differences. Other risks related to international operations include fluctuations in currency exchange rates,
difficulties arising from staffing and managing foreign operations, legal and regulatory requirements of different countries, potential
political and economic instability, and overlapping or differing tax laws. Management cannot assure that it will be able to market and
operate WISeKey's services successfully in foreign markets, select appropriate markets to enter, open new offices efficiently or manage
new offices profitably. If WISeKey is not successful in accessing new markets, its results of operations and financial condition could
be materially and adversely affected.
If WISeKey is unable
to hire, retain and motivate qualified personnel, our business will suffer.
Our future success depends,
in part, on our ability to continue to attract and retain highly skilled personnel. Any of our employees may terminate their employment
at any time. The tight global labor market has created an incredibly intense hiring environment, resulting in us experiencing increased
difficulty in attracting and retaining qualified personnel. Since we require a highly skilled workforce in order to successfully compete
in an increasingly competitive cybersecurity market, we have experienced and may continue to experience difficulty in hiring, high employee
turnover, and considerable costs and productivity as well as time to market losses. In addition, to the extent we hire personnel from
competitors, we may be subject to allegations that they have been improperly solicited or have divulged proprietary or other confidential
information. Further, the training and integration of new employees requires allocation of a significant amount of internal resources
and, even if we make this investment, there is no guarantee that existing or new personnel will remain or become productive members of
our team. Our inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly in sales &
marketing and research & development, may seriously harm our business, financial condition and results of operations.
Furthermore, WISeKey's performance
depends on favorable labor relations with our employees and compliance with labor laws in the countries where we have employees and plans
to hire new employees. Any deterioration of current relations or increase in labor costs due to our compliance with labor laws could adversely
affect our business.
8
Dependence on key personnel
and loss of such key personnel may have a negative impact on the operations and profitability of WISeKey.
Our future success depends
in part on the continued service of our key personnel, particularly, the members of our senior management. We have employment agreements
with our key personnel, but these do not prevent such personnel from choosing to leave the Company.
One of the cryptographic
rootkeys used by WISeKey is owned by the Organisation Internationale pour la Sécurité des Transactions Electroniques OISTE.
The Organisation Internationale pour la Sécurité des Transactions Electroniques OISTE has granted us a perpetual license
to exclusively use the cryptographic rootkey. A termination of the license agreement would present a threat to WISeKey's existing business
model.
The cryptographic rootkey
used by WISeKey is owned by the Organisation Internationale pour la Sécurité des Transactions Electroniques OISTE ("OISTE")
acting as a trusted third party and not-for-profit entity in charge of ensuring that the Root of Trust (the "RoT") remains neutral
and trusted. The name of the RoT is OISTE/WISeKey, as shown in all major current browsers that embed the rootkey. Three members of the
three-member foundation board of OISTE are WISeKey board members. Members of the foundation board of OISTE are appointed by a policy authorizing
authority (the "Policy Authorizing Authority" or "PAA"), whose members are international organizations, governments
and large corporations that use the OISTE/WISeKey RoT. OISTE has granted us a perpetual license to exclusively use the cryptographic rootkey
and develop technologies and processes based on OISTE's trust model. The perpetual license agreement can only be terminated under limited
circumstances, including if WISeKey were to move from the trust model developed by OISTE and/or changing the location of the RoT from
Switzerland to another country. A termination of the license agreement would present a threat to WISeKey's current trust model.
Services offered by
our PKI business rely on the continued integrity of public key cryptography technology and algorithms that may be compromised or proven
obsolete over time.
Services offered by our PKI
business are based on public key cryptography technology. With public key cryptography technology, a user possesses a public key and a
private key, both of which are required to perform encryption and decryption operations. The security afforded by this technology depends
on the integrity of a user's private key and ensuring that it is not lost, stolen or otherwise compromised. Advances in attacks on cryptographic
algorithms and technology may weaken their effectiveness, and significant new technology requirements may be imposed by root distribution
programs that require us to make significant modifications to our systems or to reissue digital certificates to some or all of our customers,
which could damage our reputation or otherwise harm our business. Severe attacks on public key cryptography could render PKI services
in general obsolete or unmarketable.
We are dependent on
the timely supply of equipment and materials from various sub-contractors and if any one of these suppliers fail to meet, or delays, their
committed delivery schedules, we can suffer with lower or lost revenues.
We use various suppliers for
silicon manufacturing and testing our parts. Any one of these suppliers could not meet their commitments for on-time delivery of our products.
The market supply of such products has seen and continues to see difficulties in meeting demand and these kinds of supply disruptions
can happen due to global shortages of silicon wafers or chemicals used in the processing of the silicon packaging or shortages in the
labor force due to unrest or sicknesses. Our business and operating conditions can be at risk if we cannot deliver on our product demand
as committed in our customer contracts.
Failure of our third-party
suppliers to handle increased volume for their services could impact our ability to take advantage of upside business opportunities.
We outsource several critical
functions in our supply chain to third-party suppliers such as the manufacture of our semiconductors. They all have a number of risks
that are present in their businesses that could limit their ability to meet increased demands if we see increased orders from our customers.
If our suppliers cannot satisfy our demand, we may not be able to meet our customer demands. Also, if our suppliers add higher costs to
cover their increased volume, we may see drops in our gross profit margins. Many of these costs are not fixed, even though there may be
contracts in place, and may be at the discretion of the third-party vendor.
9
If WISeKey does not
include post-quantum crypto libraries in its semiconductors, WISeKey may fail to offer its customers sufficient protection against attacks
executed with quantum computers.
Quantum computing may threaten
the resilience of current cryptography against attacks during the current lifespan of hardware. Certainly, in case our secure modules
are embedded in larger systems and/or deployed on remote locations. This is certainly the case for smart meter and satellite deployments.
WISeKey cannot guarantee that its secure modules will still offer sufficient protection against attacks executed with quantum computers.
To mitigate this risk, WISeKey has launched an R&D program for assessing the portability and resistance of 2 of the algorithms shortlisted
by the NIST as part of its Post Quantum algorithms selection contest. This program is carried in partnership with l’Ecole des Mines
(one of the most prestigious French Engineering University)
If WISeKey does not
respond to the trend of embedding secure modules on central processing units, WISeKey may lose the market of separate secure module chips.
The processor industry is
rapidly changing with ARM-based processors that extend central processing units with ancillary functions such as graphics processing,
neural processing and secure modules. WISeKey cannot guarantee that its secure modules will still be needed as separate tamper-proof chip.
To mitigate this risk, WISeKey has launched an R&D program for building a “secure enclave”, which will complement its
secure modules offer.
Financial Risks
WISeKey has entered,
and expects to continue to enter, into joint venture agreements and these activities involve risks and uncertainties.
WISeKey has entered, and expects
to continue to enter, into joint venture agreements in order to effectively grow its revenue and penetrate certain geographic regions.
Entering into joint venture agreements or other similar forms of partnership involves risks and uncertainties, including the risk that
the partners that we enter into joint ventures with will not have the market connections that we expect them to bring to the joint venture.
Additionally, there is a risk that a given joint venture could fail to satisfy its obligations, which may result in certain liabilities
to us for guarantees and other commitments. Further, since we may not exercise control over our current or future joint ventures, we may
not be able to require our joint ventures to take the actions that we believe are necessary to implement our business strategy. Additionally,
differences in views among joint venture participants may result in delayed decisions or failures to agree on major issues. If any of
these difficulties cause any of our joint ventures to deviate from our business strategy, or if this leads any of our joint ventures to
fail to attract the customer base that we project it to attract, our results of operations could be materially adversely affected.
WISeKey is exposed to
risks associated with acquisitions and investments.
We may in the future make
acquisitions of, or investments in, existing companies or existing or new businesses. Acquisitions and investments involve numerous risks
that vary depending on their scale and nature, including, but not limited to:
·
diversion of management's attention from other operational matters;
·
inability to complete proposed transactions as anticipated or at all (and any ensuing obligation to pay
a termination fee or other costs and expenses);
10
·
the possibility that the acquired business will not be successfully integrated or that anticipated cost
savings, synergies or other benefits will not be realized;
·
the acquired business or strategic partnership may lose market acceptance or profitability;
·
a decrease in our cash or an increase in our indebtedness, including security interests that may have
to be constituted as part of the acquisition indebtedness, may limit our ability to access additional capital when needed;
·
failure to commercialize purchased technologies, intellectual property rights or partnered solutions;
·
initial dependence on unfamiliar supply chains or relatively small supply partners;
·
inability to obtain and protect intellectual property rights in key technologies;
·
incurrence of unexpected liabilities; and
·
loss of key personnel and clients or customers of acquired businesses.
In addition, if WISeKey is
unsuccessful at integrating such acquisitions or the technologies associated with such acquisitions, our revenues and results of operations
could be adversely affected. Any integration process may require significant time and resources, and WISeKey may not be able to manage
the process successfully. WISeKey may not successfully evaluate or utilize the acquired technology or personnel, or accurately forecast
the financial impact of an acquisition transaction, including accounting charges. WISeKey may have to pay cash, incur debt or issue equity
securities to pay for any such acquisition, each of which could adversely affect our financial condition. The sale of equity or incurrence
of debt to finance any such acquisitions could result in dilution to our shareholders. The incurrence of indebtedness would result in
increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.
WISeKey has a history
of losses and may not achieve profitability in the future.
WISeKey has invested substantial
amounts of financial resources so far on its acquisitions, brand technology and market position. As at December 31, 2021, WISeKey had,
on a consolidated level, an accumulated cumulative deficit of USD 238,159,600, compared to USD 217,819,809 as at December 31,
2020 and USD 189,161,455 as at December 31, 2019. In the past, we made significant investments in our operations which have not resulted
in corresponding revenue growth and, as a result, increased our losses. WISeKey expects to make significant future investments to support
the further development and expansion of our business and these investments may not result in increased revenue or growth on a timely
basis or at all.
WISeKey may also incur significant
losses in the future for a number of reasons, including slowing demand for our products and services, increasing competition, weakness
in the software and security industries generally, as well as other risks described herein, and we may encounter unforeseen expenses,
difficulties, complications and delays, and other unknown factors. If WISeKey incurs losses in the future, we may not be able to reduce
costs effectively because many of our costs are fixed. In addition, to the extent that we reduce variable costs to respond to losses,
this may affect our ability to attract customers and grow our revenues. Accordingly, WISeKey may not be able to achieve or maintain profitability
and we may continue to incur significant losses in the future.
Certain of the Company's
large shareholders, including if acting in concert, may be able to exert significant influence on the Company and their interests may
conflict with the interests of its other shareholders.
Our founder, Carlos Moreira,
holds more than 30% of the Company's voting rights as at December 31, 2021. Further, all holders of the Class A Shares represent
approximately 31% of the Company's voting rights as at December 31, 2021. Our founder, or if the holders of Class A Shares were to act
in concert with each other, the holders of the Class A Shares, would be able to exert significant influence over certain matters, including
matters that must be resolved by the general meeting of shareholders, such as the election of members to the board of directors or the
declaration of dividends or other distributions. To the extent that the interests of these shareholders may differ from the interests
of the Company's other shareholders, the Company's other shareholders may be disadvantaged by any actions that these shareholders may
seek to pursue.
11
The market for and price
of Class B Shares and our ADSs may be highly volatile.
There has not been a public
market in the United States for our Class B Shares, and the market for the ADS listed on NASDAQ is limited. You may not be able to sell
your ADSs quickly or at the market price if trading in the ADSs is limited.
The market price of Class
B Shares and our ADSs may be highly volatile and may be affected negatively by events involving us, our competitors, the software and
security industry, or the financial markets in general. Furthermore, investors might not be able to resell their Class B Shares and our
ADSs at the price at which they were purchased or at a higher price or at all. Factors that could cause this volatility in the market
price of Class B Shares and our ADSs include, but are not limited to:
·
our operating and financial results;
·
future announcements concerning our business;
·
changes in revenue or earnings estimates and recommendations by securities analysts;
·
changes in our business strategy and operations;
·
changes in our senior management or board of directors;
·
speculation of the press or the investment community;
·
disposals of Class B Shares by shareholders;
·
actions of competitors;
·
our involvement in acquisitions, strategic alliances or joint ventures;
·
regulatory factors;
·
arrival and departure of key personnel;
·
investment community views on technology stock;
·
liquidity of the Class B Shares and our ADSs; and
·
general market, economic and political conditions.
In addition, securities markets
in general have from time to time, experienced significant price and volume fluctuations. Such fluctuations, as well as the economic environment
as a whole, can have a substantial negative effect on the market price of our securities, regardless of our operating results or our financial
position. Any such broad market fluctuations may adversely affect the trading price of our securities.
Our securities
will be traded on more than one market or exchange and this may result in price variations.
Our Class B Shares have been
trading on the SIX since March 2016. The ADSs have been listed on NASDAQ since December 2019. Trading in Class B Shares and ADSs, as applicable,
on these markets will take place in different currencies (U.S. dollars on NASDAQ and Swiss francs on the SIX), and at different times
(resulting from different time zones, trading days, and public holidays in the United States and Switzerland). The trading prices of our
Class B Shares and ADSs on these two markets may differ due to these and other factors. Any decrease in the price of our Class B Shares
on the SIX could cause a decrease in the trading price of the ADSs on NASDAQ, and vice versa.
12
Future sales or issuances,
or the possibility or perception of future sales or issuances, of a substantial number of Shares could cause the market price of our Class
B Shares or the ADSs to fall.
The market price of our Class
B Shares or ADSs could decline as a result of sales of a large number of Class B Shares in the public market in the future or the possibility
or perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult
for the Company to issue equity securities in the future at a time and price that it deems appropriate.
Further, the Company may choose
to raise additional capital by issuing additional Class B Shares, depending on market conditions or strategic considerations. In particular,
under our Articles of Association as at December 31, 2021, the board of directors is authorized to issue up to 18,469,207 new Class B
Shares out of authorized capital at any time until May 25, 2023 and thereby increase the Company's share capital without further
shareholder approval. After May 25, 2023 (and each subsequent two-year period), the shareholders may re-approve this authorization.
Further, our Articles of Association provide for a conditional share capital based on which, as at December 31, 2021, the Company is authorized
to issue up to 31,469,207 new Class B Shares, corresponding to CHF 1,573,460.35 in par value. Since April 15, 2020,
the date of reference for the last formal recording in the Articles and the commercial register of the Canton of Zug, Switzerland, an
aggregate number of 529,330 Class B Shares has been issued out of the Company's conditional share capital as at December 31, 2021.
As a result, the available conditional share capital of the Company, as at December 31, 2021, amounted to CHF 1,546,993.85,
corresponding to the issuance of 30,939,877 Class B Shares. Among other things, the Company's conditional share capital could be
used in connection with the issuance of securities that are convertible into Class B Shares. To the extent that additional capital is
raised through the issuance of Class B Shares or other securities that are convertible into Class B Shares, the issuance of such securities
could dilute the Company's shareholders' interest in the Company.
On February 08, 2018, the
Company entered into a Standby Equity Distribution Agreement, as amended on September 28, 2018 (the "SEDA") with YA
II PN, Ltd., a fund managed by Yorkville Advisors Global, LLC (collectively referred to as "Yorkville"). Pursuant to the SEDA,
the Company has the right, at any time during a five-year period, to request Yorkville, in one or several steps, to subscribe for Class
B Shares up to an aggregate subscription amount of CHF 50,000,000. After several drawdowns made by WISeKey under the SEDA in 2019,
2020 and 2021, in the aggregate amount of CHF 4,356,045, the remaining amount available for drawdown is CHF 45,643,955 as at
December 31, 2021. As long as a sufficient number of Class B Shares is provided through share lending, WISeKey has the right
to make drawdowns under the SEDA at its discretion by requesting Yorkville to subscribe for (if the Class B Shares are issued out of authorized
share capital) or purchase (if the Class B Shares are delivered out of treasury) Class B Shares worth up to CHF 5,000,000 each, subject
to certain exceptions and limitations (including the exception that a drawdown request by WISeKey shall in no event cause the aggregate
number of Class B Shares held by Yorkville to meet or exceed 4.99% of the total number of shares registered with the commercial register
of the Canton of Zug). The subscription price for each subscription request of the Company corresponds to 93% of the lowest daily volume-weighted
average share price (the "VWAP") of a Class B Share, as traded and quoted on the SIX, over the five trading days following the
drawdown request by WISeKey. If the Company elects to exercise its rights under the SEDA, the issuance of Class B Shares would dilute
the Company's shareholders' interest in the Company. As at December 31, 2021, the remaining amount available for drawdown by the
Company under the SEDA is CHF 45,643,955 (USD 50,058,912 at closing rate) and, as at December 31, 2021, the estimated maximum
number of Class B Shares deliverable under the SEDA is 64,927,389 Class B Shares at CHF 0.703 per Class B Share (calculated
based on the closing price of a Class B Share on December 30, 2021 of CHF 0.756 per Class B Share, discounted by 7%). The actual
price, at which the Company may drawdown under the SEDA is subject to change, and, therefore, the number of Class B Shares deliverable
to Yorkville may vary.
In connection with a convertible
loan agreement WISeKey entered into with Crede CG III, Ltd., Hamilton, Bermuda ("Crede") on September 28, 2018 (which matured
on October 30, 2020), the Company granted to Crede, on September 28, 2018, 408,247 warrants (the "Crede Warrants")
for the acquisition of an equal number of Class B Shares. As a result, the maximum total number of Class B Shares that are issuable under
the Crede Warrants as at December 31, 2021 is 408,247 Class B Shares. The Crede Warrants were amended on September 18, 2020
to extend the exercise period and may be exercised by Crede at any time on or before October 29, 2023 at an exercise price per Crede Warrant
equal to CHF 3.84 per Class B Share. The Class B Shares issued to Crede in connection with the Crede Warrants would be issued out
of the Company's conditional share capital or authorized share capital without triggering the pre-emptive rights of the existing shareholders
of the Company. The exercise of Crede Warrants will dilute the Company's shareholders' interests in the Company.
13
In connection with a convertible
loan agreement WISeKey entered into with YA II PN, Ltd., a fund managed by Yorkville (“Yorkville”) on June 27, 2019 (which
matured on August 1, 2020), the Company granted to Yorkville, on June 27, 2019, 500,000 warrants (the "Yorkville Warrants")
for the acquisition of an equal number of Class B Shares. As a result, the maximum total number of Class B Shares that are issuable under
the Yorkville Warrants as at December 31, 2021 is 500,000 Class B Shares. The Yorkville Warrants may be exercised by Yorkville
at any time on or before June 27, 2022, at an exercise price per Yorkville Warrant initially set to CHF 3.00 per Class B Share (the
"Yorkville Initial Exercise Price"). The Yorkville Initial Exercise Price may be adjusted using certain agreed-upon formulae
more fully described in Item 10C – Contracts – Warrants Issued to Yorkville. The Class B Shares issued to Yorkville
in connection with the Yorkville Warrants would be issued out of the Company's conditional share capital or authorized share capital without
triggering the pre-emptive rights of the existing shareholders of the Company. The exercise of Yorkville Warrants will dilute the Company's
shareholders' interests in the Company.
On May 18, 2020, WISeKey entered
into an Agreement for the Issuance and Subscription of Convertible Notes (the “Nice & Green Facility”) with Nice &
Green SA (“Nice & Green”), pursuant to which WISeKey has the right to draw down up to a maximum of CHF 10,000,000 in up
to 25 tranches, each of which is divided into 25 convertible notes (the “Nice & Green Convertible Notes”), during a commitment
period of 24 months commencing on May 20, 2020. The Nice & Green Convertible Notes do not bear interest. Subject to a cash redemption
right of WISeKey, the Nice & Green Convertible Notes are mandatorily convertible into Class B Shares within a period of 12 months
from issuance of the respective Nice & Green Convertible Notes (the “Nice & Green Conversion Period”). Conversion
takes place upon request by Nice & Green during the Nice & Green Conversion Period, but in any case, no later than at the expiry
of the Nice & Green Conversion Period, at a conversion price of 95% of the lowest daily volume-weighted average price of a Class B
Share as traded on the SIX Swiss Exchange during the ten trading days preceding the relevant conversion date. WISeKey made several drawdowns
in 2020 under the Nice & Green Facility, and no drawdown in 2021. The remaining amount available for drawdown as at December 31, 2021
is CHF 1,083,111 (USD 1,187,876 at closing rate). The conversion of the drawdowns under the Nice & Green Facility into Class
B Shares will dilute the Company's shareholders' interest in the Company. In 2020, Nice & Green requested to convert all Nice &
Green Convertible Notes issued in 2020, therefore, as at December 31, 2021, there were no Nice & Green Convertible Notes outstanding.
As at December 31, 2021, the remaining amount available for drawdown by the Company under the Nice & Green Facility is CHF 1,083,111
(USD 1,187,876 at closing rate) and, as at December 31, 2021, the estimated maximum number of Class B Shares deliverable under the
Nice & Green Facility is 1,508,511 Class B Shares at CHF 0.718 per Class B Share (calculated based on the closing price
of a Class B Share on the SIX on December 30, 2021 of CHF 0.756 per Class B Share discounted by 5%). Note that the actual price at
which Nice & Green may convert each tranche under the Nice & Green Facility is subject to change, and, therefore, the number of
Class B Shares deliverable to Nice & Green may vary.
In connection with a second
convertible loan, the Company granted to Crede on August 07, 2020, 1,675,885 warrants (the "Second Crede Warrants") for
the acquisition of an equal number of Class B Shares. As a result, the maximum total number of Class B Shares that are issuable under
the Second Crede Warrants as at December 31, 2021 is 1,675,885 Class B Shares. The Second Crede Warrants may be exercised by
Crede at any time on or before September 14, 2023 at an exercise price per warrant equal to CHF 1.375 per Class B Share, as amended.
The Class B Shares issued to Crede in connection with the Second Crede Warrants would be issued out of the Company's conditional share
capital or authorized share capital without triggering the pre-emptive rights of the existing shareholders of the Company. The exercise
of the Second Crede Warrants will dilute the Company's shareholders' interests in the Company.
In connection with, an Agreement
for the Issuance and Subscription of Convertible Notes WISeKey entered into with GLOBAL TECH OPPORTUNITIES 8, Grand Cayman, Cayman Islands
("GTO") on December 8, 2020, the Company granted GTO warrants to acquire Class B Shares at an exercise price of the
higher of (a) 120% of the 5-trading day VWAP of the Class B Shares on the SIX Swiss Stock Exchange over the 5 trading days immediately
preceding the relevant subscription request and (b) CHF 1.50 (the “GTO Warrant Exercise Price”). The number of warrants granted
at each tranche subscription was calculated as 15% of the principal amount of each subscription divided by the GTO Warrant Exercise Price.
Each warrant agreement has a 5-year exercise period starting on the relevant subscription date. As at December 31, 2021, a total of 1,319,161 warrants
(the "GTO Warrants") have been issued for the acquisition of an equal number of Class B Shares. As a result, the maximum total
number of Class B Shares that are issuable under the GTO Warrants as at December 31, 2021 is 1,319,161 Class B Shares. The GTO Warrants
may be exercised by GTO at any time until the fifth anniversary of their respective grant at the GTO Warrant Exercise Price. The Class
B Shares issued to GTO in connection with the GTO Warrants would be issued out of the Company's conditional share capital or authorized
share capital without triggering the pre-emptive rights of the existing shareholders of the Company. The exercise of the GTO Warrants
will dilute the Company's shareholders' interests in the Company.
14
On 29 June 2021, WISeKey entered
into an Agreement for the Subscription of up to $22M Convertible Notes (the “L1 Facility”) with L1 Capital Global Opportunities
Master Fund (“L1”), as amended on September 27, 2021, pursuant to which L1 committed to grant loans, in several tranches and
in the form of convertible notes (the “L1 Convertible Notes”), to WISeKey up to a maximum amount of USD 22,000,000, subject
to certain conditions, over a period of 24 months. The L1 Convertible Notes bear interest at a rate of 6% per annum (“L1 Interest”).
Subject to a cash redemption right of WISeKey, the L1 Convertible Notes are mandatorily convertible into Class B Shares within a period
of 24 months from issuance of the respective L1 Convertible Notes (the “L1 Conversion Period”), extendable under certain conditions
by a maximum of 6 months (the “L1 Maximum Conversion Period”). Conversion takes place upon request by L1 during the L1 Conversion
Period, but in any case no later than at the expiry of the L1 Maximum Conversion Period. The conversion price applied to the principal
amount of the L1 Convertible Notes and accrued interest, converted into CHF at the relevant exchange rate will be the lower of (i) 95%
of the lowest volume weighted average price of Class B Shares on the SIX Swiss Exchange during the five trading days preceding the relevant
conversion date and (ii) depending on the tranche, a fixed conversion price ranging from CHF 4 to CHF 7.50, for the tranches subscribed
under the original agreement, and 90% of the lowest volume weighted average price of Class B Shares on the SIX Swiss Exchange during the
ten trading days preceding the relevant conversion date for the tranches subscribed under the amendment dated September 27, 2021. WISeKey
made several loan subscriptions in 2021 under the L1 Facility and the remaining amount available for loans as at December 31, 2021 is
USD 5,000,000. In 2021, L1 requested to convert L1 Convertible Notes issued in 2021 for a total amount of USD 13,500,000, resulting in
the issuance of 11,858,831 Class B Shares to L1. The conversion of the subscriptions under the L1 Facility into Class B Shares will dilute
the Company's shareholders' interest in the Company. L1 requested to convert some but not all L1 Convertible Notes issued in 2021. As
at December 31, 2021, L1 Convertible Notes in an aggregate amount of USD 3,500,000 remained unconverted and the remaining amount
available for subscription by the Company under the L1 Facility is USD 5,000,000, therefore, as at December 31, 2021, the estimated maximum
number of Class B Shares deliverable under the L1 Facility is 12,435,057 Class B Shares at a conversion price of, respectively, CHF 0.718
per Class B Share for the tranches subscribed under the original agreement (calculated based on the closing price of a Class B Share on
the SIX on December 30, 2021 of CHF 0.756 discounted by 5%) and CHF 0.68 per Class B Share for the tranches subscribed under
the amendment dated September 27, 2021 (calculated based on the closing price of a Class B Share on the SIX on December 30, 2021 of CHF 0.756
discounted by 10%). Note that the actual price at which L1 may convert each tranche under the L1 Facility is subject to change, and, therefore,
the number of Class B Shares deliverable to L1 may vary.
In connection with the L1
Facility, the Company granted L1 the option to acquire Class B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading
day volume-weighted average price of the WISeKey Class B Share (“WIHN Class B Share”) on the SIX Swiss Stock Exchange immediately
preceding the tranche closing date and (b) CHF 5.00 (the “L1 Warrant Exercise Price”). The number of warrants granted at each
tranche subscription is calculated as 25% of the principal amount of each tranche divided by the volume-weighted average price of the
trading day immediately preceding the tranche closing date. Each warrant agreement has a 3-year exercise period starting on the relevant
subscription date. As at December 31, 2021, a total of 3,078,963 warrants (the "L1 Warrants") for the acquisition of an equal
number of Class B Shares. As a result, the maximum total number of Class B Shares that are issuable under the L1 Warrants as at December
31, 2021 is 3,078,963 Class B Shares. The L1 Warrants may be exercised by L1 at any time until the third anniversary of their respective
grant at the L1 Warrant Exercise Price. Should the remaining amount available for subscription by the Company under the L1 Facility of
USD 5,000,000 be subscribed for, the estimated maximum number of warrants deliverable under the L1 Facility is 1,507,606 for the acquisition
of an equal number of Class B Shares. As a result, assuming the L1 Facility is fully subscribed for, the maximum total number of Class
B Shares that are issuable under the L1 Facility as at December 31, 2021 is 4,586,569 Class B Shares (the “Total L1 Warrants”).
The Class B Shares issuable to L1 in connection with the Total L1 Warrants would be issued out of the Company's conditional share capital
or authorized share capital without triggering the pre-emptive rights of the existing shareholders of the Company. The exercise of the
Total L1 Warrants will dilute the Company's shareholders' interests in the Company. Note that the actual volume-weighted average price
of the trading day immediately preceding the subscription date at each subscription used to calculate the number of warrants granted to
L1 is subject to change, and, therefore, the number of Class B Shares deliverable to L1 may vary.
15
On 29 June 2021, WISeKey entered
into an Agreement for the Subscription of up to $22M Convertible Notes (the “Anson Facility”) with Anson Investments Master
Fund LP (“Anson”), as amended on September 27, 2021, pursuant to which Anson committed to grant loans, in several tranches
and in the form of convertible notes (the “Anson Convertible Notes”), to WISeKey up to a maximum amount of USD 22,000,000,
subject to certain conditions, over a period of 24 months. The Anson Convertible Notes bear interest at a rate of 6% per annum (“Anson
Interest”). Subject to a cash redemption right of WISeKey, the Anson Convertible Notes are mandatorily convertible into Class B
Shares within a period of 24 months from issuance of the respective Anson Convertible Notes (the “Anson Conversion Period”),
extendable under certain conditions by a maximum of 6 months (the “Anson Maximum Conversion Period”). Conversion takes place
upon request by Anson during the Anson Conversion Period, but in any case no later than at the expiry of the Anson Maximum Conversion
Period. The conversion price applied to the principal amount of the Anson Convertible Notes and accrued interest, converted into CHF at
the relevant ex-change rate will be the lower of (i) 95% of the lowest volume weighted average price of Class B Shares on the SIX Swiss
Ex-change during the five trading days preceding the relevant conversion date and (ii), depending on the tranche, a fixed conversion price
ranging from CHF 4 to CHF 7.50, for the tranches subscribed under the original agreement, and 90% of the lowest volume weighted average
price of Class B Shares on the SIX Swiss Exchange during the ten trading days preceding the relevant conversion date for the tranches
sub-scribed under the amendment dated September 27, 2021. WISeKey made several loan subscriptions in 2021 under the Anson Facility and
the remaining amount available for loans as at December 31, 2021 is USD 5,500,000. In 2021, Anson requested to convert Anson Convertible
Notes issued in 2021 for a total amount of USD 9,800,000, resulting in the issuance of 8,228,262 Class B Shares to Anson. The conversion
of the subscriptions under the Anson Facility into Class B Shares will dilute the Company's shareholders' interest in the Company. Anson
requested to convert some but not all Anson Convertible Notes issued in 2021. As at December 31, 2021, Anson Convertible Notes in an aggregate
amount of USD 6,700,000 remained unconverted and the remaining amount available for subscription by the Company under the Anson Facility
is USD 5,500,000, therefore, as at December 31, 2021, the estimated maximum number of Class B Shares deliverable under the Anson Facility
is 18,088,674 Class B Shares at a conversion price of, respectively, CHF 0.718 per Class B Share for the tranches subscribed under
the original agreement (calculated based on the closing price of a Class B Share on the SIX on December 30, 2021 of CHF 0.756 discounted
by 5%) and CHF 0.68 per Class B Share for the tranches subscribed under the amendment dated September 27, 2021 (calculated based
on the closing price of a Class B Share on the SIX on December 30, 2021 of CHF 0.756 discounted by 10%). Note that the actual price
at which Anson may convert each tranche under the Anson Facility is subject to change, and, therefore, the number of Class B Shares deliverable
to Anson may vary.
In connection with the Anson
Facility, the Company granted Anson the option to acquire Class B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading
day volume-weighted average price of the WIHN Class B Shares on the SIX Swiss Stock Exchange immediately preceding the tranche closing
date and (b) CHF 5.00 (the “Anson Warrant Exercise Price”). The number of warrants granted at each tranche subscription is
calculated as 25% of the principal amount of each tranche divided by the volume-weighted average price of the trading day immediately
preceding the tranche closing date. Each warrant agreement has a 3-year exercise period starting on the relevant subscription date. As
at December 31, 2021, a total of 2,821,922 warrants (the "Anson Warrants") for the acquisition of an equal number of Class B
Shares. As a result, the maximum total number of Class B Shares that are issuable under the Anson Warrants as at December 31, 2021 is
2,821,922 Class B Shares. The Anson Warrants may be exercised by Anson at any time until the third anniversary of their respective grant
at the Anson Warrant Exercise Price. Should the remaining amount available for subscription by the Company under the Anson Facility of
USD 5,500,000 be subscribed for, the estimated maximum number of warrants deliverable under the Anson Facility is 1,658,366 for the acquisition
of an equal number of Class B Shares. As a result, assuming the Anson Facility is fully subscribed for, the maximum total number of Class
B Shares that are issuable under the Anson Facility as at December 31, 2021 is 4,480,288 Class B Shares (the “Total Anson Warrants”).
The Class B Shares issuable to Anson in connection with the Total Anson Warrants would be issued out of the Company's conditional share
capital or authorized share capital without triggering the pre-emptive rights of the existing shareholders of the Company. The exercise
of the Total Anson Warrants will dilute the Company's shareholders' interests in the Company. Note that the actual volume-weighted average
price of the trading day immediately preceding the subscription date at each subscription used to calculate the number of warrants granted
to Anson is subject to change, and, therefore, the number of Class B Shares deliverable to Anson may vary.
16
Our financial results
may be affected by fluctuations in exchange rates.
Due to the broad scope of
our international operations, a portion of our revenue and our expenses are denominated in currencies other than USD, our reporting currency.
As a result, our business is exposed to transactional and translational currency exchange risks caused by fluctuations in exchange rates
among those different currencies.
The functional currency of
most of our operating subsidiaries is the applicable local currency. The translation from the applicable functional currencies into our
reporting currency is performed for balance sheet accounts using exchange rates in effect at the balance sheet date, and, for the statement
of operations accounts, using average exchange rates prevailing during the relevant period. Functional currency exchange rates for our
operating subsidiaries have in the past, and may in the future, fluctuate significantly against the USD. Because we prepare our consolidated
financial statements in USD, these fluctuations may have an effect both on our results of operations and on the reported value of our
assets, liabilities, revenue and expenses as measured in USD, which in turn may significantly affect reported earnings, either positively
or negatively, and the comparability of period-to-period results of operations.
In addition to currency translation
risks, we are exposed to currency transaction risks. Currency transaction risk is the risk that the domestic currency value of a future
foreign currency denominated cash flow (payments or receipts from a committed or uncommitted contract or credit facility) varies as a
direct result of changes in exchange rates. Fluctuations in currencies may adversely impact our ability to compete on a global basis and
our results of operations and our financial condition.
Our operating results
can vary significantly due to the impairment of goodwill and other tangible and intangible assets due to changes in the business environment.
Our operating results can
also vary significantly due to impairments of intangible assets, including goodwill, and other fixed assets. As at December 31, 2021,
the value of our goodwill as recorded on our balance sheet was USD 30,841,303 and the value of acquired technologies and other intangible
assets was USD 9,186,479, net of impairment and amortization. Because the market for our products is characterized by rapidly changing
technologies, our future cash flows may not support the value of goodwill and other intangibles recorded in our consolidated financial
statements. According to U.S. GAAP, we are required to annually test our recorded goodwill and indefinite-lived intangible assets, if
any, and to assess the carrying values of other intangible assets when impairment indicators exist. As a result of such tests, we could
be required to book impairment charges in our statement of operations if the carrying value is greater than the fair value. The amount
of any potential impairment is not predictable.
Factors that could trigger
an impairment of such assets include, but are not limited to, the following:
·
underperformance relative to projected future operating results;
·
negative industry or economic trends, including changes in borrowing rates or weighted average cost of
capital;
·
applicable tax rates;
·
changes in working capital;
·
the market multiples utilized in our fair value calculations;
·
changes in the manner or use of the acquired assets or the strategy for our overall business; and
·
changes in our organization or management reporting structure, which could require greater aggregation
or disaggregation in our analysis by reporting unit and potentially alternative methods/ assumptions of estimating fair values.
Any potential future impairment,
if required, could have a material adverse effect on our business, financial condition and results of operations.
17
We may need additional
capital in the future and it may not be available on terms favorable to us or at all.
We may require additional
capital in the future to do, among other things, the following:
·
fund our operations;
·
finance investments in equipment and infrastructure needed to maintain our manufacturing capabilities;
·
enhance and expand the range of products and services we offer;
·
respond to potential strategic opportunities, such as investments, acquisitions and expansions; and
·
service or refinance other indebtedness.
Our ability to obtain external
financing in the future is subject to a variety of uncertainties, including: (i) our financial condition, results of operations and cash
flows, and (ii) general market conditions for financing activities.
The terms of available financing
may also restrict our financial and operating flexibility. If adequate funds are not available on acceptable terms, we may be forced to
reduce our operations or delay, limit or abandon expansion opportunities. Moreover, even if we are able to continue our operations, the
failure to obtain additional financing could have a material adverse effect on our business, financial condition and results of operations.
The Company is a holding
company with no direct cash generating operations and relies on its subsidiaries to provide it with funds necessary to pay dividends to
shareholders.
The Company is a holding company
with no significant assets other than the equity interests in its subsidiaries. The Company's subsidiaries own substantially all the rights
to its revenue streams. The Company has no legal obligation to, and may not, declare dividends or other distributions on its shares. The
Company's ability to pay dividends to its shareholders depends on the availability of sufficient legally distributable profits from previous
years, which depends on the performance of its subsidiaries and their ability to distribute funds to the Company, and/or on the availability
of distributable reserves from capital contributions at the Company level, and on the need for shareholder approval.
The ability of a subsidiary
to make distributions to the Company could be affected by a claim or other action by a third party, including a creditor, or by laws which
regulate the payment of dividends by companies. In addition, the subsidiaries' ability to distribute funds to the Company depends on,
among other things, the availability of sufficient legally distributable profit of such subsidiaries. The Company cannot offer any assurance
that legally distributable profit or reserves from capital contributions will be available in any given financial year.
Even if there is sufficient
legally distributable profit or reserves from capital contributions available, the Company may not be able to pay a dividend or distribution
of reserves from capital contributions for a variety of reasons. Payment of future dividends and other distributions will depend on our
liquidity and cash flow generation, financial condition and other factors, including regulatory and liquidity requirements, as well as
tax and other legal considerations.
Legal Risks
We are subject to anti-takeover
provisions.
Our Articles and Swiss law
contain provisions that could prevent or delay an acquisition of the Company by means of a tender offer, a proxy contest or otherwise.
These provisions may also adversely affect prevailing market prices for our Class B Shares and our ADSs. These provisions provide, among
other things:
·
an opting-out from the obligation of an acquirer of Shares to make a public offer pursuant to article 135
and 163 of the Swiss Financial Market Infrastructure Act, including its implementing directives, circulars and other regulations (the
"FMIA");
18
·
that the share capital is divided into different classes of shares, of which only Class B Shares are listed
on the SIX, whereas Class A Shares are not listed and tradable;
·
that the Board is currently authorized, at any time until May 25, 2023, to issue up to 6,141,701 new Class
B Shares and to limit or withdraw the pre-emptive rights of existing shareholders in various circumstances;
·
that any shareholder who is entitled to propose any business or to nominate a person or persons for election
as member of the Board at an annual meeting may only do so if advance notice is given to the Company;
·
that a merger or demerger transaction requires the affirmative vote of the holders of at least two-thirds
of voting rights and an absolute majority of the par value of the shares, each as represented (in person or by proxy) at the general meeting
of shareholders and the possibility of a so-called "cash-out" or "squeeze-out" merger if the acquirer controls 90%
of the outstanding shares entitled to vote at a general meeting of shareholders; and
·
that any action required or permitted to be taken by the holders of shares must be taken at a duly called
annual or extraordinary general meeting of shareholders of the Company.
Each Class A Share and
each Class B Share has one vote despite the difference in par value
Each Class A Share and each
Class B Share carries one vote per share but our Class A Shares have a lower par value (CHF 0.01 per share) than our Class B Shares (CHF
0.05 per share). This means that, relative to their respective per share contribution to the Company’s capital, the holders of our
Class A Shares have a greater relative per share voting power than the holders of our Class B Shares for matters that require approval
on the basis of a specified majority of shares present at the shareholders meeting.
However, to the extent
shareholder resolutions require as the relevant majority standard a majority of the par value of the shares present at the meeting,
Class A Shares as a class have less votes than Class B Shares as a class (as the Class B Shares have a par value of CH 0.05 per
Class B Share as compared to CH 0.01 per Class A Share). The majority of par value standard for approval of resolutions applies (i)
to shareholder resolutions on certain specific matters (see Item 10B - Memorandum and Articles of Association - Dual Voting
Rights) and (ii) to the extent that Swiss corporate law requires that a shareholder resolution be adopted with a majority
of (A) two-thirds of the voting rights attached to, and (B) the absolute majority of the par value of, the shares, each as
represented at the relevant meeting (see also Item 10B - Memorandum and Articles of Association - Voting
Requirements).
Assuming a total of approximately
128.1 million of our shares are issued (in line with the commercial register of the Canton of Zug as at December 31, 2021), of which
approximately 40.0 million are Class A Shares and approximately 88.1 million are Class B Shares, the Class A Shares as a class contribute
approximately 8.33% of the aggregate par value of the Company, have 31.24% of the total votes for matters that require approval on the
basis of a specified majority of the number of shares present or represented at the shareholders meeting, but 8.33% of the total votes
for matters that require approval on the basis of a specified majority of the par value of the shares present at the shareholders meeting.
Assuming the same total of approximately 128.1 million of our shares are issued, of which approximately 40.0 million are Class
A Shares and approximately 88.1 million are Class B Shares, Class B Shares as a class contribute 91.67% of the aggregate par value of
the Company, have 68.76% of the total votes for matters that require approval on the basis of a specified majority of the number of shares
present or represented at the shareholders meeting, but 91.67% of the total votes for matters that require approval on the basis of a
specified majority of the par value of the shares present at the shareholders meeting.
A change in tax laws,
treaties or regulations, or their interpretation, of any country in which we operate, including tax rules limiting the deductibility of
interest expense, could result in a higher tax rate on our earnings, which could result in a significant negative impact on our earnings
and cash flows from operations.
We operate in various jurisdictions.
Consequently, we are subject to changes in applicable tax laws, treaties or regulations in the jurisdictions in which we operate, which
could include laws or policies directed toward companies organized in jurisdictions with low tax rates. A material change in the tax laws
or policies, or their interpretation, of any country in which we have significant operations, or in which we are incorporated or resident,
including the limitation of deductibility of interest expense, could result in a higher effective tax rate on our worldwide earnings and
such change could be significant to our financial results.
19
We may become exposed
to costly and damaging intellectual property or liability claims, and our product liability may not cover all damages from such claims.
We are exposed to potential
intellectual property or product liability claims. We currently have not been involved in any such legal proceedings. However, the current
and future use of our products may expose us to such claims. Any claims made against us, regardless of their merit, could be difficult
and costly to defend, and could compromise the market acceptance of our products and any prospects for future products. Such legal proceedings
could have a material adverse effect on our business, financial condition, or results of operations.
If WISeKey is unable
to adequately protect its proprietary technology and intellectual property rights, its business could suffer substantial harm.
Our intellectual property
rights are important to our business. We rely on a combination of confidentiality clauses, trade secrets, copyrights and trademarks to
protect our intellectual property and know-how. In addition, we have filed a number of applications for patents to protect our technologies
and have been granted two patents in Switzerland for the company's verification and authentication of valuable objects on the Internet
in connection with technology involving the internet of things ("IoT") when connecting to each other or to the cloud. Further,
in connection with the acquisition of WISeKey Semiconductors SAS from Inside Secure SA, we have acquired 39 patent families. As mentioned
in Item 5C. Research and Development, Patents and Licenses, Etc., seven new patents were granted to WISeKey in 2021.
The steps we take to protect
our intellectual property may be inadequate. We will not be able to protect our intellectual property if we are unable to enforce our
rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized
third parties to copy our products and use information that we regard as proprietary to create solutions and services that compete with
ours. Some license provisions protecting against unauthorized use, copying, transfer and disclosure of our solutions may be unenforceable
under the laws of certain jurisdictions.
We enter into confidentiality
and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with
whom we have strategic relationships and business alliances. No assurance can be given that these agreements will be effective in controlling
access to our proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies
that are substantially equivalent or superior to our solutions. Additionally, we may from time to time be subject to opposition or similar
proceedings with respect to applications for registrations of our intellectual property, including but not limited to our trademarks and
patent applications. While we aim to acquire adequate protection of our brand through registrations in key markets, occasionally third
parties may have already registered or otherwise acquired rights to identical or similar brands for solutions that also address the cybersecurity,
authentication or mobile application markets. Additionally, the process of seeking patent protection can be lengthy and expensive. Any
of our pending or future patent or trademark applications, whether challenged or not, may not be issued with the scope of the claims we
seek, if at all.
From time to time, we may
discover that third parties are infringing, misappropriating or otherwise violating our intellectual property rights. However, policing
unauthorized use of our intellectual property and misappropriation of our technology is difficult and we may therefore not always be aware
of such unauthorized use or misappropriation. Despite our efforts to protect our intellectual property rights, unauthorized third parties
may attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop
solutions with the same or similar functionality as our solutions. If competitors infringe, misappropriate or otherwise misuse our intellectual
property rights and we are not adequately protected, or if such competitors are able to develop solutions with the same or similar functionality
as ours without infringing our intellectual property, our competitive position and results of operations could be harmed and our legal
costs could increase.
20
WISeKey may incur fines
or penalties, damage to its reputation or other adverse consequences if its employees, agents or business partners violate, or are alleged
to have violated, anti-bribery, competition or other laws.
WISeKey's internal controls
may not always protect us from reckless or criminal acts committed by our employees, agents or business partners that would violate Swiss,
U.S. or other laws, including anti-bribery, competition, trade sanctions and regulations and other related laws. Any such improper actions
could subject WISeKey to administrative, civil or criminal investigations in the competent jurisdictions, could lead to substantial civil
or criminal monetary and non-monetary penalties against WISeKey or our subsidiaries, and could damage our reputation. Even the allegation
or appearance of WISeKey's employees, agents or business partners acting improperly or illegally could damage our reputation and result
in significant expenditures in investigating and responding to such actions.
We could be subject
to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.
As WISeKey continues to expand
products, partnerships, sales and distribution, the risk of being involved in legal proceedings will invariably increase. While WISeKey
has successfully avoided being involved in legal proceedings in the past, it may not be able to do so in the future. Legal proceedings,
especially when involving intellectual property rights and product liability, may have material adverse effects on WISeKey's financial
condition, results of operations and cash flows.
We process and store
personal information, which subjects us to data protection laws and contractual commitments, and our actual or perceived failure to comply
with such laws and commitments could harm our business.
The personal information we
process is subject to an increasing number of laws regarding privacy and data protection, as well as contractual commitments. Any failure
or perceived failure by us to comply with such obligations may result in governmental enforcement actions, fines, or cause our customers
to lose trust in us, which could have an adverse effect on our reputation and business.
Risks Related to Our Shares and ADSs
As a foreign private
issuer, we are permitted to rely on exemptions from certain corporate governance standards.
As a foreign private issuer,
we are permitted to, and we are relying on exemptions from certain NASDAQ corporate governance standards applicable to domestic U.S. issuers.
This may afford less protection to holders of our ordinary shares and the ADSs.
We are exempted from certain
corporate governance requirements of NASDAQ by virtue of being a foreign private issuer. We are required to provide a brief description
of the significant differences between our corporate governance practices and the corporate governance practices required to be followed
by domestic U.S. companies listed on NASDAQ. The standards applicable to us are considerably different than the standards applied to domestic
U.S. issuers. For instance, we are not required to:
·
have a majority of the board be independent (although all of the members of the audit committee must be
independent under the U.S. Securities Exchange Act of 1934, as amended, or the "Exchange Act");
·
have a compensation committee or a nominating or corporate governance committee consisting entirely of
independent directors; or
·
have regularly scheduled executive sessions with only independent directors.
We have relied on and intend
to continue to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governance
requirements of NASDAQ.
21
As a foreign private
issuer, we are exempt from certain disclosure requirements under the Exchange Act, which may afford less protection to our shareholders
and ADS holders than they would enjoy if we were a domestic U.S. company.
As a foreign private issuer,
we are exempt from, among other things, the rules prescribing the furnishing and content of proxy statements under the Exchange Act. In
addition, our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit and recovery
provisions contained in Section 16 of the Exchange Act. We are also not required under the Exchange Act to file periodic reports and financial
statements with the SEC as frequently or as promptly as domestic U.S. companies with securities registered under the Exchange Act. As
a result, our shareholders and ADS holders may be afforded less protection than they would under the Exchange Act rules applicable to
domestic U.S. companies.
We may lose our foreign
private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur
significant legal, accounting and other expenses.
As a foreign private issuer,
we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to
U.S. domestic issuers. In order to maintain our current status as a foreign private issuer, either (a) a majority of our common shares
must be either directly or indirectly owned of record by non-residents of the United States or (b)(i) a majority of our executive officers
or directors may not be United States citizens or residents, (ii) more than 50 percent of our assets cannot be located in the United States
and (iii) our business must be administered principally outside the United States. These criteria are tested annually. If we lost this
status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which
are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate
governance practices in accordance with various SEC and stock exchange rules. The regulatory and compliance costs to us under U.S. securities
laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than
the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase
our legal and financial compliance costs and would make some activities highly time-consuming and costly. We also expect that if we were
required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for
us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher
costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members
of our board of directors.
We are an "emerging
growth company", and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies may make
the ADSs less attractive to investors and, as a result, adversely affect the price of the ADSs and result in a less active trading market
for the ADSs.
We are an "emerging growth
company" as defined in the U.S. Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. For
example, we have elected to rely on an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act relating
to internal control over financial reporting, and we will not provide such an attestation from our auditors. We may avail ourselves of
these disclosure exemptions until we are no longer an emerging growth company. We cannot predict whether investors will find the ADSs
less attractive because of our reliance on some or all of these exemptions. If investors find the ADSs less attractive, it may adversely
affect the price of the ADSs and there may be a less active trading market for the ADSs.
We will cease to be an emerging
growth company upon the earliest of:
·
the last day of the fiscal year during which we have total annual gross revenues of USD 1,070,000,000
(as such amount is indexed for inflation every five years by the United States Securities and Exchange Commission, or SEC) or more;
·
the last day of our fiscal year following the fifth anniversary of the completion of our first sale of
common equity securities pursuant to an effective registration statement under the Securities Act;
·
the date on which we have, during the previous three-year period, issued more than USD 1,070,000,000 in
non-convertible debt; or
22
·
the date on which we are deemed to be a "large accelerated filer", as defined in Rule
12b-2 of the Exchange Act, which would occur if the market value of our ordinary shares and ADSs that are held by non-affiliates
exceeds USD 700,000,000 as of the last day of our most recently-completed second fiscal quarter.
In addition, under the JOBS
Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act
until such time as those standards apply to private companies. Depending on the circumstances, we may or may not take advantage of the
extended transition period under Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards and therefore
our financial statements may not be comparable to companies that comply with public company effective dates.
The requirements of
being a public company may strain our resources and distract our management.
We are required to comply
with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory
requirements will be time-consuming and will result in increased costs to us, either or both of which could have a negative effect on
our business, financial condition and results of operations.
As a public company, we are
(subject to certain exceptions) subject to the reporting requirements of the Exchange Act and the other rules and regulations of the SEC,
including the Sarbanes-Oxley Act and the listing and other requirements of NASDAQ. These requirements may place a strain on our systems
and resources. The Exchange Act requires that we file annual and current reports with respect to our business and financial performance.
The Sarbanes-Oxley Act requires that we maintain disclosure controls and procedures and internal control over financial reporting. To
improve the effectiveness of our disclosure controls and procedures and our internal control over financing reporting, we need to commit
significant resources and provide additional management oversight. We are implementing additional procedures and processes for the purpose
of addressing the U.S. standards and requirements applicable to public companies. These activities may divert management's attention from
other business concerns and we will incur significant legal, accounting and other expenses that we did not have prior to the listing on
NASDAQ, which could have a material adverse effect on our business, financial condition and results of operations.
We have never paid dividends
on our share capital, and we do not anticipate paying cash dividends in the foreseeable future.
We have never declared or
paid cash dividends on our share capital. We do not anticipate paying cash dividends on our shares in the foreseeable future. We currently
intend to retain all available funds and any future earnings to fund the development and growth of our business. Any future determination
to declare cash dividends will be made at the discretion of our board of directors, subject to compliance with applicable laws and covenants
under current or future credit facilities, which may restrict or limit our ability to pay dividends and will depend on our financial condition,
operating results, capital requirements, distributable profits and/or distributable reserves from capital contributions, general business
conditions and other factors that our board of directors may deem relevant. As a result, capital appreciation, if any, of our securities
will be your sold source of gain for the foreseeable future.
ADS holders may not
be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes
to the plaintiffs in any such action.
The deposit agreement governing
the ADSs representing our Class B Shares provides that, to the fullest extent permitted by applicable law, ADSs holders waive the right
to a jury trial of any claim they may have against us or the depositary arising out of or relating to our Class B Shares, the ADSs or
the deposit agreement, including any claim under the U.S. federal securities laws. The waiver to right to a jury trial of the deposit
agreement is not intended to be deemed a waiver by any holder or beneficial owner of ADSs of our or the depositary's compliance with the
U.S. federal securities laws and the rules and regulations promulgated thereunder.
If we or the depositary oppose
a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances
of that case in accordance with the applicable state and federal law. The enforceability of a contractual pre-dispute jury trial waiver
in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court.
However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the
State of New York, which govern the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision,
courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that
this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury
waiver provision before investing in the ADSs.
23
If you or any other holders
or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement
or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury
trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary. If
a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable
trial court, which would be conducted according to different civil procedures and may result in different outcome than a trial by jury
would have had, including results that could be less favorable to the plaintiffs in any such action.
Nevertheless, if this jury
trial waiver is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No
condition, stipulation or provision of the deposit agreement or our ADSs serves as a waiver by any holder or beneficial owner of ADSs
or by us or the depositary of compliance with any provision of the U.S. federal securities laws and the rules and regulations promulgated
thereunder.
Your voting rights as
a holder of our ADSs are limited by the terms of the deposit agreement.
You may exercise your voting
rights with respect to the ordinary shares underlying your ADSs only in accordance with the provisions of the deposit agreement. Upon
receipt of voting instructions from you in the manner set forth in the deposit agreement, the depositary for our ADSs will endeavor to
vote your underlying ordinary shares in accordance with these instructions. When a general meeting is convened, you may not receive sufficient
notice of a shareholders' meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific
matter at the meeting. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your
voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in
a timely manner, but you may not receive the voting materials in time to ensure that you can instruct the depositary to vote your shares.
As a result, you may not be able to exercise your right to vote.
The depositary for our
ADSs will give a discretionary proxy to vote the ordinary shares underlying your ADSs if you do not give timely voting instructions, except
in limited circumstances, which could adversely affect your interests.
Under the deposit agreement
for our ADSs, the depositary will, to the extent permitted under applicable law, give a discretionary proxy to the independent proxy holder
elected by the Company's shareholders to exercise the voting rights of the ordinary shares underlying your ADSs at shareholders' meetings
if you do not give voting instructions to the depositary, unless:
·
we have instructed the depositary that we do not wish a discretionary proxy to be given;
·
we have informed the depositary that there is substantial opposition as to a matter to be voted on at
the meeting; or
·
a matter to be voted on at the meeting would have a material adverse impact on shareholders.
The effect of this discretionary proxy is that,
if you fail to give voting instructions to the depositary, you cannot prevent the ordinary shares underlying your ADSs from being voted,
absent the situations described above, and it may make it more difficult for shareholders to influence our management.
You may be subject to
limitations on transfer of your ADSs.
Your ADSs are transferable
on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient
in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of
ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to
do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or
for any other reason.
24
You may not receive
distributions on our Class B Shares or any value for them if it is illegal or impractical to make them available to you as an ADS holder.
The depositary of our ADSs
has agreed to pay you the cash dividends or other distributions it or the custodian for the Class B Shares represented by ADSs after deducting
its fees and expenses. You will receive these distributions in proportion to the number of our Class B Shares that your ADSs represent.
However, the depositary is not responsible for making such payments or distributions if it is unlawful or impractical to make a distribution
available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities
that require registration under the Securities Act but that are not properly registered or distributed pursuant to an applicable exemption
from registration. The depositary is not responsible for making a distribution available to any holders of ADSs if any government approval
or registration required for such distribution cannot be obtained after reasonable efforts made by the depositary. We have no obligation
to take any other action to permit the distribution of our ADSs, Class B Shares, rights or anything else to holders of our ADSs. This
means that you may not receive the distributions we make on our Class B Shares or any value for them if it is illegal or impractical for
us to make them available to you as an ADS holder. These restrictions may reduce the value of your ADSs.
The rights accruing
to holders of our shares may differ from the rights typically accruing to shareholders of a U.S. corporation.
We are organized under the
laws of Switzerland. The rights of holders of Class B Shares and, therefore, certain of the rights of ADSs, are governed by the laws of
Switzerland and by our Articles of Association. These rights differ in certain respects from the rights of shareholders in typical U.S.
corporations. See the sections entitled "Description of Share Capital and Articles of Association – Differences in Corporate
Law" and "Description of Share Capital and Articles of Association – Articles of Association – Other Swiss Law Considerations"
for a description of the principal differences between the provisions of Swiss law applicable to us and, for example, the Delaware General
Corporation Law relating to shareholders' rights and protections.
Claims of U.S. civil
liabilities may not be enforceable against us.
We are incorporated under
the laws of Switzerland. Certain of our directors reside outside the United States. As a result, it may not be possible for investors
to effect service of process within the United States upon such persons or to enforce judgments obtained in U.S. courts against them or
us, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. The United States and Switzerland
do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial
matters. Consequently, a final judgment for payment given by a court in the United States, whether or not predicated solely upon U.S.
securities laws, would not automatically be recognized or enforceable in Switzerland. In addition, uncertainty exists as to whether Swiss
courts would entertain original actions brought in Switzerland against us or our directors predicated upon the securities laws of the
United States or any state in the United States. Any final and conclusive monetary judgment for a definite sum obtained against us in
U.S. courts would be reviewed by the courts of Switzerland. Whether these requirements are met in respect of a judgment based upon the
civil liability provisions of the U.S. securities laws, including whether the award of monetary damages under such laws would constitute
a penalty, is an issue for the court making such decision. If a Swiss court gives judgment for the sum payable under a U.S. judgment,
the Swiss judgment will be enforceable by methods generally available for this purpose. These methods generally permit the Swiss court
discretion to prescribe the manner of enforcement. As a result, U.S. investors may not be able to enforce against us or certain of our
directors, or certain experts named herein who are residents of Switzerland or countries other than the United States, any judgments obtained
in U.S.
If we fail to maintain
an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent
fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and
the trading price of ADSs or our Class B Shares.
Effective internal controls
over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and
procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in
their implementation could cause us to fail to meet our reporting obligations. Inadequate internal controls could cause investors to lose
confidence in our reported financial information, which could have a negative effect on the trading price of our ADSs or our Class B Shares.
25
Management will be required
to assess the effectiveness of our internal controls annually. However, for as long as we are an "emerging growth company",
our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial
reporting. An independent assessment of the effectiveness of our internal controls could detect problems that our management's assessment
might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements requiring us to incur
the expense of remediation and could also result in an adverse reaction in the financial markets due to a loss of confidence in the reliability
of our financial statements.
If securities or industry
analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our ADSs or our Class
B Shares and their respective trading volumes could decline.
The trading market for our
ADSs and our Class B Shares depends in part on the research and reports that securities or industry analysts publish about us or our business.
Since we have not undertaken an initial public offering of ADSs in connection with the listing of our ADSs on NASDAQ, we do not anticipate
that many or any industry analysts in the United States will publish such research and reports in the United States about our Class B
Shares or our ADSs. If no or too few securities or industry analysts commence or continue coverage on us, the trading price for our ADSs
and our Class B Shares could be affected. If one or more of the analysts who may eventually cover us downgrade our ADSs or our Class B
Shares or publish inaccurate or unfavorable research about our business, the trading price of our ADSs or our Class B Shares would likely
decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our ADSs or Class
B Shares could decrease, which might cause the price of such securities and their respective trading volumes to decline.
Although we believe
that we were not a "passive foreign investment company," or PFIC, for U.S. federal income tax purposes in 2021, there can be
no assurance in this regard, and it is likely that we will be a PFIC in 2022. If we are a PFIC in any year, U.S. holders of our ADSs
may be subject to adverse U.S. federal income tax consequences.
Under the Internal
Revenue Code of 1986, as amended, or the Code, we will be a PFIC for any taxable year in which, after the application of certain
look-through rules with respect to subsidiaries, either (i) 75% or more of our gross income consists of passive income or
(ii) 50% or more of the average quarterly value of our assets consists of assets that produce, or are held for the production
of, passive income. Based on our financial statements, business plan and certain estimates and projections, including as to the
relative values of our assets, we do not believe that we were a PFIC for our 2021 taxable year. However, based on the expected
composition of our assets following the pending sale of our 51% ownership stake in arago and its affiliates for cash, which is
expected to be completed in the second quarter of 2022, we are likely to be a PFIC for our 2022 taxable year if we do not spend a
substantial amount of our liquid assets on active business operations or if our market capitalization does not substantially
increase. Furthermore, there can be no assurance that the Internal Revenue Service (the "IRS") will agree with our
conclusion regarding our PFIC status for 2021, and whether we are or will be classified as a PFIC in any particular year is uncertain
because we currently own a substantial amount of passive assets, including cash, and the valuation of certain of our assets is
uncertain and may vary substantially over time. Accordingly, there can be no assurance that we will not be a PFIC for any taxable
year.
If we are a PFIC for any taxable
year during which a U.S. investor holds ADSs, we generally would continue to be treated as a PFIC with respect to that U.S. investor for
all succeeding years during which the U.S. investor holds ADSs, even if we ceased to meet the threshold requirements for PFIC status.
Such a U.S. investor may be subject to adverse U.S. federal income tax consequences, including (i) the treatment of all or a portion
of any gain on disposition as ordinary income, (ii) the application of a deferred interest charge on such gain and the receipt of
certain dividends and (iii) compliance with certain reporting requirements. We do not intend to provide the information that would
enable investors to make a qualified electing fund election that could mitigate the adverse U.S. federal income tax consequences should
we be classified as a PFIC.
For further discussion, see
"Taxation—Material U.S. Federal Income Tax Considerations for U.S. Holders."
If a United States person
is treated as owning at least 10% of our shares or ADSs, such holder may be subject to adverse U.S. federal income tax consequences.
If a U.S. investor owns or
is treated as owning (indirectly or constructively) at least 10% of the value or voting power of our shares or ADSs, such investor may
be treated as a "United States shareholder" with respect to each "controlled foreign corporation" in our group (if
any). Because our group includes a U.S. subsidiary, certain of our non-U.S. subsidiaries could be treated as controlled foreign corporations
(regardless of whether or not we are treated as a controlled foreign corporation). A United States shareholder of a controlled foreign
corporation may be required to report annually and include in its U.S. taxable income its pro rata share of "Subpart F income,"
"global intangible low-taxed income," and investments in U.S. property by controlled foreign corporations, regardless of whether
we make any distributions. Failure to comply with these reporting obligations may subject a United States shareholder to significant monetary
penalties and may prevent the statute of limitations with respect to such shareholder's U.S. federal income tax return for the year for
which reporting was due from starting. We cannot provide any assurances that we will assist investors in determining whether any of our
non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any investor is treated as a United States shareholder
with respect to any such controlled foreign corporation or furnish to any United States shareholders information that may be necessary
to comply with the aforementioned reporting and tax paying obligations. A United States investor should consult its advisors regarding
the potential application of these rules to an investment in our ADSs.
26
Item 4.
Information on the Company
A.
History and Development of the Company
We are a Swiss stock corporation
(Aktiengesellschaft) of unlimited duration with limited liability under the laws of Switzerland and registered in the Commercial Register
of the Canton of Zug, Switzerland, on December 3, 2015 under the register number CHE-143.782.707. We are registered under the company
name "WISeKey International Holding AG" and have our registered office and principal executive offices at General-Guisan-Strasse
6, 6300 Zug, Switzerland. WISeKey International Holding AG is the parent company of WISeKey SA, which was established in 1999. Our address
on the Internet is http://www.wisekey.com. The information on our website is not incorporated by reference in this annual report.
In the first quarter of 2019,
we completed the sale of the QuoVadis Group to DigiCert Inc, a leading global provider of TLS/SSL, IoT and other PKI solutions, for USD
45 million cash. The products and solutions of the QuoVadis Group sold to DigiCert Inc. consisted of QuoVadis Trust/Link which provides
managed Public Key Infrastructure (PKI) including Digital Certificates for authentication, encryption, and digital signature; TLS/SSL
Certificates for websites; QuoVadis sealsign which provides software and cloud solutions for Electronic Signatures and time-stamping.
We retained ownership of the ISTANA Platform used to secure, among other things, the connected car industry, as part of its offerings
for the Internet of Things (IoT) market, together with its latest Blockchain technology. The ISTANA Platform complements our core products
and solutions which are based on our Cybersecurity SaaS business, also known as managed PKI services, and on our Semiconductor chips,
and focus on securing the IoT market and using Artificial Intelligence (AI) to analyze data, with products and services using public key
encryption and hardware encryption, digital identity protection services, anti-illicit trade products and services, and Blockchain services.
On February 1, 2021, we acquired
a controlling interest in arago GmbH (“arago”) through conversion of a CHF 5 million loan to arago into 51% of
arago’s share capital carrying 51% of the voting rights (see Notes 11 and 15 of our consolidated financial statement as at December
31, 2021). arago is a leading German technology company that provides Artificial Intelligence (“AI”) to enterprises globally
through knowledge automation. See also Item 8-B (Significant Changes) and in particular the Share Purchase and transfer Agreement we
entered into in relation to the disposition of the arago group.
The SEC maintains an internet
site at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that file electronically
with the SEC.
B.
Business Overview
Overview
We are a Swiss cybersecurity
company, publicly listed in Switzerland on the SIX since 2016 (Class B Shares, ticker: WIHN) and in the U.S. on the NASDAQ, since 2019
(American Depositary Shares, ticker WKEY), focused on delivering integrated security solutions for the Internet of Things (IoT) and digital
identity ecosystems. With over two decades of experience in the digital security market, we integrate our secure semiconductors, cybersecurity
software, and a globally recognized Root of Trust (RoT) into leading-edge products and services that protect users, devices, data and
transactions in the internet-connected world.
The rapid proliferation of
internet-connected devices and individuals' increasing dependence on them for personal and business purposes have exposed shortcomings
in traditional security solutions. Legacy IT networks are easy targets for attackers that leverage the vulnerabilities of the outdated
perimeter-based security methods that cannot keep up with the sheer number of devices that are being added every day. Our cybersecurity
platform is the first of its kind to be intentionally designed to provide organizations with a holistic cybersecurity solution to safeguard
their connected device ecosystem from the evolving cyber threats that lurk around every corner of the burgeoning Internet of Things (IoT)
landscape.
27
Cyber-attacks are becoming
increasingly sophisticated, posing significant and persistent threats to international organizations and the sensitive data that they
are responsible to protect under government regulations such as GDPR. Attackers deploy clandestine, advanced, and targeted attacks on
less secure bring-your-own-devices (BYOD) to infiltrate broader networks. These attacks can remain inside a network for extended periods
of time undetected, most often to steal valuable data, spread malicious malware, or sabotage critical infrastructure. The proliferation
of the IoT and the increase in connected devices is driving the severity of these risks up. As more devices are connected, more data is
shared and as more data is shared, there are more points of vulnerability. Being able to secure these points of vulnerability is critical
to the success of business and data communications future. The World Economic Forum said, in an article published in November of 2019,
that Cybercrime will remain a large-scale concern for years to come. From 2019 to 2023E, approximately
$5.2 trillion in global value will be at risk from cyberattacks, creating an ongoing challenge for corporations and investors alike1.
In the context of cybersecurity,
a major concern is not just the risk of exposing data to bad actors, but also the actions and decisions that are made based on the data
and that cannot take place if the data cannot be trusted. As a result, conceptually in terms of data classes, some data can be trusted
to take a particular action and other data cannot. If data is categorized as "Untrusted Data", where the identity of a device
or data source is not known, the network security is low or the data integrity cannot be validated, that data is flagged as untrusted.
So-called "Secure Data" on the other hand stems from devices and data sources with trusted identities and data validation processes,
inherently part of a Public Key Infrastructure (PKI), generating "Trusted Data" that can trigger reliable actions, transactions
and processes. As more and more applications rely on immediate actions, like the decision for a drone to complete its delivery, the need
for Secure Data becomes critical for safety and security and it can only derive from secure, trusted IoT ecosystems.
WISeKey believes that we are
one among very few companies in our market combining secure IoT microchips with proven cybersecurity software and services. Simply put,
devices and data sources that are deployed without the security provided by our platform are exposed and lack the mission-critical security
systems to defend themselves and the networks they are connected to. Our security solutions are therefore at the forefront of cybersecurity
innovation, driving the future of IoT and IT security as the most comprehensive way to fill all gaps in identity and data protection,
giving organizations the confidence that they are protected from device-to-cloud and beyond.
Our cybersecurity and automation
platform is comprised of our proprietary software and hardware products that have been designed from the ground up to address the unique
attack parameters that threaten the IoT and data ecosystem:
·
Hardware - Our unique position as one of only six companies worldwide that have their own IP to
design secure chips and capable of deploying secure microchips that have been certified by globally recognized security certification
boards like Common Criteria, Cybersecurity and Infrastructure Security Agency and FIPS (Federal Information Processing Standards) gives
us the advantage of being able to provide our clients with the highest level of digital security available on the market at this time.
Our secure microchips, typically referred to as Secure Elements, have been embedded into billions of devices and are trusted to secure
drone, enterprise, government, and medical-grade applications.
·
Software - Our software solutions are driven by proprietary technologies based on widely adopted
standards such as Root of Trust (RoT) and Public Key Infrastructure (PKI), that enable our clients to effectively manage their digital
identities, information, and communications through a single integrated platform. RoT enables us to secure electronic information through
our PKI digital certificate technology. These digital certificates are deployed for mutual authentication and encryption, creating tamperproof
electronic "fingerprints", allowing our clients to adapt to an always changing device landscape without compromising their digital
security and integrity.
__________________________________
1 Ghosh, I, ‘This is the crippling
cost of cybercrime on corporations’, World Economic Forum, November 7, 2019.
28
Market Opportunities
Our security solutions address
the complex needs of global enterprises and organizations. Our customers include leading organizations in a diverse set of industries,
including energy and utilities, financial services, healthcare, manufacturing, retail, technology, IT operations and telecommunications,
as well as the public and academic sectors. In addition, we have an extensive network of channel partners, including software providers,
systems integrators, IT outsourcing providers and leading cybersecurity consulting firms.
While our focus is on integrated
solutions, we market and sell our products as both standalone products and integrated product suites. We derive revenue from the sales
of microchips, software subscriptions, maintenance and licenses across our product portfolio.
Our core business addresses
primarily two large and growing markets: Cybersecurity and IoT.
According to PwC’s 2022
Global Digital Trust Insights report, “investments continue to pour into cybersecurity” with 69% of responding organizations
predicting a rise in their cyber spending for 2022. Some even expect a surge in spending, with 26% saying they anticipate a 10% or higher
spike in cyber spending for the upcoming year2.
Meanwhile, tech research and advisory firm Gartner estimated that spending on information security
and risk management will total US$172 billion in 2022, up from US$155 billion in 2021 and US$137 billion the year before3.
More than 12 billion IoT devices
were connected in 2021. This number is expected to boom and grow to 27 billion units in 2025, with a compound annual growth rate (‘CAGR’)
of 22%4. The global IoT cybersecurity market
is expected to grow to more than $50 billion in 2025, with a 33% CAGR from 20205.
Some notable sub-categories of where we have a significant track record include:
·
Industry 4.0
·
Drone Security
·
Healthcare and Medical Devices
·
Data Privacy
·
Autonomous Safety.
As at December 31, 2021, we
had 136 employees located across 8 countries. We also have 3 independent contractors located in Germany and 2 in France.
For the fiscal years ended
December 31, 2021, 2020 and 2019 we generated revenues of, respectively, USD 22.3 million, USD 14.8 million and USD 22.7 million,
with cash reserves (restricted and unrestricted) of USD 34.4 million as at December 31, 2021 and USD 21.8 million
as at December 31, 2020.
Security is our DNA and we
are committed to continuing to develop and deliver solutions that keep our clients ahead of the unique cybersecurity threats that they
face within their markets, enabling them to adapt to an evolving landscape. Trustworthiness is also demonstrated by means of independent
audits and accreditations. WISeKey products and services are recognized for their superior quality and maximum-security levels through
accreditations such as WebTrust for the PKI solutions and Common Criteria for the semiconductor products, meeting or exceeding the highest
standards required by the industry.
__________________________________
2
Pwc, ‘2022 Global Digital Trust Insights - The C-suite guide to simplifying for cyber readiness,today and tomorrow’,
https://www.pwc.com/us/en/forms/2022-global-digital-trust-insights-download.html.
3
Moore S., ‘Gartner Forecasts Worldwide Security and Risk Management Spending to Exceed $150 Billion in 2021’, Gartner,
May 17, 2021.
4
Sinha, S., ‘State of IoT 2021: Number of connected IoT devices growing 9% to 12.3 billion globally, cellular IoT now surpassing
2 billion’, IoT Analytics, September 22, 2021.
5
Middleton P. et al., ‘ Forecast: IT Services for IoT, Worldwide, 2019-2025’, Gartner, August 16, 2021.
29
Industry Background
Broad rollout and adoption
of internet connected devices creates increased exposure
The Internet of Things (IoT)
is the network of physical devices, vehicles, home appliances, and other things embedded with electronics, software, sensors, actuators
and network connectivity that create an ecosystem of connected devices exchanging and making decisions on data that is being broadcast
across the Internet.
Organizations face persistent
threats from advanced attackers who are increasingly aware of existing vulnerabilities in existing security solutions and target the weakest
link in the chain of security. Attackers can penetrate unsecured devices and subsequently connect to and cause harm to networks, manipulate
data or use this data to gain competitive advantages. These devices include employees' personal devices (e.g., smartphones, laptops, and
tablets), non-employee personal devices, (e.g., devices owned by third parties and others within enterprises), as well as IoT devices
used for corporate purposes (e.g., lights, security cameras, printers, point-of-sale machines, thermostats, and medical devices). This
landscape is growing rapidly and securing these devices and the data they provide has become an overwhelming priority for almost every
single company in business today.
Most devices today lack encryption,
authentication and other forms of protection from malicious attacks. Once the security parameters are penetrated, attackers can infiltrate
and further spread malicious software to a range of devices. This can ultimately lead to interruption of business operations, slowdown
of internet functionality, potential disruptions to critical infrastructure, and in some cases even the loss of sensitive consumer information.
Based on a report that INC.com conducted with collaboration from Cisco and the National Center for Middle Market, 60% of small businesses
would fold within 6 months of a cyber-attack (Galvin 2018)6.
Existing security solutions
were not built for today's connected world
Traditional IT security consists
of software security solutions that were developed decades ago and focus primarily on legacy closed networks where the security landscape
and challenges are less fractured and firewalls are used to protect a well-defined network perimeter.
Unlike personal computers,
IoT devices rely on cloud computing for much of their operations. This has driven a paradigm shift to device-level security, as smart
devices lack the critical security infrastructure to prevent infiltration. Attackers carry out DDoS (Distributed Denial of Service) attacks
by taking advantage of vulnerabilities in these devices, which enables them to command a much greater and more widely distributed IP address
base than other attacks.
In today's environment, security
for IoT relies on various vendors and solutions. According to Symantec Corporation, the average enterprise uses 75 distinct and different
security products (Symantec 2015)7. These
products can be effective at preventing an attack if it falls within the scope of their specific capability and the enterprises have the
necessary security knowledge of how to implement the different elements. Enterprises increasingly require a vendor such as WISeKey that
can provide a fully integrated offering designed specifically to address the unique challenges of IoT security.
Enterprises need security
solutions that address today's complexities and dynamic threat environment
Enterprises must address the
IoT security problem and bridge the gap between device proliferation and device security. It is imperative for devices to be manufactured
with immutable digital identities that can be secured inside embedded microchips, giving the devices the ability to securely authenticate
themselves within the network. This device-level authentication creates an end-to-end secure connection, extending all of the way from
the device through the cloud platforms and ultimately to the end applications, eliminating potential security gaps that are inevitably
generated during integration of various technologies.
Cyber-attackers often target
identities as they provide access to valuable systems and data while concealing their activity within networks. More than ever, enterprises
must focus on digital identities as the primary constant in an ever-evolving technology and threat landscape. PKI and digital certificates
are two tools in the security chain that leverage the device's digital identity to implement strong authentication, encryption and digital
signatures, which are the building blocks of cybersecurity solutions. Digital certificates provide identifying information, are forgery
resistant, and can be verified because they are issued by official, trusted agencies. As digital identities have effectively become the
new network perimeter, securing these identities has become paramount.
__________________________________
6
Galvin, J, ‘60 Percent of Small Businesses Fold Within 6 Months of a Cyber Attack. Here’s How to Protect Yourself’,
Inc., May 7, 2018.
7Symantec,
‘Symantec Introduces New Era of Advanced Threat Protection’, Symantec Press Release, October 27, 2015.
30
Our Technology
After reviewing the market
conditions listed in the Industry Background section above, it is easy to see that there is a clear and present need for a unified platform
that can address the broad range of unique security and trust challenges facing the market today. Even with a host of large corporations
operating in the semiconductor or cybersecurity software markets, we believe that they have not succeeded in building - in the way WISeKey
does - comprehensive solutions that integrate software and hardware into a single, easy to implement, platform that gives organizations
the peace of mind that their processes are automated and products, networks, private data, and reputations are holistically protected.
WISeKey with its Trust Technology
is a leader in cybersecurity with core technology used to generate digital identities
and authenticate data and IoT, thereby enabling trust in IoT, data and identification. WISeKey’s recent acquisition of arago brings
with it its AI and Data Technology who are leaders in business process automation and their next-generation Knowledge Automation enables
up to 3x higher automation at lower ownership cost and enables full digitization of end-to-end processes and establishes customer data
platform to support AI and analytics.
WISeKey is now combining these
technologies, adding Trust to Knowledge Automation and enabling the delivery of the next wave in business process automation with the
Trust required to combat the cyberthreats that have plagued the automation market in the past. This is a cloud-based SaaS offering designed
for an uncertain cyberthreat environment with the customer data secured and authenticated throughout the entire process delivering unprecedented
value to customers.
Knowledge Automation –
There are three steps in the knowledge automation process:
1. Data, a ticket or request is sent to HIRO, the arago knowledge automation platform, and the AI engine assesses if additional data required to determine what to do next.
2. HIRO requests contextual data to determine what the problem is and through a trial-and-error process AI identifies the problem.
3. HIRO then applies automation to solve problem, where each action feeds back data and the AI engine uses data to determine if the problem is solved or more steps are required.
This entire process is secured
by Trust technology:
•
All communication through secure APIs, not directly to UI or server
•
Data “watermarked” when leaving customer systems
•
Encrypted in transit to HIRO
•
All contact with data is securely recorded and auditable
•
Personal data (PII) can be pseudomized for GDPR compliance
At the heart is an AI Data
Warehouse:
•
All data used by HIRO during automation is stored in a Knowledge Graph
•
Data is structured and tagged for analytics – AI ready
31
Connected Trust Essentials
- The future of the connected world relies on trust and our mission at WISeKey is to build trust through the delivery of integrated
security solutions. This is at the core of our Knowledge Automation platform and supported by three core technologies that we believe
are necessary to deliver on this mission: Digital Identities (Digital IDs), Public Key Infrastructure (PKI), and a globally recognized
Root of Trust (RoT). Below is a brief overview of each component:
Digital IDs -
A digital identity is the virtual representation of the real identity of a person, application or object. This identity must be:
·
Based on standards that are commonly adopted and implemented by default by most common software applications
and operating systems, in order to reduce the implementation effort;
·
Trustworthy by all parties involved in its use or validation, by means of trusting the entity that issued
the digital identity;
·
Multifunctional, so the same technology can be used for as many purposes as possible, like strong authentication,
digital signature and encryption;
·
Revocable, in case of security compromise, cease of operation or other causes, in such a way that all
participants can verify at any moment if an identity is valid.
WISeKey leverages
the standards around Public Key Cryptography and Digital Certificates to build its concept of Digital ID and electronic transaction security.
Public Key Infrastructure
(PKI) - A Public Key Infrastructure (PKI) is commonly defined as "a set of IT systems, people, policies, and procedures needed
to create, manage, distribute, use, store, and revoke digital certificates". PKI is WISeKey's base technology to manage Digital Identities.
WISeKey's PKI is built fully compatible with the ITU X.509 standard (International Telecommunication Union 2016 ITU-T X-Series Recommendations)
for personal certificates, and is built around a proprietary software solution for certificate management, that allows issuing millions
of certificates and provide a multi-tenant interface that can be accessed by our corporate customers to manage the certificates of their
employees or customers.
Root of Trust (RoT) -
The concept of "Root of Trust" has a dual approach and interpretation:
·
Software-approach: Transactional RoT - This approach to the RoT is the one related to PKI
technology and Digital Certificates. Typically, the PKI is built as a hierarchy of Certification Authorities (‘CA’), in such
a way that the CA that issues the Digital Certificate of an entity is itself endorsed by a higher level Certification Authority . Typically,
this chain has two or three levels and at the top level we'll find what is called the "Root Certification Authority" (Root CA).
This brings a key concept around Trust in PKI: We can trust a Digital Certificate if we trust the Root CA. WISeKey's Root CA is endorsed
by the OISTE Foundation.
·
Device-approach: Hardware RoT - Encryption techniques in general and Public Key Cryptography
in particular require an adequate protection of these encryption keys. Keys must be protected against physical and logistical attacks,
ensuring that only the authorized owner can use it. The highest protection for these keys can be achieved by incorporating in the device
a specific chip that assumes the role to protect the encryption keys and perform the cryptographic operations in a protected environment.
These chips, or secure microcontrollers, are commonly known as the "Secure Element". For IoT devices it is also important to
ensure that the software running in the device can't be corrupted or modified. This can also be achieved by encrypting and digitally signing
the device firmware with a key protected in the secure element.
32
The WISeKey Unique RoT
– WISeKey at present is the only company in the world with a value proposition for Root of Trust that covers both the requirements
for the Transactional RoT and the Hardware RoT:
·
WISeKey provides worldwide trusted Digital Certificates thanks to its PKI and the WISeKey/OISTE Root Certification
Authorities.
·
WISeKey provides extremely secure elements that can protect the cryptographic keys in IoT devices.
OISTE Root of Trust
- Founded in 1998, Transactions Electroniques OISTE was created with the objectives of promoting the use and adoption of international
standards to secure electronic transactions, expand the use of digital certification and ensure the interoperability of certification
authorities' e-transaction systems. OISTE holds special consultative status with the Economic and Social Council of the UN (ECOSOC) and
is an accredited member of the Non-commercial Users Stakeholders Group (NCSG) of ICANN as part of the Not-for-Profit Operational Concerns
(NPOC) constituency. The OISTE foundation is regulated by article 80 of the Swiss Civil Code. The OISTE Foundation owns and regulates
the OISTE Global Trust Model, which includes as "Root of Trust" a number of Root Certification Authorities that are globally
recognized. OISTE delegated to WISeKey SA the operation of the systems and infrastructures supporting the Global Trust Model. The OISTE
foundation does not itself issue certificates to end subscribers or operate as data center, instead, it granted WISeKey SA an exclusive
license as Subordinate Certification Authority, allowing the delivery of Trust Services for Persons, Applications and Objects.
WISeKey acts as the operator
chosen by the foundation for the management of the OISTE Cryptographic Root Key. The OISTE RoT serves as a common trust anchor, recognized
by operating systems and IoT applications to ensure the authenticity, confidentiality, and integrity of online identities and transactions.
We believe these features are important in creating business opportunities with governments, international bodies, and corporations that
are wary of foreign government oversight intervention and centralization of data on servers outside of their respective jurisdictions.
Our Products & Services
Secure Microchips and
Secure Software Products - We offer a large range of secure microcontrollers that share consistent secure 8-/16-/32-bit RISC CPU
performance, with strong security mechanisms, and enhanced crypto engines to optimize performance and power consumption. The products
also provide high-density, low-power EEPROM and FLASH memory storage technologies. We design our chips to meet the most stringent security
requirements, many of them are EAL5+ Common Criteria security-certified, or VISA and MasterCard certified. Common Criteria is a world
standard, government driven design for assessing the level of resistance of systems or devices to all known attacks. It is constantly
updated with all new attacks, and the chips' resistance is reassessed annually. EAL5+ is currently the highest level of resistance in
the secure chip industry. We offer over 50 versions of secure microcontrollers and various supporting secure software solutions:
·
VaultIC - Family of secure microcontrollers delivered with our own embedded firmware, which we
designed to give an unforgeable identity to any connected device, and to provide system integrators with a set of cryptographic APIs (Application
Programming Interface) to protect devices against cyber-attacks, counterfeiting and forgery. VaultIC chips are bundled together with our
software and services platform to serve the IoT market.
·
Nanoseal - New family of secure memory chips specifically designed for digital brand protection
applications.
·
MicroXsafe - Secure microcontrollers delivered with an SDK (Software Development Kit) that allows
our customers to develop their own embedded firmware (also called OS – Operating System). They are designed to protect smart cards,
USB tokens, and electronic systems against cyber-attacks, counterfeiting and forgery.
·
MicroPass - Family of secure microcontrollers certified by VISA and MasterCard. They have been
designed and certified to be integrated into payment cards as well as into wearable devices such as watches, bracelets, and jerseys. They
are compatible with NFC (Near Field Communication) standards, thus capable to interact with NFC enabled devices such as Android or iOS
smartphones.
·
PicoPass - Family of secure memory chips specifically designed for NFC (Near Field Communication)
access control badges.
33
·
VaultiTrust - WISeKey’s VaultiTrust offers two modules: trusted data generation and secure
elements provisioning. VaultiTrust takes advantage of WISeKey’s government grade security certified offerings and end-to-end digital
security management to generate identity keys and efficiently install them into chips. VaultiTrust’s web portal complements the
service by offering an easy way to configure, manage and track production. WISeKey operates FIPS 140-2 Level 3 certified Hardware Security
Modules (HSM) to efficiently generate secure data. These HSM are located in a WISeKey Common Criteria EAL5+ and ISO27001 certified backed
up data center and the HSM can be shared only upon customer’s request. WISeKey also offers a cryptography customization service
whenever needed.
·
WISeTrustBoot - WISeKey's WISeTrustBoot solution, is the first platform-independent "Secure
Boot" and "Secure Firmware Update" solution that combines the strength of a tamper resistant secure elements - VaultIC,
state-of-the-art crypto libraries and strong digital signatures. By storing critical boot information in a VaultIC chip, and cryptographically
embedding this chip into the device's main processor, the carefully designed boot loader of the main processor becomes a stronghold able
to verify the authenticity of the firmware prior to starting up or receive firmware updates. WISeTrustBoot is delivered to our customers
with a powerful toolbox providing application developers the flexibility to tailor it to their specific needs.
·
CertifyID PKI Suite – WISeKey's PKI Suite is branded with the "CertifyID" trademark.
This suite comprises all the products required to: 1) build an enterprise-grade PKI platform that can be used to serve the most vital
needs, and 2) leverage the use of the digital certificates due to software applications to implement digital signatures, authentication
and encryption. The CertifyID Suite is composed of these Products:
o
Universal Registration Authority (URA) - The URA is WISeKey's main application for certificate
management and can be used to build a multi-tenant, multi-purpose certificate management Solution
o
WISignDoc - This product provides a "Document Signature Server" that can be integrated
into the corporate business processes to manage legally-binding digital signatures
o
CertifyID Suite for Microsoft CAS - WISeKey provides series of modules that can enhance the Microsoft
Active Directory Certificate Services to build enterprise-grade PKI systems. WISeKey uses the CertifyID Suite to build its own PKI platform
and operate it from our Secure Datacenter in Switzerland and other locations to provide "Trust Services" like mPKI (managed
PKI).
·
WISeID - WISeKey's WISeID offers secured storage to protect Personally Identifiable Information
(PII). Protecting your PII is important to avoid impersonation and identity theft. The personal data that you save in WISeID always stays
under your control, is encrypted with strong keys, and is never communicated to third parties. WISeID users have the freedom to choose
where their data resides and who is allowed to access it. By decoupling content from the application and digital identity itself, users
are able to use their data as currency and develop digital data dividends-based solutions in the spirit that consumers have a right to
know and control how their data is being used and should be able to monetize their data.
·
WISeAuthentic - WISeKey has been a pioneer in digital luxury product authentication since 2007.
WISeKey's expertise in the design of NFC (Near Field Communication) secure chips combined with its WISeAuthentic platform for the identification,
authentication, tracking and direct marketing of goods, provides customer-tailored solutions for brand protection. WISeAuthentic provides
the link between a physical product and a digital identity to effectively protect them against counterfeiting and create new, unprecedented
channels between brands and their distributors and customers. WISeAuthentic is both an enterprise solution as well as mobile applications
that provide a variety of services and information specifically designed to a particular a stakeholder group. WISeKey has successfully
deployed its WISeAuthentic platform to luxury brands including Bulgari and LVMH's Hublot watches, and believes the WISeAuthentic platform
can successfully be deployed for a large variety of sectors. Our most recent developments enhance our security solution through secure
Blockchain layers.
·
WISePrint – The WISeAuthentic portfolio has been expanded to reduce the risk of fraud and
help printer manufacturers to protect their legitimate cartridges. This solution called WISePrint includes cryptographic hardware modules
and a turnkey high security infrastructure as well as services that help deployment from the manufacturer to the end-user.
34
·
Trust Services, Managed PKI - WISeKey operates, under the WISeKey/OISTE Root, a worldwide-recognized
PKI platform from its secure datacenter in Switzerland. This platform is based in the Certificate Management Solution CertifyID URA (Universal
Registration Authority), and enables WISeKey to provide a full portfolio of "Trust Services", delivering digital certificates
to protect persons, applications and objects. One of the advantages of the URA platform is the capability to build a multi-tenant service
with delegated administrators. This service allows WISeKey to provide a "Managed PKI" service to our customers, that can access
the URA to manage their digital certificates without requiring to deploy any on-premises architecture, as the MPKI service is securely
accessed from the cloud using a web portal or advanced API, that enables certificate management automation. MPKI customers have the ability
to manage multiple certificate types, as for example:
·
Personal Digital Certificates for employees or customers, that enable secure email, document signatures
and others;
·
SSL Certificates, to protect the corporate web and application servers;
·
Device Certificates, to protect IoT applications.
Market Verticals
Industry 4.0 - Industry
4.0 is based on the concept of smart cities and factories where machines are augmented with internet connectivity and connected to a system
that can visualize the entire production chain and make decisions on its own. The trend is towards automation and data exchange in technologies
which include Smart Cities, Smart Meters, Cyber-Physical Systems (CPS), the Industrial IoT (IIOT), cloud computing and cognitive computing.
Industry 4.0 is also referred to as the fourth industrial revolution. Our solutions are ideally suited to meet the needs of the Industry
4.0 market, where connected devices and cloud platforms merge with the goal of automating processes and introducing predictive analytics
that can submit a repair request before a problem occurs, saving valuable down-time that costs manufacturers and suppliers millions in
lost production. Industry 4.0 is fast becoming synonymous for the connectivity trend that is happening inside of smart cities, smart electricity
grids, smart buildings, and any network that connects industrial applications.
Drone Security - Enterprise drones as
all unmanned aerial vehicles (UAVs) are experiencing massive growth across many segments including agriculture, construction, delivery,
and law enforcement. As this growth occurs, the need for security becomes even more prevalent. There are security vulnerabilities through
the entire process with risks not only of the drones being illicitly used but also of the data being highjacked. WISeKey has solutions
to secure not only the drones themselves, but also the controllers, data, communications and even pilots with digital identities.
Healthcare and Medical
Devices – COVID-19 has changed the landscape of healthcare and driven a massive increase in virtual health visits and home testing.
This has continued to exacerbate the need for data privacy and test and health monitoring security. WISeKey has proven technologies already
deployed in the market that provide digital identities for healthcare workers and consumers alike. These digital identities are combined
with device security and data encryption to provide holistic security solutions allowing for home health care and testing to not only
meet the current regulations but go beyond them and future proof the solutions.
Data Privacy - The
protection of the information in general, and the protection of the private personal information of people in particular, is based on
two major paradigms:
·
Information can only be accessed by the authorized parties, as decided by the owner at any moment. This
includes the capability to authenticate who is trying to access the information, and also to avoid eavesdropping during storage or transmission.
·
Information must be authentic, so it cannot be manipulated while stored or transmitted, and there must
be a mechanism to detect if any tampering occurred.
35
WISeKey uses advanced technologies
that ensure the privacy of personal data thanks to the adoption of PKI technology, including:
·
Digital Identity, in the form of a Digital Certificate, to implement strong authentication mechanism,
being able to ensure who can access the information.
·
Strong encryption to protect the data while stored in servers or transmitted over the internet.
·
Legally-binding digital signatures to ensure that the authenticity and integrity of the information
WISeKey's suite of products
and services, including CertifyID and WISeID products enable such capabilities on all environments, including enterprise applications,
desktop solutions, and mobile applications.
Autonomous Safety -
The growing addition of complex technologies in the automotive industry had always as a goal to elevate the levels of safety and comfort
for drivers and passengers. Self-driving cars, intelligent collision detection, advanced entertainment systems, each connected to the
Internet, are just a few to mention. The potential risk of security flaws or errors in these technologies is enormous. Latest reports
go as far as to consider that “given the high level of connectivity, autonomous vehicles are tempting targets for hackers who might
attempt to steal financial data from drivers or even launch high-level terrorist attacks by turning vehicles into weapons”8.
The only possibility to adopt these technologies with a reasonable control of the inherent risks is to adopt and embed security as a fundamental
principle of the design and manufacturing process. Intelligent cars must embed security technologies in all layers where a potential attack
vector exists. All sensors in the cars must interact with the controlling units in a way that both parts can be sure that there is no
room for tampering in the data and commands. One must also control who can access the car components, from the driver to the personnel
at the service shops. WISeKey offers a suite of technologies to enable such levels of security, including:
·
VaultiTrust - WISeKey’s VaultiTrust can be used for trusted data generation and secure elements
provisioning inside of secure automotive manufacturing applications.
·
ISTANA PKI solution: Solution to manage all components in an intelligent car, by means of providing
strong digital identities, based on PKI technology.
Our Competitive Strengths
We believe we have several
competitive advantages that will enable us to defend and extend our market position in automation, digital identification and IoT security.
Our key competitive strengths include:
·
Cybersecure Knowledge Automation - Business process automation is not a new market, but
the WISeKey offer is changing the landscape and revolutionizing the opportunity for process automation with a new and comprehensively
secure automation platform. This allows for end-to-end automation provided via the cloud which opens signtifiantly more opportunity. In
addition, the fact that all of the data and inputs are secured enables for automation to be accomplished with less data because data uncertainty
is removed from the equation. This is transformational and empowers business process automation to be fully digitized.
·
Unified Cybersecurity Platform - On the surface it may seem easy to look at WISeKey's secure
semiconductor offerings and to compare us to other traditional semiconductor companies like NXP, Microchip, or ST Microelectronics or,
or considering our experience in Root of Trust and PKI services, compare us to Certificate Authorities (CA) like Digicert, Comodo, or
Globalsign. The key to our success is the fact that we are the first company of our scale to combine both offerings into a single platform.
__________________________________
8 IEEE Innovation at work, ‘Six Ways to Protect Against Autonomous Vehicle
Cyber Attacks’, IEEE Innovationatwork.
36
The term "one-stop-shop"
may seem a bit cliché but in this case it's a perfect description of our capabilities. In the end, your security ecosystem must
be solid across the full spectrum. There are three distinct advantages to building a connected security scheme from the products delivered
by one vendor: First, one does not have to hire or pay for the security expertise to make sure that each different component will work
with the next element; second, time to market is critical in the IoT space and qualifying multiple vendors and negotiating contracts takes
up time where a manufacturer's product could be selling instead of waiting to be built; third, if a security issue needs to be addressed
only one vendor needs to be engaged to resolve the issues as quickly as possible.
·
Swiss-based RoT - Swiss neutrality, security and privacy laws allow us to operate as the
trusted operator of the OISTE Global RoT and without geo-political or governmental constraints. The OISTE RoT is located in Switzerland
and is managed by a not-for-profit entity, OISTE. The OISTE RoT serves as a common trust anchor, recognized by operating systems and IoT
applications to ensure the authenticity, confidentiality, and integrity of online identities and transactions. We believe these features
are important in creating business opportunities with various governments, international bodies, and industrial companies that are wary
of foreign government oversight intervention and centralization of data on servers outside of their respective jurisdictions.
·
Global Interoperability - We offer solutions on a global scale that are capable of adapting
to complex and country-specific rules and regulations. We operate our RoT within the EU and India, and expect to operate RoT in the United
States and China. Our RoT satisfies national cybersecurity requirements and is backed by globally recognized security credentials, allowing
us to deploy our trusted platforms on a global scale while adapting to country-specific security regulatory bodies.
Our Growth Strategies
Our mission is to build trust
through the delivery of integrated security solutions. This is a broad reaching goal that requires a well-thought-out strategy to accomplish
it. The key elements of our growth strategy include:
·
Direct Sales and Expansion within our Existing Customer Base - Our existing customer base
provides a significant opportunity to drive incremental sales. We plan to increasingly market our cybersecurity software and ROT offerings
to our customers. We currently have a growing number of customers using multiple components of our portfolio and believe helping our current
customers identify gaps in their strategies will drive significant cross selling opportunities and increase our product deployment. In
addition, we are investing in our Sales and Marketing to increase our ability to address new customers and opportunities in a direct sales
model.
·
Acquiring New Customers through an OEM approach - Leveraging the expertise of others is
always a smart way to approach the market. What is more valuable is being able to offer others, OEMs and Systems Integrators, to expand
their own business models and approach by leveraging our cybersecurity portfolio. This empowers them to customize their approach to the
market and support that with a platform they can build upon. This, in turn, enables WISeKey to address new markets and niche plays that
otherwise might not be realized.
·
Expand our Geographic Coverage - We operate in a large, growing market and there are substantial
opportunities to expand our geographic coverage and client base. We plan to expand our global footprint outside of the areas where we
currently operate. Our Swiss affiliation allows us to penetrate markets that have been traditionally difficult for our competitors and
other security vendors, including China. In recent years we entered into the Indian market and expanded our operations in France, Taiwan,
Japan, the United States and Germany. We specifically want to focus on continued expansion in the United States, which is a very underpenetrated
foreign market for the Company.
·
Selectively Pursue Strategic Transactions - We will continue to proactively explore and
pursue selective acquisitions to help drive our growth and complement our product offerings, expand the functionality of our security
solutions, acquire technology or talent, or bolster our leadership position by gaining access to new customers or markets. Acquisitions
remain core to our strategy and we continue to monitor an active pipeline of opportunities.
37
C.
Organizational Structure
We are the holding company
of the WISeKey Group.
The chart below contains
a summary of our organizational structure and sets out our subsidiaries, associated companies and joint ventures as at December 31, 2021.
Although not all of our subsidiaries are wholly-owned, all of them are assessed as being under our control.
As at December 31, 2021, our
main operating subsidiaries were WISeKey Semiconductors SAS, domiciled in France, arago GmbH, domiciled in Germany, and WISeKey SA, domiciled
in Switzerland:
Company Name
Country of Incorporation
Percentage Ownership
as at December 31, 2021
WISeKey SA
Switzerland
95.75%
WISeKey Semiconductors SAS
France
100%
Arago GmbH
Germany
51%
D.
Property, Plant, and Equipment
Our corporate headquarters
are located in Geneva, Switzerland. The principal office for our Swiss and international operations, which is also our registered office,
is located in Zug, Switzerland.
As of December 31, 2021, the
net book values of tangible fixed assets were as follows:
As at December 31, 2021
Asset category
Net book value
(USD millions)
Machinery & equipment
0.3
Office equipment and furniture
0.3
Total tangible fixed assets
0.6
38
We do not own any facility
and our group companies have entered into lease arrangements for the premises in which they operate. The following table sets forth our
most significant facilities as at December 31, 2021:
Location
Size of Site
(in m2)
Use of the Property
Meyreuil, France
1,498*
Research & development, sales & marketing, administration.
Geneva, Switzerland
854*
Head office administration, sales & marketing and data center.
* excluding parking spaces
Item 4A.
Unresolved Staff Comments
Not applicable.
Item 5.
Operating and Financial Review and Prospects
The following discussion
of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements
and their related notes included in this annual report on Form 20-F.
Certain information included
in this discussion and analysis includes forward-looking statements that are subject to risks and uncertainties, and which may cause actual
results to differ materially from those expressed or implied by such forward-looking statements. For further information on important
factors that could cause our actual results to differ materially from the results described in the forward-looking statements contained
in this discussion and analysis, see "Special Note Regarding Forward-Looking Statements" and "Item 3D. Risk Factors".
A.
Operating Results
Company Overview
We are a Swiss cybersecurity
company focused on delivering integrated security solutions globally. With over two decades of experience in the digital security market,
we integrate our secure semiconductors, cybersecurity software, and a globally recognized Root of Trust (RoT) into leading-edge products
and services that protect users, devices, data and transactions in the connected world.
Basis of presentation
We prepare our financial statements
in accordance with US GAAP. Our reporting currency is the U.S. Dollar ("USD").
Our critical accounting policies
are described in Note 4.
Discontinued Operations relating to WISeKey
(Bermuda) Holding Ltd and affiliates (QuoVadis Group)
On December 21, 2018 the Group
signed a sale and purchase agreement (the "SPA") to sell WISeKey (Bermuda) Holding Ltd, a Bermuda based company, and its affiliates
to Digicert Inc. The sale was completed in the first quarter of 2019. The group subsidiaries making up the QuoVadis Group in scope for
the sale were WISeKey (Bermuda) Holding Ltd, QuoVadis Trustlink Schweiz AG, WISeKey (UK) Ltd, QuoVadis Trustlink BVBA, QuoVadis Trustlink
BV, QV BE BV, QuoVadis Trustlink GmbH, QuoVadis Services Ltd, and QuoVadis Ltd.
39
WISeKey Consolidated Financial Statements
for the Year Ended December 31, 2019
The sale of WISeKey (Bermuda)
Holding Ltd and its affiliates was completed on January 16, 2019, when all entities except QuoVadis Services Ltd were transferred to Digicert
Inc. The transfer of ownership of QuoVadis Services Ltd was conditional on receiving the consent from the Regulatory Authority in Bermuda
(the "RAB Consent") to the change in ultimate beneficial ownership of QuoVadis Services Ltd, being the entity holding the Communications
Operating Licence in Bermuda. The RAB Consent was obtained in February 2019 and the transfer of ownership of QuoVadis Services Ltd from
WISeKey to Digicert Inc. was effective on February 28, 2019. We assessed the SPA under ASC 810-10-40-6 and concluded that the terms and
conditions of the SPA met the definition to account for the sale as a single transaction effective on January 16, 2019.
We assessed the SPA under
ASC 205 and concluded that, for the period January 01, 2019 to January 16, 2019, the operation met the requirement to be classified as
held for sale and as such qualifies as a discontinued operation. The Group elected to allocate interest to discontinued operations in
accordance with ASC 205-20-45-6 to 205-20-45-8. The allocation method is detailed in Note 28.
In line with ASC 205-20-45-3A,
we reported the results of the discontinued operations as a separate component of income. The divested assets and liabilities were deconsolidated
from February 28, 2019 for QuoVadis Services Ltd, and from January 16, 2019 for all other entities.
The gain from divestiture
recorded in the year to December 31, 2019 is shown as a separate line within discontinued operations in the income statement.
Acquisition of arago
On February 1, 2021, the Company
acquired arago GmbH, a private German company, and its affiliates (together, “arago” or the “arago Group”). arago
is a leader in artificial intelligence automation. arago aims to provide the benefits of artificial intelligence to enterprise customers
globally through knowledge automation. arago uses modern technologies such as inference and machine learning in order to automatically
operate the entire IT stack – from heterogeneous environments to individual applications.
WISeKey Consolidated Financial Statements
for the Year Ended December 31, 2021
The acquisition of arago was
completed on February 1, 2021. The assets, liabilities and results of arago have been consolidated in the Group’s financial statements
from the acquisition date of February 1, 2021.
Factors affecting our results of operations
Although most of our IoT segment
customers are recurring customers, it is not industry practice to work with long-term contracts. Therefore, most of our IoT customers
have signed a framework agreement with us but are not committed to certain volumes over a period of time. This introduces a level of uncertainty
on the level of revenue generated from recurring customers in the IoT segment.
The IoT segment results are
also dependent on the supply chain. Any factor affecting the availability of material or component, and/or the production capacity of
our suppliers will impact our ability to deliver on customer orders. For instance, after the start of the COVID-19 pandemic, the semiconductor
industry suffered from significant shortages of material which means that some customer orders placed in 2021 could only be delivered
in 2022, and some customer orders placed in 2022 will only be delivered in 2023. We are in constant discussions with our suppliers to
increase production capacity to meet our customer orders, but the supply chain variables can limit the revenue potential in a given year
as some order deliveries have to be schedule in future fiscal years.
Finally, also in our IoT segment,
as microelectronics technology evolves, customers look for added functionalities, and competitors in the semiconductors industry develop
new products, sales of a given product typically decrease over time as the next-generation semiconductors are introduced. In order to
sustain revenue, IoT companies must be able to develop or otherwise acquire the rights to develop or market new products with additional
or innovative security and application features. See Item 4. B. Business Overview for information regarding our technology and
product developments.
Operating Segments
Since the acquisition of WISeKey
Semiconductors SAS in 2016 and of a 51% controlling interest in arago GmbH in 2021, we organize our business into three operating
segments: the IoT segment, which is centered on our family of secure microcontrollers designed to give an unforgeable identity to any
connected device, the AI segment which encompasses the AI automation services acquired with arago GmbH, and the mPKI segment, for managed
Public Key Infrastructure, which encompasses our digital identity, certificate management and signing solutions, and trust services.
40
Geographic Information
Our operations are global
in scope and we generate revenue from selling our products and services across various regions. While our operations in Europe have historically
contributed the largest portion of our revenues, our efforts to expand in the United States have increased the revenue generated from
North America.
Our total revenue by geographic
region for the fiscal years ended December 31, 2021, December 31, 2020 and December 31, 2019 is set forth in the following table:
12 months ended December 31,
2021
2020
2019
Net Sales by region
USD'000
%
USD'000
%
USD'000
%
Switzerland
1,272
6%
592
4%
2,137
9%
Rest of EMEA*
7,702
35%
4,321
29%
8,046
36%
North America
11,148
50%
8,260
56%
9,691
43%
Asia Pacific
2,062
9%
1,526
10%
2,504
11%
Latin America
74
0%
80
1%
274
1%
Total Net sales from continuing operations
22,258
100%
14,779
100%
22,652
100%
*EMEA means Europe, Middle East and Africa
41
Financial year ended December 31, 2021 compared
with financial year ended December 31, 2020
12 months ended December 31,
12 months ended December 31,
Year-on-Year Variance
USD'000
2021
2020
Net sales
22,258
14,779
51
%
Cost of sales
(12,869
)
(8,578
)
50
%
Depreciation of productions assets
(301
)
(736
)
-59
%
Gross profit
9,088
5,465
66
%
Other operating income
183
43
326
%
Research & development expenses
(7,007
)
(6,012
)
17
%
Selling & marketing expenses
(10,226
)
(7,355
)
39
%
General & administrative expenses
(18,726
)
(10,673
)
75
%
Total operating expenses
(35,776
)
(23,997
)
49
%
Operating income / (loss)
(26,688
)
(18,532
)
44
%
Non-operating income
8,716
1,127
673
%
Debt conversion expense
(325
)
—
100
%
Gain / (loss) on derivative liability
44
-100
%
Interest and amortization of debt discount
(1,057
)
(458
)
131
%
Non-operating expenses
(4,833
)
(11,079
)
-56
%
Income / (loss) from continuing operations before income tax expense
(24,187
)
(28,898
)
-16
%
Income tax (expense)/recovery
93
(9
)
-1133
%
Income/ (loss) from continuing operations, net
(24,094
)
(28,907
)
-17
%
Net income / (loss)
(24,094
)
(28,907
)
-17
%
Less: Net income / (loss) attributable to noncontrolling interests
(3,754
)
(248
)
1414
%
Net income / (loss) attributable to WISeKey International Holding AG
(20,340
)
(28,659
)
-29
%
42
Revenue
Our total revenue for the
year ended December 31, 2021, increased by USD 7.5 million or 51% from prior period.
The two main growth drivers
are:
·
The acquisition of a 51% interest in arago and the consolidation of arago’s revenue from February
1, 2021, which added USD 4.6 million in AI revenue, and
·
Our IoT revenue increased by 18% year on year as the world economy started to recover from the global
freeze generated by the succession of (i) the political and trading tensions between the U.S. and China, and the rising threat of protectionism
and vulnerabilities in emerging markets, which affected all IoT and microprocessors companies by delaying their investment decisions because
of the threat over their supply chain, followed by (ii) the COVID-19 pandemic which upended the global economy and disrupted worldwide
supply chains, causing significant shortages in microprocessors component. Even though our IoT revenue is growing, it is still impaired
by the effects of the shortages and long lead-times. We continue negotiating with our suppliers to shorten our delivery times to customers.
The table below shows the
breakdown of our revenue by operating segment for the years ended December 31, 2021 and December 31, 2020.
12 months ended December 31,
12 months ended December 31,
Year-on-Year
USD'000
2021
2020
Variance
IoT segment revenue from external customers
16,867
14,317
18
%
mPKI segment revenue from external customers
779
462
69
%
AI segment revenue from external customers
4,612
—
n/a
Total revenue
22,258
14,779
51
%
Gross Profit
Our gross profit increased
by USD 3.6 million to USD 9.1 million (gross margin of 41%) in the year ended December 31, 2021 in comparison with a gross
profit of USD 5.5 million (gross margin of 37%) in the year ended December 31, 2020. Most of the increase in gross profit
is the direct result of the increase in revenue year-on-year.
We note that the shortages
in semiconductor components over the last two years has led to an increase in purchasing costs. However, WISeKey’s strong working
relationships with its customers has allowed us to build these increases into our prices. We have therefore not suffered any decrease
in gross profit margin in relation to the supply chain issues and are not anticipating any significant impact on future gross profit.
Other operating income
In 2021, the main components
of our other operating income consisted of recharges for the use of our premises by OISTE (see Note 42 of our consolidated financial statement
as at December 31, 2021) for USD 70,626 and the release of a provision against our research tax credit in France for USD 74,000.
In 2020, our other operating income consisted of recharges for the use of our premises by OISTE for USD 43,000.
We do not have recurring other
operating income that contributes to our profit.
43
Research & development expenses
Our research and development
("R&D") expenses includes expenses related to the research of new technology, products and applications, as well as their
development and proof of concept, and the development of further application for our existing products and technology. They include salaries,
bonuses, pension costs, stock-based compensation, depreciation and amortization of capitalized assets, costs of material and equipment
that do not meet the criteria for capitalization, as well as any tax credit relating to R&D activities, among others.
Our R&D expenses increased
by USD 1.0 million between 2020 and 2021 and includes a non-cash, stock-based compensation expense of USD 0.5 million.
Although we have refocused our R&D efforts, it remains a large part of our operating expenses with USD 5.1 million net of
a stock-based compensation spent in the year ended December 31, 2021, representing 15% of total operating expenses net of stock-based
compensation. Our Group being technology-driven, the level of our R&D expenses reflects our engagement to act as a leader in new cybersecurity
developments and future applications.
Research tax credits are provided
by the French government to give incentives for companies to perform technical and scientific research. Our subsidiary WISeKey Semiconductors
is eligible to receive such tax credits. The credit is deductible from the entity's income tax charge for the year or payable in cash
the following year, whichever event occurs first.
Selling & marketing expenses
Our selling & marketing
("S&M") expenses include advertising and sales promotion expenses such as salaries, bonuses, pension costs, stock-based
compensation, business development consultancy services, and costs of supporting material and equipment that do not meet the criteria
for capitalization, among others.
Our S&M expenses of USD 10.2 million
for the year ended December 31, 2021 included a non-cash, stock-based compensation expense of USD 0.8 million. With
a total of USD 9.4 million net of stock-based compensation, our S&M expenses increased by USD 2.3 million in comparison
with our 2020 S&M expenses of USD 7.1 million net of stock-based compensation. This increase reflects our continued efforts
to build a stronger sales force, with an increased presence in the U.S., to support our revenue growth.
General & administrative expenses
Our general & administrative
("G&A") expenses cover all other charges necessary to run our operations and supporting functions, and include salaries,
bonuses, pension costs, stock-based compensation, lease and building costs, insurance, legal, professional, accounting and auditing fees,
depreciation and amortization of capitalized assets, and costs of supporting material and equipment that do not meet the criteria for
capitalization, among others.
Our G&A expenses of USD 18.7 million
for the year ended December 31, 2021 included a non-cash, stock-based compensation expense of USD 2.5 million. Net
of stock-based compensation, our G&A expenses of USD 16.2 million has increased by USD 5.7 million in comparison
with the USD 10.5 million G&A expense net of stock-based compensation for the year ended December 31, 2020. Most
of the increase relates to the acquisition of arago GmbH which added USD 6.5 million G&A expenses to the Group. In addition
to its normal operating expenses level, arago incurred additional legal and accounting expenses derived from the effects of the transaction,
as well as additional investment for the refocus and streamlining of the business which are expected to generate savings in future periods.
Operating loss
Our operating loss for the
year ended December 31, 2021 increased by USD 8.2 million compared with 2020. This is mostly attributable to an increase of our non-cash,
stock-based compensation expense by USD 3.4 million and the consolidation of the loss-making arago business from February 1,
2021.
44
Non-operating income and expenses
The net balance of our non-operating
activities in the year ended December 31, 2021 was an income of USD 2.5 million, which represents a USD 12.9 million decrease
in non-operating costs compared with 2020 and its USD 10.4 million net expenses from non-operating activities.
This change from a net expense
position to a net income balance is mainly due to the following factors:
·
A non-recurring non-operating impairment charge of USD 7 million in the year ended December 31, 2020.
·
A non-operating income of USD 5.6 million in relation to the acquisition of arago - in line
with ASC 320-10-40-2, upon acquiring arago on February 1, 2021 (see Note 15 of our consolidated financial statement as at December 31, 2021),
the unrealized gain of USD 7,349,602 at historical rate from the fair value adjustments of the arago Third Convertible Loan recorded in
other comprehensive income up to the date of acquisition was reversed into other non-operating income (see Note 11 of our consolidated
financial statement as at December 31, 2021). Additionally, the CHF 1.6 million (USD 1,796,155 at historical
rate) cash paid for the acquisition of arago after the acquisition date was recorded as a deduction to other non-operating income because
this amount was already included in the fair value of the arago Third Convertible Loan. As a result, a net income of USD 5,553,447
at historical rate was recorded in non-operating income in relation to fair value adjustment on the Third Convertible Loan as a result
of the acquisition of a 51% interest in arago.
·
A net foreign exchange gain of USD 0.1 million in the year ended December 31, 2021,
compared with a net foreign exchange loss of USD 1.4 million in 2020, hence a net decrease in expenses of USD 1.5 million.
·
An interest expense increased by USD 0.7 million in 2021 compared with 2020 because of the new,
interest-bearing L1 Facility and Anson Facility, and the consolidation of the arago’s liabilities which include a loan with Harbert
European Specialty Lending Company II S.à r.l. entered into by arago in 2018.
·
An increase in our interest and amortization of debt discount by USD 0.6 million from USD 0.5 million
in the year ended December 31, 2020 to USD 1.1 million in 2021 in relation to the accounting of the GTO, L1 and Anson
Facilities.
Our Company regularly enters
into loan and convertible loan agreements to finance its operations.
Net income / (loss)
As a result of the above factors,
the net loss from continuing operations decreased by 17%, or USD 4.8 million, from USD 28.9 million in the year ended
December 31, 2020 to USD 24.1 million in the year ended December 31, 2021.
Non-GAAP Performance Measures
In addition to our reported
financial results prepared under US GAAP, we also prepare and disclose EBITDA and Adjusted EBITDA, which are measures not prepared in
accordance with US GAAP. We present EBITDA and Adjusted EBITDA because we believe that these measures are useful to investors as they
are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We
further believe that Adjusted EBITDA is helpful to investors in identifying trends in our business that could otherwise be obscured by
certain items unrelated to ongoing operations because they are highly variable, difficult to predict, may substantially impact our results
of operations and may limit the ability to evaluate our performance from one period to another on a consistent basis.
The usefulness of EBITDA and
Adjusted EBITDA to investors has limitations including, but not limited to, (i) they may not be comparable to similarly titled measures
used by other companies, including those in our industry, (ii) they exclude financial information and events, such as the effects of an
acquisition or amortization of intangible assets, or of stock-based compensation, that some may consider important in evaluating our performance,
value or prospects for the future, (iii) they exclude items or types of items that may continue to occur from period to period in the
future and (iv) they may not exclude all items, which could increase or decrease these measures, which investors may consider to be unrelated
to our long-term operations, such as the results of businesses divested during a period. These non-GAAP measures should not be considered
in isolation and are not, and should not be viewed as, substitutes for income, net profit for the year or any other measure of performances
presented in accordance with US GAAP. We encourage investors to review our historical financial statements in their entirety and caution
investors to use US GAAP measures as the primary means of evaluating our performance, value and prospects for the future, and EBITDA and
Adjusted EBITDA as supplemental measures.
45
EBITDA and Adjusted EBITDA
We define EBITDA as operating
income/loss before income tax expenses, depreciation and amortization including any purchase accounting ("PPA") effects when
applicable, and net interest expense.
We define Adjusted EBITDA
as EBITDA further adjusted to exclude non-cash expenses such as stock-based compensation and equity settlements, and other items that
management believes are unrelated to our core operations such as non-recurring legal and professional expenses related to our merger and
acquisition activities.
The following table provides
a reconciliation from operating loss to EBITDA and Adjusted EBITDA for the years ended December 31, 2021 and December 31, 2020.
12 months ended December 31,
(Million USD)
2021
2020
Operating loss as reported
(26.7
)
(18.5
)
Non-GAAP adjustments:
Depreciation expense
0.5
1.0
Amortization expense on intangibles
0.5
0.6
EBITDA
(25.7
)
(16.9
)
Non-GAAP adjustments:
Stock-based compensation
3.8
0.4
M&A-related legal fees
0.9
0.5
Expenses settled in equity
0.1
—
M&A-related professional fees
—
0.1
Listing-related professional fees
0.1
0.1
Adjusted EBITDA
(20.8
)
(15.8
)
46
Financial year ended December 31, 2020 compared
with financial year ended December 31, 2019
12 months ended December 31,
12 months ended December 31,
Year-on-Year Variance
USD'000
2020
2019
Net sales
14,779
22,652
-35
%
Cost of sales
(8,578
)
(13,196
)
-33
%
Depreciation of production assets
(736
)
(325
)
126
%
Gross profit
5,465
9,456
-42
%
Other operating income
43
180
-76
%
Research & development expenses
(6,012
)
(6,422
)
-6
%
Selling & marketing expenses
(7,355
)
(7,929
)
-7
%
General & administrative expenses
(10,673
)
(15,789
)
-32
%
Total operating expenses
(23,997
)
(29,960
)
-20
%
Operating income / (loss)
(18,532
)
(20,504
)
-10
%
Non-operating income
1,127
1,918
-41
%
Gain / (loss) on derivative liability
44
214
-79
%
Gain / (loss) on debt extinguishment
—
(233
)
-100
%
Interest and amortization of debt discount
(458
)
(742
)
-38
%
Non-operating expenses
(11,079
)
(3,670
)
23
%
Income / (loss) from continuing operations before income tax expense
(28,898
)
(23,017
)
-3
%
Income tax (expense)/recovery
(9
)
(13
)
-31
%
Income/ (loss) from continuing operations, net
(28,907
)
(23,030
)
-3
%
Discontinued operations:
Net sales from discontinued operations
—
1,934
-100
%
Cost of sales from discontinued operations
—
(791
)
-100
%
Total operating and non-operating expenses from discontinued operations
—
(1,801
)
-100
%
Income tax (expense)/recovery from discontinued operations
—
42
-100
%
Gain on disposal of a business, net of tax on disposal
—
31,100
-100
%
Income / (loss) on discontinued operations
—
30,484
-100
%
Net income / (loss)
(28,907
)
7,454
-400
%
Less: Net income / (loss) attributable to noncontrolling interests
(248
)
(733
)
-66
%
Net income / (loss) attributable to WISeKey International Holding AG
(28,659
)
8,187
-370
%
Revenue
Our total revenue for the
year ended December 31, 2020 decreased by USD 7.9 million or 35% from prior period. The two main macro-economic factors behind this
decrease are: the political and trading tensions between the U.S. and China, and the rising threat of protectionism and vulnerabilities
in emerging markets, which continue to affect all IoT and microprocessors companies by delaying their investment decisions because of
the threat over their supply chain, and the fact that the COVID-19 pandemic has upended the global economy and disrupted worldwide supply
chains, causing significant near-term market uncertainty (according to the Semiconductors Industry Association (“SIA”), 2020
State of the U.S. Semiconductor Industry).
47
In relation to our mPKI segment,
the uncertainty brought on by the COVID-19 pandemic has led some of our customers to halt authentication programs, and not maintain their
commitment level to WISeKey.
The table below shows the
breakdown of our revenue by operating segment for the years ended December 31, 2020 and December 31, 2019.
12 months ended December 31,
12 months ended December 31,
Year-on-Year
USD'000
2020
2019
Variance
IoT segment revenue from external customers
14,317
20,504
-30
%
mPKI segment revenue from external customers
462
2,148
-78
%
Total IoT segment revenue
14,779
22,652
-35
%
Gross Profit
Our gross profit decreased
by USD 4.0 million to USD 5.5 million (gross margin of 37%) in the year ended December 31, 2020 in comparison with a gross
profit of USD 9.5 million (gross margin of 42%) in the year ended December 31, 2019. Most of the decrease in gross profit
is the direct result of the decrease in revenue year-on-year. Due to the long manufacturing cycle of our IoT activity, and in order to
reduce the lead time to our customers, we start the manufacturing cycle early. However, with the downturn and uncertainties in the global
economy, some customers reduced their order volumes in 2020 on a very short notice, which did not allow us to adapt our manufacturing
cycle and adversely impacted our gross profit margin. As an illustration, a total obsolescence charge of USD 1.0 million was recorded
in the income statement in the year ended December 31, 2020 (compared to USD 335,667 in the year ended December 31, 2019)
although the effect was reduced by the utilization of a provision for obsolescence of USD 622,335.
To a lesser extent, our gross
profit was also adversely impacted by the introduction costs of the new Nanoseal product family in our IoT segment.
Other operating income
In 2020 our other operating
income consisted of recharges for the use of our premises by OISTE (see Note 39 of our consolidated financial statement as at December
31, 2020) for USD 43,000. In 2019 our other operating income consisted of recharges for the use of our premises by OISTE (see Note
39 of our consolidated financial statement as at December 31, 2019) for USD 140,000 and a gain on the liquidation of our subsidiaries
WISeKey Italia s.r.l and WISeKey Singapore Pte Ltd. for USD 40,000.
We do not have recurring other
operating income that contributes to our profit.
Research & development expenses
Our research and development
("R&D") expenses includes expenses related to the research of new technology, products and applications, as well as their
development and proof of concept, and the development of further application for our existing products and technology. They include salaries,
bonuses, pension costs, stock-based compensation, depreciation and amortization of capitalized assets, costs of material and equipment
that do not meet the criteria for capitalization, as well as any tax credit relating to R&D activities, among others.
48
Our R&D expenses represented
respectively 25% of total operating expenses in 2020 and 21% in 2019. Our Group being technology-driven, the level of our R&D expenses
reflects our engagement to act as a leader on new cybersecurity developments and future applications, despite a reduction of our total
operating expenses by USD 6.0 million.
Research tax credits are provided
by the French government to give incentives for companies to perform technical and scientific research. Our subsidiary WISeCoin R&D
Lab is eligible to receive such tax credits. The credit is deductible from the entity's income tax charge for the year or payable in cash
the following year, whichever event occurs first.
Selling & marketing expenses
Our selling & marketing
("S&M") expenses include advertising and sales promotion expenses such as salaries, bonuses, pension costs, stock-based
compensation, business development consultancy services, and costs of supporting material and equipment that do not meet the criteria
for capitalization, among others.
Our S&M expenses accounted
for 31% of our total operating expenses in 2020 compared with 26% in 2019. This reflects our efforts to rebuild our sales team following
the divestiture of WISeKey (Bermuda) Holding Ltd and its affiliates in 2018. In order to support future revenue, we intend to continue
investing in our sales & marketing activities.
General & administrative expenses
Our general & administrative
("G&A") expenses cover all other charges necessary to run our operations and supporting functions, and include salaries,
bonuses, pension costs, stock-based compensation, lease and building costs, insurance, legal, professional, accounting and auditing fees,
depreciation and amortization of capitalized assets, and costs of supporting material and equipment that do not meet the criteria for
capitalization, among others.
Our G&A expenses decreased
by 32% or USD 5.1 million in 2020 compared with 2019 and represented 44% of total operating expenses in 2020 compared with 53% in
2019. This decrease is the translation of our efforts to improve our group cost structure. It is also partly due to a reduction of USD 3.2
million in stock-based compensation year-on-year following the grant of ESOP options in 2019 to our employees in recognition for past
services to our Company.
Operating loss
Our operating loss for the
year ended December 31, 2020 decreased by USD 2.0 million compared with 2019, which shows that the USD 6.0 million reduction
in operating expenses more than compensated for the USD 4.0 million decrease in gross profit. Although we are planning to continue
investing in R&D and are also expecting to increase our S&M expenses in future as we strengthen our sales team, the Company keeps
its focus on trying to rationalize its cost structure.
Non-operating income and expenses
The net expense resulting
from income and expenses of our non-operating activities increased by USD 7.1 million in 2020 compared with 2019.
This is mainly due to an increase
of non-operating expenses year-on-year by USD 7.4 million and a decrease of non-operating income year-on-year by USD 0.8 million.
The primary factor affecting our non-operating activities in 2020 was the full impairment of our Tarmin warrant which had a carrying value
of USD7.0 million (see Note 19 of our consolidated financial statement as at December 31, 2020).
Conversely, we recorded a
decrease in expenses in relation to our financing facilities by USD 0.3 million in 2020 compared with 2019 (derivative
liability, debt extinguishment, and interest and amortization of debt discount). In 2020, the Company entered into new financing instruments
(see Note 25) without incurring any debt extinguishment expenses (compared to a debt extinguishment expense of USD 0.2 million
in 2019). Our interest and amortization of debt discount expense in the year to December 31, 2020 was USD 0.5 million compared
with USD 0.7 million in 2019. This decrease was mainly attributable to the fact that most conversions under our convertible
facilities occurred long before maturity, which resulted in the corresponding unamortized debt discounts being recorded in Additional
Paid-In Capital ("APIC") instead of amortized in the income statement.
49
Our Company regularly enters
into loan and convertible loan agreements to finance its operations.
Net loss from continuing operations
As a result of the above factors,
the net loss from continuing operations increased by 26%, or USD 5.9 million, from USD 23.0 million in the year ended December
31, 2019 to USD 28.9 million in the year ended December 31, 2020.
Net income
In the year ended December
31, 2020, the Company made a net loss of USD 28.9 million.
With a non-recurring USD 31.1
million gain from divestiture included in the income on discontinued operations in the income statement in the year ended December 31,
2019, we reached a net income position of USD 7.5 million in 2019.
Non-GAAP Performance Measures
In addition to our reported
financial results prepared under US GAAP, we also prepare and disclose EBITDA and Adjusted EBITDA, which are measures not prepared in
accordance with US GAAP. We present EBITDA and Adjusted EBITDA because we believe that these measures are useful to investors as they
are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We
further believe that Adjusted EBITDA is helpful to investors in identifying trends in our business that could otherwise be obscured by
certain items unrelated to ongoing operations because they are highly variable, difficult to predict, may substantially impact our results
of operations and may limit the ability to evaluate our performance from one period to another on a consistent basis.
The usefulness of EBITDA and
Adjusted EBITDA to investors has limitations including, but not limited to, (i) they may not be comparable to similarly titled measures
used by other companies, including those in our industry, (ii) they exclude financial information and events, such as the effects of an
acquisition or amortization of intangible assets, or of stock-based compensation, that some may consider important in evaluating our performance,
value or prospects for the future, (iii) they exclude items or types of items that may continue to occur from period to period in the
future and (iv) they may not exclude all items, which could increase or decrease these measures, which investors may consider to be unrelated
to our long-term operations, such as the results of businesses divested during a period. These non-GAAP measures should not be considered
in isolation and are not, and should not be viewed as, substitutes for income, net profit for the year or any other measure of performances
presented in accordance with US GAAP. We encourage investors to review our historical financial statements in their entirety and caution
investors to use US GAAP measures as the primary means of evaluating our performance, value and prospects for the future, and EBITDA and
Adjusted EBITDA as supplemental measures.
EBITDA and Adjusted EBITDA
We define EBITDA as operating
income/loss before income tax expenses, depreciation and amortization including any purchase accounting ("PPA") effects when
applicable, and net interest expense.
We define Adjusted EBITDA
as EBITDA further adjusted to exclude non-cash expenses such as stock-based compensation and equity settlements, and other items that
management believes are unrelated to our core operations such as non-recurring legal and professional expenses related to our merger and
acquisition activities.
50
The following table provides
a reconciliation from operating loss to EBITDA and Adjusted EBITDA for the years ended December 31, 2020 and December 31, 2019.
12 months ended December 31,
(Million USD)
2020
2019
Operating loss as reported
(18.5
)
(20.5
)
Non-GAAP adjustments from continuing operations:
Depreciation expense from continuing operations
1.0
0.8
Amortization expense on intangibles from continuing operations
0.6
0.5
EBITDA
(16.9
)
(19.2
)
Non-GAAP adjustments from continuing operations:
Stock-based compensation
0.4
5.4
M&A-related legal fees
0.5
1.0
M&A-related professional fees
0.1
—
Listing-related professional fees
0.1
0.2
Adjusted EBITDA
(15.8
)
(12.6
)
51
Factors affecting our income tax expenses
and recovery
For the financial years 2021,
2020 and 2019, income tax at the Swiss statutory rate compared to the Group's income tax expenses as reported is as per table below.
Income taxes at the Swiss statutory rate
As at December 31,
As at December 31,
As at December 31,
USD'000
2021
2020
2019
Net income/(loss) from continuing operations before income tax
(24,187
)
(28,898
)
(23,017
)
Statutory tax rate
14
%
14
%
24
%
Expected income tax (expense)/recovery
3,384
4,043
5,524
Income tax (expense)/recovery
93
(9
)
(13
)
Change in valuation allowance
(24,710
)
(631
)
(2,129
)
Permanent Difference
(92
)
(1
)
0
Change in expiration of tax loss carryforwards
21,418
(3,411
)
(3,395
)
Income tax (expense) / recovery
93
(9
)
(13
)
As at December 31, 2021 and
2020, our net deferred tax balance was reconciled as follows:
Deferred tax assets and liabilities
As at December 31,
As at December 31,
USD'000
2021
2020
Stock-based compensation
92
1
Defined benefit accrual
748
1,089
Tax loss carry-forwards
36,859
12,655
Deferred Income tax liability
(2,900
)
—
Deferred tax liability on change in unrealized gains related to available-for-sale debt securities
—
(753
)
Valuation allowance
(37,699
)
(12,989
)
Deferred tax assets / (liabilities)
(2,900
)
3
The valuation allowance corresponds
to the amount of deferred tax that, based on our accounting assessment under applicable standards, should not be recognized as assets
in our balance sheet. For the calculation of the valuation allowance, management has considered the extent to which realization of the
tax assets is probable for group entities that are or have been in a loss-making position during the last three financial years.
In 2021, the valuation allowance
increased by USD 24.7 million is mostly attributable to the increase in tax loss carry-forwards by USD 24.2 million.
Impact of foreign currency fluctuation
We operate worldwide and as
such are exposed to currency fluctuation risks. Although the majority of our sales, purchase and financial operations are denominated
in our reporting currency, the U.S. Dollar, some sales and financing contracts are denominated in other currency, and especially in the
currency of our head office in Switzerland, the Swiss Franc.
Fluctuations in the exchange
rates between the U.S. Dollar and other currencies may have a significant effect on both the Company's results of operations, including
reported sales and earnings, and the Company's assets, liabilities and cash flows. This, in turn, may affect the comparability of period-to-period
results of operations.
52
We do not currently hedge
against foreign currency fluctuation.
12 months ended December 31,
2021
2020
Year-on-Year Variance
Foreign currency to U.S. Dollar
Closing rate
12-month Average rate
Closing rate
12-month Average rate
Closing rate
12-month Average rate
Swiss Franc
CHF:USD
1.096726
1.094197
1.130846
1.066001
-3.02%
2.65%
Euro
EUR:USD
1.137651
1.183361
1.222811
1.141357
-6.96%
3.68%
Indian Rupee
INR:USD
0.013423
0.013591
0.013697
0.013487
-2.00%
0.77%
Japanese Yen
JPY:USD
0.008967
0.009221
0.009690
0.009367
-7.46%
-1.56%
U.K. Pound Sterling
GBP:USD
1.353583
1.375671
1.366312
1.283296
-0.93%
7.20%
Vietnamese Dong
VND:USD
0.000044
0.000044
N/A
N/A
N/A
N/A
Saudi Riyal
SAR:USD
0.266667
0.266667
N/A
N/A
N/A
N/A
Taiwanese Dollar
TWD:USD
0.036081
0.035814
0.035602
0.033968
1.35%
5.43%
The table below shows the
variation in foreign exchange rates used to prepare our financial statements for the financial years ended December 31, 2021, December
31, 2020, and December 31, 2019.
12 months ended December 31,
2020
2019
Year-on-Year Variance
Foreign currency to U.S. Dollar
Closing rate
12-month Average rate
Closing rate
12-month Average rate
Closing rate
12-month Average rate
Swiss Franc
CHF:USD
1.130846
1.066001
1.033253
1.006467
9.45%
5.92%
Euro
EUR:USD
1.222811
1.141357
1.122701
1.119921
8.92%
1.91%
Indian Rupee
INR:USD
0.013697
0.013487
0.014027
0.014200
-2.35%
-5.02%
Japanese Yen
JPY:USD
0.009690
0.009367
0.009201
0.009174
5.31%
2.10%
Singapore Dollar
SGD:USD
N/A
N/A
0.743657
0.732963
N/A
N/A
U.K. Pound Sterling
GBP:USD
1.366312
1.283296
1.326752
1.276954
2.98%
0.50%
Taiwanese Dollar
TWD:USD
0.035602
0.033968
0.033396
0.032374
6.61%
4.92%
We do not operate in countries
experiencing hyperinflation and assessed the impact of inflation as immaterial to our financial statements.
B.
Liquidity and Capital Resources
Company liquidity
Our cash and capital requirement
relate mainly to our operating cash requirement, capital expenditures, contractual obligations, repayment of indebtedness and payment
of interest and financing fees.
Sources of liquidity
Our usual sources of liquidity
are cash generated from customers, cash from financing instruments such as debt and convertible debt, cash from share subscription facilities,
and cash from private investors in exchange for our Class B Shares. Historically, the Group has been dependent on equity financing to
augment the operating cash flow to cover its cash requirements.
53
We had positive working capital
of USD 17.8 million as at December 31, 2021. We calculate working capital as our current assets, less our current liabilities.
Based on the Group’s cash projections for the next 12 months to April 30, 2023, the Group has sufficient liquidity to fund operations
and financial commitments. Note 27 of our consolidated financial statement as at December 31, 2021 describes the sources of funding that
the Group can turn to whenever needed.
As at December 31, 2021, we
hold cash and cash equivalent and restricted cash in an amount of USD 34.4 million following the cash injection from our financial instruments.
We expect to use this liquidity to fund our operations, develop our sales team, and form part of the consideration for future potential
merger and acquisition transactions.
Consolidated cash flows
The following table shows
information about our cash flows during the financial years ended December 31, 2021, 2020 and 2019 respectively.
12 months ended December 31,
12 months ended December 31,
12 months ended December 31,
USD'000
2021
2020
2019
Cash Flows from operating activities:
Net cash provided by (used in) operating activities
(21,791
)
(12,550
)
(13,891
)
Net cash provided by (used in) investing activities
(2,525
)
(3,897
)
36,626
Net cash provided by (used in) financing activities
36,975
21,482
(17,284
)
Effect of exchange rate changes on cash and cash equivalents
(63
)
82
41
Cash and cash equivalents
Net increase (decrease) during the period
12,596
5,117
5,492
Balance, beginning of period
21,763
16,646
11,154
Balance, end of period
34,359
21,763
16,646
Reconciliation to balance sheet
Cash and cash equivalents
34,249
19,650
12,121
Restricted cash, current
110
2,113
2,525
Restricted cash, noncurrent
—
—
2,000
Balance, end of period
34,359
21,763
16,646
54
The following tables provide
the details of the cash flows separated between continuing and discontinued activities following the divestiture of QuoVadis.
Continuing operations
12 months ended December 31,
12 months ended December 31,
12 months ended December 31,
USD'000
2021
2020
2019
Net cash provided by (used in) operating activities
(21,791
)
(12,550
)
(14,674
)
Net cash provided by (used in) investing activities
(2,525
)
(3,897
)
36,626
Net cash provided by (used in) financing activities
36,975
21,482
(17,284
)
Discontinued operations
12 months ended December 31,
12 months ended December 31,
12 months ended December 31,
USD'000
2021
2020
2019
Net cash provided by (used in) operating activities
—
—
783
Net cash provided by (used in) investing activities
—
—
—
Net cash provided by (used in) financing activities
—
—
—
We have not experienced any
legal or economic restrictions on the ability of subsidiaries to transfer funds to the Company in the form of loans.
Impact of discontinued operations
The Company has assessed the
impact on our cash flows following the sale of the QuoVadis Group. As shown in the table above, the QuoVadis Group was cash flow negative
on operating activities, largely as a result of ongoing losses. The sale of the QuoVadis Group has enabled the Company to repay the ExWorks
Line of Credit in full during 2019, a facility that carried interest at 12% per annum. In addition to this, the sale of the QuoVadis Group
has left the Company with an improved net cash and cash equivalents balance that will enable us to fund our activities as set out above.
We believe that the sale of
the QuoVadis Group has benefitted the Company significantly as it has provided us with sufficient working capital to be able to focus
on the future whilst, at the same time, removing a part of the business that was a drain on our liquidity.
Level of borrowing
As at December 31, 2021, we
held short-term notes payable in an amount of USD 6,249,183, and long–term notes payable in an amount of USD 458,322.
The section below gives the detail of the financial instruments used by the company.
55
Financial instruments
The following financial instruments
are those that were in use and disclosed in our balance sheet and notes as at December 31, 2021.
Standby Equity Distribution Agreement with
YA II PN, Ltd.
On February 08, 2018 WISeKey
entered into the SEDA with Yorkville. Under the terms of the SEDA as amended, Yorkville has committed to provide WISeKey, upon a drawdown
request by WISeKey, up to CHF 50,000,000 in equity financing originally over a period of three-year period ending March 01, 2021,
now over a period of five years ending March 31, 2023 in line with the amendment signed by the parties on March 04, 2020. Provided
that a sufficient number of Class B Shares is provided through share lending, WISeKey has the right to make drawdowns under the SEDA,
at its discretion, by requesting Yorkville to subscribe for (if the Class B Shares are issued out of authorized share capital) or purchase
(if the Class B Shares are delivered out of treasury) Class B Shares worth up to CHF 5,000,000 by drawdown, subject to certain exceptions
and limitations (including the exception that a drawdown request by WISeKey shall in no event cause the aggregate number of Class B Shares
held by Yorkville to meet or exceed 4.99% of the total number of shares registered with the commercial register of the Canton of Zug).
The purchase price will be 93% of the relevant market price at the time of the drawdown, determined by reference to a ten-day trading
period following the draw down request by WISeKey.
The instrument was assessed
under ASC 815 as an equity instrument. WISeKey paid a one-time commitment fee of CHF 500,000 (USD 524,231 at historical rate)
on April 24, 2018 in 100,000 WIHN Class B Shares. In line with ASU 2015-15 the commitment fee was capitalized as deferred charges
to be amortized over the original duration of the contract as a reduction of equity.
In 2018, WISeKey made 4 drawdowns
for a total of CHF 1,749,992 (USD 1,755,378 at historical rate) in exchange for a total of 540,539 WIHN Class B Shares issued out of authorized
share capital or treasury share capital.
In 2019, WISeKey made 5 drawdowns
for a total of CHF 1,107,931 (USD 1,111,764 at historical rate) in exchange for a total of 490,814 WIHN Class B Shares issued out of treasury
share capital.
In 2020, WISeKey made 6 drawdowns
for a total of CHF 1,134,246 (USD 1,208,569 at historical rate) in exchange for a total of 889,845 WIHN Class B Shares issued out of treasury
share capital.
In 2021, WISeKey made one
drawdown on April 15, 2021 for CHF 363,876 (USD 380,568 at historical rate) in exchange for 219,599 WIHN Class B Shares issued
out of treasury share capital.
The amortization charge for
the capitalized fee recognized in APIC amounted to USD 30,188 for the year 2021. As at December 31, 2021, the deferred charge
balance was fully amortized.
As at December 31, 2021, the
outstanding equity financing available was CHF 45,643,955.
Credit Agreement with ExWorks Capital Fund
I, L.P
On April 04, 2019 WISeCoin,
an affiliate of the Company, signed a credit agreement with ExWorks. Under this credit agreement, WISeCoin was granted a USD 4,000,000
term loan and may add up to USD 80,000 accrued interest to the loan principal, hence a maximum loan amount of USD 4,080,000.
The loan bears an interest rate of 10% p.a. payable monthly in arrears. The maturity date of the arrangement was April 4, 2020 therefore
all outstanding balances are classified as current liabilities in the balance sheet. ExWorks can elect to have part of or all of the principal
loan amount and interests paid either in cash or in WISeCoin tokens as may be issued by WISeCoin from time to time. As at June 30, 2019,
the conversion price was set at CHF 12.42 per WISeCoin token based on a non-legally binding term sheet.
56
Under the terms of the ExWorks
credit agreement, WISeCoin is required to not enter into agreements that would result in liens on property, assets or controlled subsidiaries,
in indebtedness other than the exceptions listed in the credit agreement, in mergers, consolidations, organizational changes except with
an affiliate, contingent and third party liabilities, any substantial change in the nature of its business, restricted payments, insider
transactions, certain debt payments, certain agreements, negative pledge, asset transfer other than sale of assets in the ordinary course
of business, or holding or acquiring shares and/or quotas in another person other than WISeCoin R&D. Furthermore, WISeCoin is required
to maintain its existence, pay all taxes and other liabilities.
Borrowings under the ExWorks
line of credit are secured by first ranking security interests on all material assets and personal property of WISeCoin, and a pledge
over the shares in WISeCoin representing 90% of the capital held by the Company. Under certain circumstances, additional security may
be granted over the intellectual property rights of WISeCoin and WISeCoin R&D, and the shares held by WISeCoin in WISeCoin R&D.
Total debt issue costs of
USD 160,000 were recorded as debt discount and amortized over the duration of the loan. As at December 31, 2020, the debt discount
was fully amortized.
As at December 31, 2021, the
loan had not been repaid and the outstanding borrowings were USD 4,030,000, meaning that the loan is past due under the terms of the credit
agreement with ExWorks. The Company is currently in negotiation with ExWorks regarding a potential sale of its investment in Tarmin, a
company in which ExWorks is also a significant shareholder (see Note 21 of our consolidated financial statement as at December 31, 2021).
It is the view of the management of the Company that the sale of the investment in Tarmin and the repayment of the credit agreement are
codependent and therefore the loan will be repaid at such time as the investment is sold. ExWorks continues to charge interest on the
loan at the rate of 10% p.a. and has not launched any formal recovery proceedings as of the date of this report.
Loan Agreements with UBS SA
On March 26, 2020, two members
of the Group entered into the COVID-19 UBS loans to borrow funds under the Swiss Government supported COVID-19 Credit Facility with UBS
SA. Under the terms of the Agreement, UBS has lent such Group members a total of CHF 571,500. The loans are repayable in full on
March 30, 2028. Semi-annual repayments will start from March 31, 2022, and will be spread on a linear basis over the remaining term. The
full repayment of the loans is permitted at any time. The interest rate is determined by Swiss COVID-19 Law and currently the Covid loans
carry an interest rate of 0%. There were no fees or costs attributed to the Covid loans and as such there is no debt discount of debt
premium associated with the loan facility.
Under the terms of the loans,
the relevant companies are required to use the funds solely to cover the liquidity requirements of the relevant companies. In particular,
the relevant companies cannot use the funds for the distribution of dividends or directors' fees, the repayment of capital contributions,
the granting of active loans, the refinancing of private or shareholder loans, the repayment of intra-group loans, or the transfer of
guaranteed loans to a Group company not having its registered office in Switzerland, whether directly or indirectly linked to the borrowing
companies.
During the year to December
31, 2021, WISeKey repaid CHF 70,000 of the COVID-19 UBS loans. Therefore, as at December 31, 2021, the outstanding balance on these loans
was CHF 501,500 (USD 550,008).
Credit Agreement with Nice & Green
SA
On May 18, 2020, the Group
entered into the Nice & Green Facility with Nice & Green pursuant to which WISeKey has the right to draw down up to a maximum
of CHF 10 million during a commitment period of 24 months commencing on May 20, 2020, in up to 25 tranches based upon 60% of the traded
volume of the WIHN Class B Share on the SIX Swiss Stock Exchange over the 5 trading days preceding the subscription date. Each tranche
is divided into 25 convertible notes that do not bear interest. Subject to a cash redemption right of WISeKey, the convertible notes are
mandatorily convertible into WIHN Class B Shares within the Nice & Green Conversion Period. Conversion takes place upon request
by Nice & Green during the Nice & Green Conversion Period, but in any case no later than at the expiry of the Nice & Green
Conversion Period, at a conversion price of 95% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on
the SIX Swiss Exchange during the 10 trading days preceding the relevant conversion date.
57
Due to Nice & Green’s
option to convert the loan in part at any time before maturity, and as there is no limit on the number of shares to be delivered, the
Nice & Green Facility was assessed as a share-settled debt instrument with an embedded put option. We assessed the put option under
ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25,
the Nice & Green Facility will be accounted for as a liability measured at cost for each term loan (corresponding to each drawdown).
Per the terms of the Nice
& Green Facility, WISeKey pays to Nice & Green, in cash, a commitment fee of 5% of the amount of each subscription which will
be recorded as a debt discount against each subscription (principal). Nice & Green also undertake to pay to WISeKey an incentive fee
equal to 10% of the positive difference between the net capital gain and the net capital loss generated by Nice & Green on the sales
of WIHN Class B Shares. The incentive fee income is recorded in the income statement in other non-operating income (see Note 33).
In 2020, WISeKey drew a total
of CHF 8,916,889 (USD 9,693,283 at historical rate) under the Nice & Green Facility, which was fully converted in the year 2020. As
at December 31, 2020, the loan commitment available under the Nice & Green Facility was CHF 1,083,111 (USD 1,224,832) and there were
no unconverted outstanding loan amounts.
During the year to December
31, 2021 the Group did not make any draws under the Nice & Green Facility. Therefore, as at December 31, 2021 the available commitment
under the Nice & Green Facility available was CHF 1,083,111 (USD 1,187,876) and there were no unconverted outstanding loan amounts.
Credit Agreement with L1 Capital Global
Opportunities Master Fund
On June 29,2021, WISeKey entered
into the L1 Facility, an Agreement for the Subscription of up to $22M Convertible Notes with L1 Capital, pursuant to which L1 commits
to lend to WISeKey up to a maximum amount of USD 22 million divided into tranches of variable sizes, during a commitment period of 24
months ending June 28, 2023. The L1 Initial Tranche was agreed in the L1 Facility agreement as USD 11 million funded on June 29, 2021.
For the remaining L1 Facility, WISeKey has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each
or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain
conditions. Each tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the L1 convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from issuance
(the “L1 Conversion Period”). Conversion takes place upon request by L1 during the L1 Conversion Period, but in any case no
later than at the expiry of the L1 Conversion Period. Each calendar month, L1 can request conversion of up to 12.5% of the principal amount
of all issued tranches at a conversion price of 95% of the lowest daily volume-weighted average price of a Class B Share as traded on
the SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date, and , should L1 wish to convert more than 12.5%
of the principal amount of all issued tranches in a calendar month, the conversion price for the additional converted amounts is set at
the higher of (i) the Fixed Conversion price applicable to relevant tranche, and (ii) 95% of the lowest daily volume-weighted average
price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date (the “Original
L1 Conversion Price”).
Due to L1’s option to
convert the loan in part or in full at any time before maturity, the L1 Facility was assessed as a share-settled debt instrument with
an embedded put option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that L1 will predominantly receive at settlement
does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option
under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC
480-10-25, the L1 Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception.
58
Debt issue costs made up of
legal expenses of USD 36,745, a commission of USD 802,500 to the placement agent, a fee of USD 220,000 to L1 representing 2% of the principal
value of the initial tranche, and a subscription fee of USD 220,000 to L1 representing 2% of the principal value of the initial tranche
payable in WIHN Class B Shares were due upon issuance of the Initial Tranche and recorded as a debt discount against the L1 initial tranche
principal amount. The subscription fee was paid in 145,953 WIHN Class B Shares and was fair valued at CHF 183,901 (USD 200,871) based
on the market value of the shares at issuance. Upon subscription of each subsequent tranche under the L1 Facility, debt issue costs corresponding
to the fair value of the L1 subscription fee payable in WIHN Class B Shares representing 2% of the principal value of the subscribed funds
and an L1 fee representing 2% of the principal value of the subscribed funds will be recorded as a debt discount against each tranche.
On September 27, 2021, WISeKey
and L1 entered into the L1 First Amendment, pursuant to which WISeKey has the right to request L1 to subscribe for four “L1 Accelerated
Tranches” of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined
by WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the L1 Accelerated Tranches issued
under the L1 First Amendment remain the same as the terms and conditions of the L1 Facility except for the conversion price of the L1
Accelerated Tranches which is set at 90% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX Swiss
Exchange during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount (the “New L1 Conversion
Price”).
In line with ASC 470-50-15-3,
the New L1 Conversion Price under the L1 First Amendment was assessed as a change to the conversion privileges provided in the L1 Facility
for the purpose of inducing conversion, whereby the New L1 Conversion Price provides a reduction of the Original L1 Conversion Price and
results in the issuance of additional WIHN Class B Shares, which is governed by ASC 470-20-40. Therefore, in line with ASC 470-20-40-16
and ASC 470-20-40-17, for conversions of L1 Accelerated Tranches, we recognize the fair value of the additional shares delivered by applying
the New L1 Conversion Price in comparison with the Original L1 Conversion Price as an expense to the income statement classified as debt
conversion expense.
Additionally, per the terms
of the L1 Facility, upon each tranche subscription under the L1 Facility and the L1 First Amendment, WISeKey will grant L1 the option
to acquire WIHN Class B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading day volume-weighted average price of
the WIHN Class B Shares on the SIX Swiss Stock Exchange immediately preceding the tranche closing date and (b) CHF 5.00. The number of
warrants granted at each tranche subscription is calculated as 25% of the principal amount of each tranche divided by the volume-weighted
average price of the trading day immediately preceding the tranche closing date. Each warrant agreement has a 3-year exercise period starting
on the relevant subscription date. In line with ASC 470-20-25-2, for each subscription, the proceeds from the convertible notes with a
detachable warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and
of the warrant at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes
model and the market price of WIHN Class B Shares on the date of the subscription. The fair value of the debt is calculated using the
discounted cash flow method.
During the year to December
31, 2021, WISeKey made a total of six subscriptions under the L1 Facility and the L1 First Amendment as follows:
- The L1 Initial Tranche
for convertibles notes in the amount of USD 11 million was issued on June 29, 2021. The funds were received on July 1, 2021. On June 29,
2021, in line with the terms of the L1 Facility, WISeKey issued L1 with 1,817,077 warrants on WIHN Class B Shares at an exercise price
of CHF 5.00. The warrant agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 296,208 using
the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant of CHF 1.39. The fair value of the debt was calculated
using the discounted cash flow method as USD 11,354,678. Applying the relative fair value method per ASC 470-20-25-2, the recognition
of the warrant agreement created a debt discount on the debt host in the amount of USD 279,660, and the credit entry was booked in APIC.
- On September 28, 2021,
an L1 Accelerated Tranche for convertibles notes in the amount USD 1 million. The funds were received on September 30, 2021. On September
28, 2021, in line with the terms of the L1 Facility, WISeKey issued L1 with 173,267 warrants on WIHN Class B Shares at an exercise price
of CHF 5.00. The warrant agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 35,462 using
the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant of CHF 1.25. The fair value of the debt was calculated
using the discounted cash flow method as USD 1,077,265. Applying the relative fair value method per ASC 470-20-25-2, the recognition of
the warrant agreement created a debt discount on the debt host in the amount of USD 31,869, and the credit entry was booked in APIC.
59
- On October 20, 2021,
an L1 Accelerated Tranche for convertibles notes in the amount USD 1 million. The funds were received on October 21, 2021. On October
20, 2021, in line with the terms of the L1 Facility, WISeKey issued L1 with 207,726 warrants on WIHN Class B Shares at an exercise price
of CHF 5.00. The warrant agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 33,877 using
the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant of CHF 1.12. The fair value of the debt was calculated
using the discounted cash flow method as USD 1,077,408. Applying the relative fair value method per ASC 470-20-25-2, the recognition of
the warrant agreement created a debt discount on the debt host in the amount of USD 30,485, and the credit entry was booked in APIC.
- On October 27, 2021,
an L1 Accelerated Tranche for convertibles notes in the amount USD 2 million. The funds were received on October 28, 2021. On October
27, 2021, in line with the terms of the L1 Facility, WISeKey issued L1 with 384,261 warrants on WIHN Class B Shares at an exercise price
of CHF 5.00. The warrant agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 62,777 using
the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant of CHF 1.12. The fair value of the debt was calculated
using the discounted cash flow method as USD 2,154,556. Applying the relative fair value method per ASC 470-20-25-2, the recognition of
the warrant agreement created a debt discount on the debt host in the amount of USD 56,624, and the credit entry was booked in APIC.
- On November 5, 2021,
an L1 Accelerated Tranche for convertibles notes in the amount USD 1 million. The funds were received on November 9, 2021. On November
5, 2021, in line with the terms of the L1 Facility, WISeKey issued L1 with 209,287 warrants on WIHN Class B Shares at an exercise price
of CHF 5.00. The warrant agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 29,792 using
the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant of CHF 1.075. The fair value of the debt was
calculated using the discounted cash flow method as USD 1,077,708. Applying the relative fair value method per ASC 470-20-25-2, the recognition
of the warrant agreement created a debt discount on the debt host in the amount of USD 26,900, and the credit entry was booked in APIC.
- On December 21, 2021,
an L1 Accelerated Tranche for convertibles notes in the amount USD 1 million. The funds were received on December 22, 2021. On December
21, 2021, in line with the terms of the L1 Facility, WISeKey issued L1 with 287,345 warrants on WIHN Class B Shares at an exercise price
of CHF 5.00. The warrant agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 21,756 using
the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant of CHF 0.814. The fair value of the debt was
calculated using the discounted cash flow method as USD 1,077,404. Applying the relative fair value method per ASC 470-20-25-2, the recognition
of the warrant agreement created a debt discount on the debt host in the amount of USD 19,793, and the credit entry was booked in APIC.
During the year ended December
31, 2021, L1 converted a total of USD 8.2 million out of the L1 Initial Tranche and USD 5.3 million out of the L1 Accelerated Tranches,
resulting in the delivery of a total of 11,858,831 WIHN Class B Shares. A debt discount charge of USD 185,528 was amortized to the income
statement, a debt conversion expense of USD 325,424 was recorded in the income statement, and unamortized debt discounts totaling USD
1,376,983 were booked to APIC on conversions as per ASC 470-02-40-4.
As at December 31, 2021, the
available balance on the L1 Facility was USD 5 million. Convertible notes in an aggregate amount of USD 3.5 million remained unconverted
and the unamortized debt discount balance was USD 388,403, hence a carrying value of USD 3,111,597 as at December 31, 2021.
60
Credit Agreement with Anson Investments
Master Fund LP
On June 29, 2021,
WISeKey entered into an Agreement for the Issuance and Subscription of Convertible Notes (the “Anson Facility”) with
Anson Investments Master Fund LP (“Anson”), pursuant to which Anson commits to lend to WISeKey up to a maximum amount of
USD 22 million divided into tranches of variable sizes, during a commitment period of 24 months ending June 28, 2023. The initial
tranche was agreed in the Anson Facility agreement as USD 11 million to be funded on June 29, 2021 (the “Initial
Tranche”). For the remaining facility, WISeKey has the right to request Anson to subscribe for four additional note tranches
of USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the
commitment period, subject to certain conditions. Each tranche is divided into convertible notes of USD 100,000 each that bear
interest of 6% per annum. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN
Class B Shares within a period of 24 months from issuance (the “Anson Conversion Period”). Conversion takes place upon
request by Anson during the Anson Conversion Period, but in any case no later than at the expiry of the Anson Conversion Period.
Each calendar month, Anson can request conversion of up to 12.5% of the principal amount of all issued tranches at a conversion
price of 95% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5
trading days preceding the relevant conversion date, and, should Anson wish to convert more than 12.5% of the principal amount of
all issued tranches in a calendar month, the conversion price for the additional converted amounts is set at the higher of (i) the
Fixed Conversion price applicable to relevant tranche, and (ii) 95% of the lowest daily volume-weighted average price of a Class B
Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date (the “Original
Anson Conversion Price”).
Due to Anson’s option
to convert the loan in part or in full at any time before maturity, the Anson Facility was assessed as a share-settled debt instrument
with an embedded put option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that Anson will predominantly receive
at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed
the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation.
Per ASC 480-10-25, the Anson Facility was accounted for as a liability measured at fair value using the discounted cash flow method at
inception.
Debt issue costs made up of
legal expenses of USD 4,197, a commission of USD 802,500 to the placement agent, a fee of USD 220,000 to Anson representing 2% of the
principal value of the initial tranche, and a subscription fee of USD 220,000 to Anson representing 2% of the principal value of the initial
tranche payable in WIHN Class B Shares were due upon issuance of the Initial Tranche and recorded as a debt discount against the Anson
Initial Tranche principal amount. The subscription fee was paid in 145,953 WIHN Class B Shares and was fair valued at CHF 183,901 (USD
200,871) based on the market value of the shares at issuance. Upon subscription of each subsequent tranche under the Anson Facility, debt
issue costs corresponding to the fair value of the Anson subscription fee payable in WIHN Class B Shares representing 2% of the principal
value of the subscribed funds and an Anson fee representing 2% of the principal value of the subscribed funds will be recorded as a debt
discount against each tranche.
On September 27, 2021, WISeKey
and Anson entered into the Anson First Amendment, pursuant to which WISeKey has the right to request Anson to subscribe for four Anson
Accelerated Tranches of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time
determined by WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the Anson Accelerated Tranches
issued under the Anson First Amendment remain the same as the terms and conditions of the Anson Facility except for the conversion price
of the Anson Accelerated Tranches which is set at 90% of the lowest daily volume-weighted average price of a Class B Share as traded on
the SIX Swiss Exchange during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount (the “New
Anson Conversion Price”).
In line with ASC 470-50-15-3,
the New Anson Conversion Price under the Anson First Amendment was assessed as a change to the conversion privileges provided in the Anson
Facility for the purpose of inducing conversion, whereby the New Anson Conversion Price provides a reduction of the Original Anson Conversion
Price and results in the issuance of additional WIHN Class B Shares, which is governed by ASC 470-20-40. Therefore, in line with ASC 470-20-40-16
and ASC 470-20-40-17, for conversions of Anson Accelerated Tranches, we recognize the fair value of the additional shares delivered by
applying the New Anson Conversion Price in comparison with the Original Anson Conversion Price as an expense to the income statement classified
as debt conversion expense.
61
Additionally, per the terms
of the Anson Facility, upon each tranche subscription under the Anson Facility and the Anson First Amendment, WISeKey will grant Anson
the option to acquire WIHN Class B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading day volume-weighted average
price of the WIHN Class B Shares on the SIX Swiss Stock Exchange immediately preceding the tranche closing date and (b) CHF 5.00. The
number of warrants granted at each tranche subscription is calculated as 25% of the principal amount of each tranche divided by the volume-weighted
average price of the trading day immediately preceding the tranche closing date. Each warrant agreement has a 3-year exercise period starting
on the relevant subscription date. In line with ASC 470-20-25-2, for each subscription, the proceeds from the convertible notes with a
detachable warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and
of the warrant at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes
model and the market price of WIHN Class B Shares on the date of the subscription. The fair value of the debt is calculated using the
discounted cash flow method.
During the year to December
31, 2021, WISeKey made a total of three subscriptions under the Anson Facility and the Anson First Amendment as follows:
- The Anson Initial Tranche
for convertibles notes in the amount of USD 11 million was issued on June 29, 2021. The funds were received on June 29, 2021. On June
29, 2021, in line with the terms of the Anson Facility, WISeKey issued Anson with 1,817,077 warrants on WIHN Class B Shares at an exercise
price of CHF 5.00. The warrant agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 296,208
using the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant of CHF 1.39. The fair value of the debt
was calculated using the discounted cash flow method as USD 11,354,678. Applying the relative fair value method per ASC 470-20-25-2, the
recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 279,660, and the credit entry was booked
in APIC.
- On September 28, 2021,
an Anson Accelerated Tranche for convertibles notes in the amount USD 2.75 million. The funds were received on September 28, 2021. On
September 28, 2021, in line with the terms of the Anson Facility, WISeKey issued Anson with 476,486 warrants on WIHN Class B Shares at
an exercise price of CHF 5.00. The warrant agreement was assessed as an equity instrument and was fair valued at grant at an amount of
USD 97,520 using the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant of CHF 1.25. The fair value
of the debt was calculated using the discounted cash flow method as USD 2,822,613. Applying the relative fair value method per ASC 470-20-25-2,
the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 91,838, and the credit entry was
booked in APIC.
- On October 27, 2021,
an Anson Accelerated Tranche for convertibles notes in the amount USD 2.75 million. The funds were received on October 28, 2021. On October
27, 2021, in line with the terms of the Anson Facility, WISeKey issued Anson with 528,359 warrants on WIHN Class B Shares at an exercise
price of CHF 5.00. The warrant agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 86,318
using the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant of CHF 1.12. The fair value of the debt
was calculated using the discounted cash flow method as USD 2,822,789. Applying the relative fair value method per ASC 470-20-25-2, the
recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 81,597, and the credit entry was booked
in APIC.
During the year ended December
31, 2021, Anson converted a total of USD 9.8 million out of the Anson Initial Tranche, resulting in the delivery of a total of 8,228,262
WIHN Class B Shares. There was no conversion out of the Anson Accelerated Tranches. A debt discount charge of USD 248,449 was amortized
to the income statement, and unamortized debt discounts totaling USD 1,182,876 were booked to APIC on conversions as per ASC 470-02-40-4.
There was no debt conversion expense recorded in the income statement in the year ended December 31, 2021
As at December 31, 2021, the
available balance on the Anson Facility was USD 5.5 million. Convertible notes in an aggregate amount of USD 6.7 million remained unconverted
and the unamortized debt discount balance was USD 762,858, hence a carrying value of USD 5,937,142 as at December 31, 2021.
62
Material cash requirements from known contractual
and other obligations
The following table sets forth
our known contractual and other cash payment obligations as at December 31, 2021 in USD'000s:
Payments due by period
Material cash requirements
Total
Less than 1 year
1-3 years
3-5 years
more than 5 years
Operating and short-term lease obligations
4,278
1,040
1,630
1,140
468
Finance lease obligations
61
61
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—
—
Debt repayable in cash and interests from convertible note obligations
5,615
4,740
600
183
92
Total material cash requirements
9,954
5,841
2,230
1,323
560
C.
Research and Development, Patents and Licenses, Etc.
WISeKey's research and development
spending totaled USD 5.6 million in the year ended December 31, 2021, USD 6.0 million in the year ended December 31, 2020 and USD 6.4
million in the year ended December 31, 2019. As mentioned in Item 3.D. Risk Factors, we need to keep pace with changing technologies
in order to maintain and grow our revenue. We currently own 88 individual patents which preserve our technology. Our spending in research
and development includes the development of future technologies that we will register legally in the future to develop our patent portfolio
and ensure that competitors cannot replicate our technology easily.
Quantum computing may threaten
the resilience of current cryptography against attacks during the current lifespan of hardware. Certainly in case our secure modules are
embedded in larger systems and/or deployed on remote locations such as. for smart meter and satellite deployments.
WISeKey is therefore conducting
R&D offer protection against attacks executed with quantum computers. Our R&D will turn the threat of quantum computing into a
competitive advantage. Our R&D activities include following up with the U.S. National Institute of Standards and Technology (NIST),
part of the U.S. Department of Commerce, on their final round of selecting encryption and digital signature post-quantum algorithms. We
also build agility into our crypto libraries by embracing several post-quantum crypto primitives.
New Patent Applications
In 2021, WISeKey filed 3 patent
applications in France with the French National Industrial Property Institute (INPI - Institut National de la Propriété
Industrielle):
- “Process for the manufacturing
of a contactless module”
- “Contactless Module
with a configurable antenna coil”
- “Authentication process
of connected objects”
63
Patent Grants
Seven patents were granted
to WISeKey in 2021: two in France, two in Brazil, two in China and one in Europe. The European patent was validated in Germany, France,
the United Kingdom and Switzerland.
D.
Trend Information
Our growth strategy and industry
trends are detailed in Item 3. B. Business Overview. The uncertainties and material commitments such as financial instruments that
are likely to have a material effect on the companies' financial condition are described in Item 3. D. Risk Factors and Item
5.B. Liquidity and Capital resources.
The processor industry sees
rapid growth and adoption of RISC-V based processors. WISeKey has developed its own RISC-V based secure core which will be used as the
foundation of our next hardware generation platform.
A major trend of the
Secure Element industry is the announcement of the FIPS 140-3 standard which implement a “Side Channel Assessment” of
the components which apply to this standard, in order to test their resistance. WISeKey has launch the development of the
VaultIC408, a new version of its Vautlt-IC line of product, which will comply with this standard.
E.
Critical Accounting Estimates
The preparation of financial
statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, estimates, and assumptions that affect
reported amounts of assets, liabilities, sales and expenses, and the disclosure of contingent assets and liabilities.
We consider an accounting
estimate critical if it: (i) requires management to make judgments and estimates about matters that are inherently uncertain; and (ii)
is important to an understanding of our financial condition and operating results.
We base our estimates on historical
experience and on various other assumptions we believe to be reasonable under the circumstances. Although these estimates are based on
management's best knowledge of current events and actions that may impact us in the future, actual results could differ from those estimates.
Management has discussed the development, selection and disclosure of these critical accounting estimates with the Audit Committee of
the Board of Directors.
We believe the following accounting
estimates are most critical to our business operations and to an understanding of our financial condition and results of operations and
reflect the more significant judgments and estimates used in the preparation of our consolidated financial statements.
Inventory Valuation
Due to the long manufacturing
cycle in the semiconductor industry, we must order components for our products and build inventory in advance of customer orders.
We record inventories at the
lower of cost and net realizable value and record write-downs of inventories that are obsolete or in excess of anticipated demand or net
realizable value. The Group records write-downs on inventory based on an analysis of obsolescence or a comparison to the anticipated demand
or market value based on a consideration of marketability and product maturity, demand forecasts, historical trends and assumptions about
future demand and market conditions.
64
Accounting for Income Taxes
We operate in multiple countries
and our profits are taxed pursuant to the tax laws of these countries. Our income tax rate may be affected by the changes in or interpretations
of tax laws and tax agreements in any given jurisdiction, utilization of net operating loss and tax credit carryforwards, changes in geographical
mix of income and expense, and changes in our assessment of matters such as the ability to realize deferred tax assets.
We must also assess temporary
differences resulting from the different treatment of items for tax and accounting purposes. These differences result in deferred tax
assets and liabilities, which are included in the consolidated balance sheet.
We assess the likelihood that
our deferred tax assets will be recovered from future taxable income, considering, in particular, historical results before income tax
expense. When we determine that it is not more likely than not that we will realize all or part of our deferred tax assets, an adjustment
is charged to earnings in the period when such determination is made. Likewise, if we later determine that it is more likely than not
that all or a part of our deferred tax assets would be realized, the previously provided valuation allowance would be reversed.
Business Acquisitions
Accounting for business acquisitions
requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible
assets acquired, liabilities assumed, pre-acquisition contingencies, and the valuation of non-cash consideration. We use our best estimates
and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition
date, and to determine the fair value of non-cash consideration components.
Examples of critical estimates
in valuing certain intangible assets and goodwill we have acquired and liabilities we have assumed include but are not limited to:
• assumptions regarding
the estimated useful life of the acquired intangibles;
• discount rates;
• projected risk-based
net revenues forecast; and
• assumptions regarding
equity conversions based on the market price of WISeKey share.
Impairment assessment
Goodwill and other indefinite-lived
intangible assets are subject to impairment analysis at least once annually.
Our impairment analysis is
based on assumptions regarding future cash flows generated by the element under review, residual value of this element, discount rates
and comparison with peers.
Item 6.
Directors, Senior Management and Employees
A.
Directors and Senior Management
The following table sets forth
the name, date of birth and functions of our non-executive and executive directors, and our senior management as at the date of this annual
report. Unless otherwise indicated, the current business address for our executive officers and directors is General-Guisan-Strasse 6,
6300 Zug, Switzerland. Our non-executive and executive directors are elected annually and individually as a matter of law by the shareholders
at each Annual General Meeting of the shareholders for a term extending up until the following Annual General Meeting of the shareholders.
The last Annual General Meeting of the shareholders was on May 25, 2021.
65
Name
Date of birth
Functions in WISeKey
Date first appointed
Non-Executive Directors
Philippe Doubre
March 24, 1935
Board Member, Member of the Nomination and Compensation Committee
March 21, 2016
(1999*)
David Fergusson
August 15, 1960
Board Member, Chairman of the Nomination and Compensation Committee, Member of the Audit Committee
May 31, 2017
Jean-Philippe Ladisa
August 1, 1963
Board Member, Chairman of the Audit Committee
May 15, 2020
Eric Pellaton
March 25, 1959
Board Member, Member of the Nomination and Compensation Committee
May 15, 2020
Executive Directors
Carlos Moreira
September 1, 1958
Chairman of the Board of Directors, Member of the Strategy Committee, Founder and Chief Executive Officer
March 21, 2016
(1999*)
Peter Ward
January 5, 1952
Board Member,
Member of the Strategy Committee,
Chief Financial Officer
March 21, 2016
(2012*)
Hans-Christian Boos
October 2, 1972
Board Member,
Chief Technology Officer
January 28, 2021
Senior Management
Pedro Fuentes Perez
November 12, 1969
Chief Security Officer
August 1, 2016
Pierre Maudet
March 6, 1978
Chief Digital Transformation Officer
May 1, 2021
Carlos Moreno
March 9, 1964
Vice President of Strategic Partnerships
July 15, 2006*
John O’Hara
April 15, 1977
International Financial Controller
November 1, 2018
Nathalie Verjus
February 19, 1975
Company Secretary and Financial Planning & Reporting Manager
November 1, 2016
Bernard Vian
March 22, 1967
General Manager of WISeKey Semiconductors
September 21, 2016**
Alexander Zinser
July 17, 1969
Chief Legal Officer
April 9, 2018
* Includes board membership and employment at
the Company's predecessor holding company of the WISeKey Group, WISeKey SA.
** Joined the WISeKey Group on the acquisition
of WISeKey Semiconductors SAS on September 21, 2016.
Biographies
Directors
Carlos Moreira, Founder,
Chairman of the Board of Directors and CEO of WISeKey, UN Expert on CyberSecurity and Trust Models for ILO, UN, UNCTAD, ITC/WTO, World
Bank, UNDP, ESCAP (83-99). Author, Internet Pioneer; Founder OISTE.org. Founding Member of the "Comité de Pilotage Project
E-Voting" of the Geneva Government, Member of the UN Global Compact, Member of the WEF Global Agenda Council. Founding Member WEF
Global Growth Companies 2007. WEF New Champion 2007 to 2016, Vice Chair WEF Agenda Council on Illicit Trade 12/15, Member of the Selection
Committee for the WEF Growth Companies. Founder of the Geneva Security Forum. Member the WEF Global Agenda Council on the Future of IT
Software & Services 2014-16. Member of the New York Forum. Selected as one of the WEF, Trailblazers, Shapers and Innovators, Member
of Blockchain Advisory Board of the Government of Mexico. Nominated by Bilan.CH among the 300 most influential persons in Switzerland
2011 and 2013, top 100 of Who's Who of the Net Economy, Most Exciting EU Company at Microsoft MERID 2005, Man of the Year AGEFI 2007,
Selected by Bilanz among the 100 most important 2016 digital heads in Switzerland 2017. Award Holder CGI. Adjunct Professor of the Graduate
School of Engineering RMIT Australia (95/99). Head of the Trade Efficiency Lab at the Graduate School of Engineering at RMIT. M&A
Award 2017 Best EU acquisition. 2018 Blockchain Davos Award of Excellence by the Global Blockchain Business Council. Member of The Blockchain
Research Institute. Founder Blockchain Center of Excellence 2019. Entrepreneur and investor in disruptive cryptotechnology AI, Blockchain,
IoT and Cybersecurity. Keynote speaker at the UN, WEF, CGI, ITU, Bloomberg, Oracle, SAP, Zermatt Summit, Microsoft, IMD, INSEAD, MIT Sloan,
HEC, UBS, CEO Summit. Coauthor of "The transHuman Code: How to Program Your Future" (2019).
66
Peter Ward has served
our Chief Financial Officer and a director since 2012. Mr. Ward began his tenure with our Company in 2008 as Finance Director. From 2005
to 2008, Mr. Ward served as a director and International Finance Director at Isotis International Inc., a manufacturer and distributor
of bone and skin transplants. From 1996 to 2004, Mr. Ward served as a director and International Finance Director, then Director Administration
and Taxes of Iomega International, a manufacturer and distributor of external computer drives and disks. From 1986 to 1996, Mr. Ward served
as Finance Director for Germany, Austria & Switzerland Finance for GE Information Services (GEISCO), based in Cologne, Germany, then
Commercial Finance Manager for GE Plastics BV, based in Bergen op Zoom, The Netherlands and Finance Director for Germany, Austria &
Switzerland for GE Medical Services AG, based in Frankfurt am Main, Germany at General Electric. From 1973 to 1985, Mr. Ward served as
Cost Analyst at Standard Telephones & Cables Ltd, a manufacturer and installer of submarine telephone cables, based in Southampton,
United Kingdom, then Finance Accountant for Payot Cosmetics Ltd and Mavala Cosmetics Ltd, manufacturers of cosmetics and nail products
respectively, based in Ashford, Kent, United Kingdom, then Financial Controller for Rimmel Cosmetics Germany and ITT Photoproducts, Germany,
distributors of cosmetics and photographic equipment respectively, based in Frankfurt am Main, Germany, then Financial Analyst for the
Automotive and Sanitary Products Division, based in ITTE HQ in Brussels, Belgium, then Manager Financial Controls for the Telecommunications
Division based in ITTE HQ Brussels, Belgium, at ITTE. He holds a B.A. with honors in Business Administration from Wolverhampton University,
in Wolverhampton, U.K. and is a qualified Chartered Management Accountant.
Philippe Doubre is
a co-founder of our company and has served as a member of our board since 1999. Mr. Doubre is also the co-founder and Président
du Conseil de Fondation of the Organisation Internationale pour la Sécurité des Transactions Electroniques (OISTE),
a not-for-profit organization founded in 1998 that promotes digital security and certification of persons and objects. Mr. Doubre serves
as vice president and treasurer of the World Trade Point Federation (WTPF), an international non-governmental organization founded in
2000 in partnership with the United Nations Conference on Trade and Development (UNCTAD), which assists small and medium enterprises (SMEs)
in over 70 countries worldwide to trade internationally through the use of electronic commerce technologies. Additionally, Mr. Doubre
serves as president of the China Hub in Geneva, Switzerland, and a permanent representative of the WTCA organization to the U.N. in Geneva,
Switzerland. From 1979 to 2015, Mr. Doubre served as secretary general and then president of the World Trade Centre Geneva, Switzerland,
a member of the World Trade Center Association (WTCA). Mr. Doubre served as the co-chairman of the WTCA Committee on Information and Communication,
and as a member of the WTCA New York board of directors since 1999. Prior to his role with the WTCA, Mr. Doubre held several senior positions
in the banking and finance industry, including vice president and general cashier of American Express Paris, and general manager of the
Overseas Development Bank between 1967 and 1970. Mr. Doubre graduated in mathematics from the Collège Saint Barbe in Paris, France.
David Fergusson has
served as a member of our board since 2017. Since 2018, Mr. Fergusson has served as Executive Managing Director - M&A, for Generational
Equity, the largest volume middle-market M&A investment banking advisory firm in North America. Based in New York, he also heads the
company’s Technology Practice Group and Cross Border Practice Group. Prior to joining Generational Equity, from 2010 until 2018,
Mr. Fergusson was the CEO and President of The M&A Advisor where he led global think tank services: market intelligence publishing,
media, event and consulting, for the firm’s constituency of over 350,000 finance industry professionals, from their offices in New
York and London. As a partner in Paradigm Capital Management, Mr. Fergusson conducted over 25 acquisitions as an investor. In 2013, Mr.
Fergusson founded the global Corporate Finance Emerging Leaders program, which engages future global business stalwarts to affect significant
change through social innovation. A pioneer in cross border mergers and acquisitions between the United States and China, he was recognized
with the 2017 M&A Leadership Award and the 2019 Lifetime Achievement Award from the China Mergers & Acquisitions Association and
is Co-Chairman of the Global M&A Council of 18 member countries. Mr. Fergusson is a respected speaker on the subjects of financial
services and corporate transformation and social innovation at prominent educational institutions including Cambridge, Columbia, Harvard,
MIT and Cornell; a participant in leadership assemblies including the Vatican, World Economic Forum at Davos, World Bank and the International
Monetary Fund; and a frequent contributor to major media organizations. He is also the editor of 5 annual editions of the mergers and
acquisitions handbook - “The Best Practices of The Best Dealmakers” series with a readership of more than 500,000 in over
60 countries. Mr. Fergusson is also the co-author of the bestselling book and forthcoming CNBC TV series - “The transHuman Code”.
Recipient of the 2015 Albert Schweitzer Leadership Award for his work in global youth leadership development, Mr. Fergusson is a Trustee
and former President of Hugh O’Brien Youth Leadership (HOBY), the world’s largest social leadership foundation for high school
students. Mr. Fergusson is also a founding member of the City of London's Guild of Entrepreneurs, a member of British American Business,
and of the Association for Corporate Growth (ACG). Mr. Fergusson is a graduate of Kings College School and the University of Guelph where
he earned a Bachelor of Arts in Political Studies.
67
Jean-Philippe Ladisa
has served as a member of the Board since May 2020. Mr. Ladisa has over thirty years’ experience in audit, accounting, financial
analysis, corporate/personal taxation, payroll and human resources in Switzerland. Mr. Ladisa joined Fiduciaire Wuarin & Chatton SA,
an audit and accounting firm in Switzerland, in 1993, first as a director then as a partner. Mr. Ladisa serves as an expert in auditing,
tax reporting, advisory for natural and legal persons, application of conventions to avoid double taxation and business valuation with
the Geneva Court. Mr. Ladisa started his career managing audit and accounting mandates of small and medium-sized Swiss companies in the
construction, trade and services sectors with BFB Sociétés Fiduciaires in Switzerland from 1982 to 1993. Mr. Ladisa graduated
in audit from ExpertSuisse in Switzerland, and as a chartered accountant from the Autorité de Surveillance des Réviseurs
in Switzerland.
Eric Pellaton has served
as a member of the Board since May 2020. Mr. Pellaton is an investor in several startup companies involved in different fields: in Real
Estate Holdings, Sofia Rental (Bulgaria), a company that buys, sells and manages apartments and a luxury hotel, where has been a partner
and investor since 2000; in ZeroBoundary Inc (USA), from 2001 until 2018, a company involved in project management and leadership development
products and services, in face-to-face and e-learning delivery formats which he co-founded; in Pelican Packaging (USA), a company involved
in die packaging for the semiconductor industry, where he acted as partner and investor from 2002 until 2007; in ACN (Switzerland), a
company that develops electronic chips that can transfer inter-net/video/audio information through the power line, and in Seyonics (Switzerland),
a company specialized in Nano liter dispensing system (syringe), where, in both cases, he has been acting as investor and advisor since
2003; in Visage Pro USA, a company involved in skin care products with organic cream ranging from anti-aging to burn issues, where he
was a partner and investor between 2005 and 2018;and in Solar Rain (USA), a company involved in salt water and dirty water purification
systems for drinking water, where he has been a partner and investor since 2008. Prior to that, Mr. Pellaton held different positions
from sales, service, management, CEO and Chairman in the field of automation and robotics at Ismeca Group from 1981 to 2000. Ismeca was
producing equipment for the Electronic, Medical, Watches and Car Industries all over the world. Mr. Pellaton also owns a patent in RFID
technology. Mr. Pellaton graduated as an Electronic/Electro technique Engineer from Ecole Technique Supérieure du Locle, Switzerland.
Hans-Christian Boos is
has served as a member of the Board since January 2021 and as our Chief Technology Officer since February 2021. Mr. Boos is the founder
of arago GmbH and has been its managing director since its establishment in 1995. Mr. Boos serves as member of the board of directors
of OK2Roam based in the United Kingdom since 2020, as a board advisor for SEKAI based in Malta since 2021, as adviser to the Federal Government
of Germany since 2017 and to Alpha Invest Capital based in Luxembourg since 2018. Mr. Boos also serves as curator of the Deutsche Telekom
Stiftung since 2020. An expert in graph theory and decision systems, Hans-Christian Boos studied computer sciences at ETH Zurich, Switzerland,
as well as at the Technical University of Darmstadt, Germany. Mr. Boos did research in U.S. and European institutions and was awarded
the John F. Kennedy National Leadership Award in 2003 for exceptional achievements in the IT sector.
Senior Management
Pedro Fuentes Perez
serves as our Chief Security Officer. Mr. Fuentes is responsible for the PKI platforms and compliance, ensuring the worldwide accreditation
of WISeKey's certification services, our product strategy, leading projects and customer support worldwide. He is a senior specialist
in information security and PKI in particular with more than 20 years of active work in these areas as a certified professional (CISM,
ISO27000, MSCP and others). Mr. Fuentes joined WISeKey in 2009 to reinforce the eSecurity Business Unit. Prior to joining WISeKey, he
worked at Siemens as responsible for the cybersecurity product line for southern Europe, managing key projects for national identity and
leveraging eGovernance services through the integration of eSecurity techniques in business processes. Mr. Fuentes obtained a high degree
in Computer Science from the Polytechnic University of Valencia, Spain.
Pierre Maudet is our
Chief Digital Transformation Officer. A direct report to the CEO, Mr. Maudet acts as a facilitator, introducing new business opportunities
and boosting business leads, in an environment of constant innovation and adaptation to a digital society in profound mutation. Mr. Maudet
has a very good knowledge of the political field and is a fine analyst of digital change. Prior to joining WISeKey in 2021, Mr. Maudet
held numerous elective offices. He has accumulated nearly 15 years of experience as a magistrate, first as Mayor of Geneva (2007-2012)
and then as State Councilor (Minister) of Geneva in charge of security, economy and digital technology. Prior to his elective mandates,
Mr. Maudet held senior positions in the Swiss army, and worked as a freelancer in the event industry. Mr. Maudet qualified with a Master’s
degree in law from the University of Fribourg, Switzerland.
68
Carlos Moreno is our
Vice President of Strategic Partnerships. Mr. Moreno has more than 30 years of experience in Sales Engineering, Sales Management and Business
Development. He has worked extensively on strategic projects for both national and multinational companies in the public, financial and
industrial sectors throughout his career at Banque Worms, Infogestion, Sopra Steria Informatique, Deutsche Bank, Uniface, Compuware and
BMC Software. He has held management and executive roles in the areas of people management, sales coaching, market analysis, establishment
and implementation of account plans. He joined WISeKey in 2006 as sales director for Switzerland and held several operational positions
before being appointed Vice President of Strategic Partnerships to oversee commercial relationships with strategic customers and helm
market analysis and go-to-market strategies. He qualified in Business and administration with the Commercial School Nicolas Bouvier in
Geneva, Switzerland, and obtained a qualification as Programmer Analyst with the IEPIGE Institute in Geneva, Switzerland.
John O’Hara serves
as our International Financial Controller. A qualified chartered accountant, Mr. O’Hara has many years of experience in Controllership,
Financial Planning and Analysis and Finance Transformation. Prior to joining WISeKey in 2018, Mr. O’Hara worked for Jesuit Worldwide
Learning, where he served as the Global Financial Controller. Prior to joining Jesuit Worldwide Learning, Mr. O’Hara spent three
years with Deloitte LLP as the Finance Director for their Tax service line. Prior to joining Deloitte, Mr. O’Hara served as the
Financial Controller for Marsh and McLennan Companies for seven years. Prior to joining Marsh and McLennan Companies, Mr. O’Hara
served as the Group Accountant for Chelsea FC plc for three years. Prior to joining Chelsea FC plc, Mr. O’Hara worked for Grant
Thornton LLP in the audit department for six years. In addition to his chartered accountant qualification (FCA) with the Institute of
Chartered Accountants in England and Wales (ICAEW), UK, Mr. O’Hara holds a BA (Hons) in Economics from Durham University, UK.
Nathalie Verjus serves
as our Company Secretary and Financial Planning & Reporting Manager. A qualified chartered accountant, Ms. Verjus has a solid background
in compliance and finance, combined with project management and operational experience. Prior to joining WISeKey in 2016, Ms. Verjus worked
for Tyco International, where she served as EMEA Controllership Senior Manager, then Finance Transformation Senior Project Manager, before
becoming Operational Excellence Lead and Head of a Business Unit. Prior to joining Tyco International, Ms. Verjus spent four years with
PricewaterhouseCoopers UK in Audit and Risk Assurance. Prior to joining PricewaterhouseCoopers, Ms. Verjus served as Project Manager and
Export Administration Manager for NACCO Industries. In addition to her chartered accountant qualification (ACA) with the Institute of
Chartered Accountants in England and Wales (ICAEW), UK, Ms. Verjus holds an MA in International Business Administration for Bournemouth
University, UK, and a Master’s in International Business from the EDC Paris Business School in Paris, France.
Bernard Vian serves
as General Manager of WISeKey Semiconductors. Prior to our acquisition of WISeKey Semiconductors SAS, Mr. Vian served as the Executive
Vice President of the Secure Transaction Business Division, Vice President of Business Development and Executive Vice President for Secure
Payments at INSIDE Secure SA. He came to INSIDE Secure from Gemplus (now renamed GEMALTO) where he served in several positions in Sales
Support and Marketing, in Europe and lately in California where he opened the Gemplus North America headquarter and served as Technical
Support Director for 5 years. Mr. Vian joined INSIDE Secure's team in 2002 as Business Development Vice President. He is a graduate of
the University of Aix-Marseille, France, with an engineering degree in Electronic Systems.
Alexander Zinser serves
as Chief Legal Officer. Prior to joining WISeKey, Mr. Zinser served ad-interim at the General Counsel Office for Ernst & Young Switzerland.
Prior to joining Ernst & Young Switzerland, Mr. Zinser served as Managing Counsel for SFR Tobacco International GmbH (formerly Reynolds
American Group) in Switzerland. Prior to working for SFR Tobacco International GmbH, Mr. Zinser served as Assistant General Counsel Europe
at the EMEA headquarter of Guardian Industries Europe S.à.r.l. in Luxembourg. Prior to working for Guardian Industries Europe S.à.r.l.,
Mr. Zinser served as senior attorney for Agilent Technologies International S.à.r.l., initially in Germany before transferring
to the European headquarter in Switzerland. Prior to working for Agilent Technologies International S.à.r.l., Mr. Zinser served
as Attorney-at-law for Graf von Westphalen Fritze & Modest in Germany. Mr. Zinser is a qualified Doctor of Laws from the University
of Kiel, Germany. He also holds a post-graduate degree in Comparative Law from the University of Strasbourg, France, a diploma in English
Law from the University of Birmingham, U.K., a Master of Laws from the University of Huddersfield, U.K., and an Executive MBA from the
University of Saint Gallen, Switzerland.
69
Family Relationship
There are no family relationships
among any of our executive and non-executive officers or directors.
Potential arrangements
There are no arrangements
or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected
as a director or member of senior management, other than the election of Hans-Christian Boos who was put forward for election as a director
in the context of the acquisition by WISeKey of a 51% shareholding in arago, which, prior to this transaction, was 100% indirectly owned
by Mr. Boos. We also note that Carlos Moreira has a significant shareholding in our company as disclosed in Item 7A. Major Shareholders.
B.
Compensation
Compensation of Directors
and Executive Officers
We are subject to the Ordinance
against Excessive Compensation with respect to Listed Companies issued by the Swiss Federal Council (the "Compensation Ordinance")
and the Directive on Information Relating to the Corporate Governance issued by the SIX (the "Corporate Governance Directive").
The Compensation Ordinance requires a "say on pay" approval mechanism for the compensation of the board of directors and the
executive management pursuant to which the shareholders must vote on the compensation of the board of directors and the executive management
on an annual basis. Accordingly, our Articles provide that the general meeting of shareholders must, each year, vote separately on the
proposals by the board of directors regarding the maximum aggregate amounts of:
·
the total compensation of the board of directors for the next term of office; and
·
the total compensation of the executive management for the period of the next fiscal year.
If the general meeting of
shareholders does not approve a proposal of the board of directors, the board of directors determines the maximum aggregate amount or
maximum partial amounts taking into account all relevant factors and submits such amounts for approval to the same general meeting of
shareholders, to an extraordinary general meeting of shareholders or to the next ordinary general meeting of shareholders for retrospective
approval. If the maximum aggregate amount of compensation already approved by the general meeting of shareholders is not sufficient to
also cover the compensation of persons newly appointed to or promoted within the executive management, such persons may be paid for each
of the following purposes an aggregate of up to 40% in excess of the total annual compensation of the respective predecessor or for a
similar pre-existing position: (i) as compensation for the relevant compensation period; and, in addition, (ii) as compensation for any
prejudice incurred in connection with the change of employment.
In the year ended December
31, 2021, the aggregate compensation paid to the members of our board of directors and our executive officers for services in all capacities
was CHF 9,209,000 (USD 10,076,460 at annual average rate). However, we note that the executive management compensation included
compensation in relation to prior fiscal periods as detailed below, and the compensation of the Board of Directors did not include option
agreements sent to our directors but not fully executed by them as detailed below. In the year ended December 31, 2021, the compensation
of Carlos Moreira, as the company's highest paid executive, was CHF 5,555,000 (USD 6,078,264 at annual average rate), including
CHF 3,235,000 (USD 3,539,727 at annual average rate) in relation to prior fiscal periods.
The tables below show the
amount of compensation paid and benefits in kind granted to our non-executive and executive directors for the year ended December 31,
2021 as disclosed in our 2021 annual report, as well as the breakdown of the compensation relating to prior fiscal periods to the executive
management. Options granted to our non-executive and executive directors in the year ended December 31, 2021 and not yet exercised as
at December 31, 2021 are listed in Item 6.E. Share Ownership.
70
Compensation
of the Board of Directors of WISeKey International Holding AG
for the 12 months ending December 31, 2021
CHF'000
1
Function
Board
Fee2
Additional
Fees3
Other
Stock Based Compensation4
Total
Compensation
Hans-Christian
Boos6
Board Member
—
325
—
325
Philippe
Doubre7
Board
Member, NCC5 Member
64
—
100
164
David Fergusson
Board Member, NCC Chairman, Audit
Committee Member
71
—
—
71
Jean-Philippe Ladisa
Board Member, Audit Committee
Chairman
94
—
—
94
Eric
Pellaton
Board
Member, NCC Member
77
—
—
77
Total
Board Members
306
325
100
731
1
Board members are remunerated in Swiss Francs (CHF).
2
Board fees can be paid in a mix of cash and
options.
The cash fee voted by the Board as remuneration to Board Members is disclosed in application of the accrual-based principle if not paid
as at the end of the reporting period. In 2021, Board members received their full cash compensation up until December 31, 2021.
Options are deemed granted in line with US GAAP
standards when both parties, WISeKey and the Director, have acknowledged the grant. Per company practice, this is materialized by the
signature of the option grant agreement. In 2021, some option grant agreements relating to fiscal year 2021 were not signed by Directors.
As such they are not deemed granted and are not accounted for in the financial statements of fiscal year 2021 and are not included in
the above table.
3
Additional fees relate to services other than Board duties rendered to the Company.
4
Other stock based compensation refers to stock based compensation for services other than Board services.
The amount shown reflects the fair value of options granted in line with US GAAP standards. The options granted were valued using the Black-Scholes method, using the market price of WIHN shares at the relevant date. Options are deemed granted in line with US GAAP standards when both parties, WISeKey and the Director, have acknowledged the grant. Per company practice, this is materialized by the signature of the option grant agreement.
5
Nomination & Compensation Committee
6
The amount disclosed under Additional Fees for Mr. Boos relates to his compensation as employee of arago GmbH, as recorded in the consolidated financial statements of the WISeKey Group since the acquisition of a controlling interest into arago GmbH, i.e., for the period from February 1, 2021 to December 31, 2021.
7
The amount disclosed under Other Stock Based Compensation for Mr. Doubre relates to consulting services rendered to WISeKey.
We note that the following
option agreements sent to members of the Board during fiscal year 2021 and in relation to fiscal year 2021 were not signed by the respective
director and therefore not deemed granted in line with US GAAP standards. As such, these were not recorded in our audited consolidated
financial statements for fiscal year 2021 and are not included in the Board fee disclosed in the table presented in section 5.1. We provide
below the estimated value of these ungranted options based on the market price of a Class B Share on December 31, 2021, however
the actual grant amount may differ significantly on the date the options are deemed granted.
·
The option agreements sent Mr. David Fergusson for the full year 2021 were not signed. Based on the market
price of a Class B Share on December 31, 2021, the grant would represent an estimate expense of CHF 23,266.
·
The option agreement sent Mr. Philippe Doubre for the period from October 1, 2021 to December 31, 2021
was not signed. Based on the market price of a Class B Share on December 31, 2021, the grant would represent an estimate expense of CHF 8,212.
·
The option agreement sent Mr. Eric Pellaton for the period from October 1, 2021 to December 31, 2021 was
not signed. Based on the market price of a Class B Share on December 31, 2021, the grant would represent an estimate expense of CHF 5,948.
71
Compensation of the Executive Management of WISeKey International AG
for the 12 months ending December 31, 2021
CHF'000
1
Function
Base
Salary2
Annual
Incentive
Additional
Fees3
Stock Based
Compensation4
Other
Compensation5
Total
Compensation
Highest Paid Executive
Carlos Moreira
Chairman of the Board,
Chief Executive Officer
780
791
—
1,506
2,478
5,555
Peter Ward
Board Member,
Chief Financial Officer
585
380
—
1,811
147
2,923
Total Executive Management
1,365
1,171
—
3,317
2,625
8,478
1
The
executive management members are remunerated in Swiss Francs (CHF).
2
Base salary includes employee social security costs, accrued salaries and accrued bonuses.
3
Additional Fees include fees paid for special services rendered to the Company.
4
The amount shown reflects the fair value of options granted in line with US GAAP standards. The options granted are valued using the Black-Scholes method at the grant date, using the market price of WIHN shares. In 2021, equity stock options were granted in relation to the Executive Management compensation approved and voted for prior fiscal years, but that were never granted in prior periods. Detailed explanations are provided below this table.
5
Other compensation includes
pension contributions, employer social charges, lump-sum expenses and parking charges paid by the Company. In 2021, Other
compensation also included the payment in cash of equity stock options due in relation to prior periods and to 2021. Detailed
explanations are provided below this table.
The Executive package includes
equity stock options in its variable compensation. For each of the fiscal years 2017 to 2021, the equity stock options on Class B Shares
included in the Executive package were approved by the Board and included in the remuneration package voted by the General Meeting. However,
the approved equity stock options were not actually granted in prior periods.
In 2021, the Board approved
the grant of all equity stock options on Class B Shares due to the Executive Management for the fiscal years 2017 to 2021, the conversion
of a percentage of these options on Class B Shares into options on Class A Shares, and the conversion of one third of the options on Class
B Shares due to Mr. Carlos Moreira for each fiscal year into a payment in cash. The conversion price for the cash payment was the yearly
volume-weighted average price of a Class B Share per Bloomberg as at December 31 of the relevant year. The options granted were valued
using the Black-Scholes method, using the market price of WIHN Class B Shares at the grant date in line with US GAAP standards.
72
The following table provides
details on the compensation amounts settled in 2021, that relate to prior fiscal years.
Compensation
of the Executive Management of WISeKey International Holding AG
allocated
by fiscal year
CHF'000
1
Remuneration
for the fiscal year disclosed in prior remuneration reports
Out-of-period
adjustments2
Equity
stock options granted in 2021 in relation to prior years3
Equity
stock options in relation to prior years converted into a cash payment in 2021
Total
Compensation
Fiscal Year 2021
Carlos Moreira
5,555
(3,235
)
n/a
n/a
2,320
Peter Ward
2,923
(1,448
)
n/a
n/a
1,475
Total
Executive Management for Fiscal Year 2021
8,478
(4,683
)
n/a
n/a
3,795
Maximum
aggregate amount of compensation of the members of the Executive Management voted by the General Meeting for Fiscal Year 2021
6,000
Fiscal Year 2020
Carlos Moreira
3,521
—
301
202
4,024
Peter Ward
1,159
—
362
—
1,521
Total
Executive Management for Fiscal Year 2021
4,680
—
663
202
5,545
Maximum
aggregate amount of compensation of the members of the Executive Management voted by the General Meeting for Fiscal Year 2020
6,000
Fiscal Year 2019
Carlos Moreira
3,591
(1,566
)
301
352
2,678
Peter Ward
3,021
(1,390
)
362
—
1,993
Total
Executive Management for Fiscal Year 2019
6,612
(2,956
)
663
352
4,671
Maximum
aggregate amount of compensation of the members of the Executive Management voted by the General Meeting for Fiscal Year 2019
5,500
Fiscal Year 2018
Carlos Moreira
1,053
—
301
461
1,815
Peter Ward
861
—
362
—
1,223
Total
Executive Management for Fiscal Year 2018
1,914
—
663
461
3,038
Maximum
aggregate amount of compensation of the members of the Executive Management voted by the General Meeting for Fiscal Year 2018
4,500
Fiscal Year 2017
Carlos Moreira
976
—
301
1,016
2,293
Peter Ward
940
—
362
—
1,302
Total
Executive Management for Fiscal Year 2017
1,916
—
663
1,016
3,595
Maximum
aggregate amount of compensation of the members of the Executive Management voted by the General Meeting for Fiscal Year 2017
3,000
1
The executive management members are remunerated in Swiss Francs (CHF).
73
2
In 2021, the Out-of-period adjustment represents the full grant value of the equity stock options granted, and the cash paid following the conversion of part of the equity stock options, included in the compensation package of the Executive Management approved for fiscal years 2017 to 2020. In 2019, in line with the remuneration report of the period, the stock-based compensation granted to the members of the Executive Management during fiscal year 2019 was a compensation for services rendered by the Executive Management in fiscal years 2015 and 2016.
3
The amount shown reflects the fair value of options granted in line with US GAAP standards. The options granted are valued using the Black-Scholes method at the grant date, using the market price of WIHN Class B Shares.
Disclosure of the amount set
aside by us to provide pension, retirement or similar benefits to members of our board of directors or executive officers is not required
in Switzerland and is not otherwise disclosed by the Company.
Disclosure of compensation
to our senior management is not required in Switzerland and is not otherwise publicly disclosed by the Company.
Annual Incentive Plan
Compensation for our executive
directors and senior management includes a bonus. Our annual incentive plan is designed to encourage management to achieve pre-established
performance goals, both short-term and long-term.
The annual incentive plan
for our executive directors is approved by our nomination and compensation committee which then submits it for approval by our board of
directors. It is included in the total compensation that the shareholders must vote on, on an annual basis, as described above.
Share-based Compensation
We maintain an Employee Stock
Option Plan ("ESOP") which was transferred from WISeKey SA for the benefit of our directors, employees and consultants. Options
issued under the ESOP to our directors for compensation entitle the participant to WISeKey Class B shares or WISeKey Class A shares at
the ratio of 1:1, at an exercise price equal to the nominal value of WISeKey Class B shares and WISeKey Class A shares of, respectively,
CHF 0.05 and CHF 0.01, with immediate vesting and expiring on the seventh anniversary of the grant date. Each grant is subject
to the approval of the board of directors who may, in line with the terms and conditions of the ESOP, amend the terms of the grant.
C.
Board Practices
Our articles of association
provide that our board of directors consists of a minimum of three and a maximum of 12 directors. Our board of directors currently consists
of seven members. Each director is elected for a one-year term. The current members of our board of directors were elected at an annual
shareholders' meeting held on May 25, 2021 to serve until our next annual general shareholders meeting and until their successors are
elected at such next annual general meeting. Please also refer to Item 6.A. Directors and Senior Management above for further details
regarding the periods of service of each of our current directors and senior managers.
Other than with respect to
our directors that are also executive officers, we do not have written agreements with any director providing for benefits upon the termination
of his or her engagement with our company.
As a foreign private issuer,
we are permitted to follow certain home country corporate governance practices instead of those otherwise required under NASDAQ’s
rules for domestic U.S. issuers, provided that we disclose which requirements we are not following and describe the equivalent home country
requirement.
74
Board Independence
Currently, 4 of our 7 directors,
Philippe Doubre, David Fergusson, Jean-Philippe Ladisa and Eric Pellaton, are considered "independent" under the NASDAQ rules,
therefore we comply with NASDAQ Listing Rule 5605 (b)(1) which requires an issuer to maintain a majority of independent directors. Under
the Swiss Code of Best Practice for Corporate Governance (the "Swiss Code"), which is a non-binding set of corporate governance
recommendations issued by economiessuisse and addressed to Swiss public companies, the majority of the board of directors is recommended
to be independent. Members of the board of directors are considered independent under the Swiss Code if they are non-executive members
of the Board of Directors who have never been a member of the company's executive management, or who were not members of the company's
executive management during the preceding three years, and who have no or only comparatively minor business relations with the company.
The Swiss Code is not binding and follows a "comply or explain" principle. We are not subject to NASDAQ Listing Rule 5605 (b)(2)
that requires that independent directors must have regularly scheduled meetings at which only independent directors are present.
Board Diversity
The table below provides certain
highlights of the composition of our board members and nominees. Each of the categories listed in the below table has the meaning as it
is used in Nasdaq Rule 5605(f ):
Board Diversity Matrix as of March 31, 2022
Country of Principal Executive Offices
Switzerland
Foreign Private Issuer
Yes
Disclosure Prohibited Under Home Country Law
No
Total Number of Directors
7
Part I: Gender Identity
Female
Male
Non-Binary
Did Not Disclose Gender
Directors
-
7
-
-
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction1
6
LGBTQ+
-
Did Not Disclose Demographic Background
1
1 As a Swiss company, we have assessed
the criterion of underrepresented individuals relying on the data made available by the Swiss Federal Statistical Office (https://www.bfs.admin.ch/bfs/en/home.html).
In particular, we have used the distribution of the national languages (https://www.bfs.admin.ch/bfs/en/home/statistics/population/languages-religions/languages.html)
to analyze the diversity of our Board in relation to the language representation in Switzerland.
In our current Board, four
directors are domiciled in Switzerland, two are domiciled in the United States, and one is domiciled in Germany. The nationalities of
our directors include Swiss, American, British, Canadian, German and Italian. In addition, two of our directors self-identify as Hispanic.
Board Committees
Our board of directors has
established an audit committee, a nomination and compensation committee, and a strategy committee.
75
Audit Committee
The audit committee consists
of Jean-Philippe Ladisa (Chairman) and David Fergusson. The Audit Committee currently consists of only two members. Swiss statutory law
does not require a specific number of Audit Committee members and therefore our practice varies from NASDAQ Listing Rule 5605(c)(2) which
requires an Audit Committee of at least three members. The audit committee consists exclusively of members of our board of directors who
are financially literate. Our board of directors has determined that all members of the audit committee satisfy the "independence"
requirements set forth in Rule 10A-3 under the Exchange Act and under the rules of NASDAQ. The members of the audit committee are appointed
by our board of directors. The Audit Committee has a charter that complies with Swiss law, but does not fully comply with the requirements
of NASDAQ Listing Rule 5605(c)(1).
The audit committee is responsible
for, among other things:
·
overseeing our accounting and financial reporting processes and the audits of our financial statements;
·
the compensation, retention and oversight of the work of our independent registered public accounting
firm and statutory auditors who are appointed by the shareholders pursuant to Swiss corporate law;
·
our accounting policies, financial reporting and disclosure controls and procedures;
·
the quality, adequacy and scope of external audit;
·
our accounting compliance with financial reporting requirements; and
·
the management's approach to internal controls with respect to the production and integrity of the financial
statements and disclosure of our financial performance.
Nomination and Compensation
Committee
Our nomination and compensation
committee consists of David Fergusson (Chairman), Philippe Doubre and Eric Pellaton. Our board of directors has determined that each of
the members of the nomination and compensation committee is independent under NASDAQ’s listing standards. We follow our home country
standards with respect to the responsibilities of our Nomination and Compensation Committee. Our board of directors has adopted a charter
for the Nomination and Compensation Committee that complies with Swiss law but, which does not, however, fully comply with the requirements
of NASDAQ Listing Rules 5605(d)(1) and (d)(3). Thus, the Nomination and Compensation Committee practice varies from the requirements of
NASDAQ Listing Rules 5605(d)(1) and (d)(3).
The primary purpose of our
nomination and compensation committee is to discharge our board of directors' responsibilities to oversee our compensation policies, plans
and programs, and to review and determine the compensation to be paid to our executive officers, directors and other senior management,
as appropriate. We are subject to the Swiss Ordinance against Excessive Compensation in Listed Companies (the "Compensation Ordinance")
issued by the Swiss Federal Council, known as the "say-on-pay" rule. As a result of the say-on-pay rule, the members of the
nomination and compensation committee must be elected by our shareholders at the annual general meeting for a one-year term and the aggregate
compensation of our board of directors and executive officers must also be approved by our shareholders. Pursuant to the Swiss Code, all
members of a nomination committee must be independent.
The nomination and compensation
committee is responsible, among other things to:
·
review and recommend to our board of directors the compensation of our directors based on the aggregate
compensation approved by our shareholders;
·
review and approve, or recommend that our board of directors approve, the terms of compensatory arrangements
with our executive officers;
76
·
review and approve, or recommend that our board of directors approve, incentive compensation and equity
plans, and any other compensatory arrangements for our executive officers and other senior management, as appropriate;
·
identify, evaluate and select, or recommend that our board of directors approve, nominees for election
to our board of directors and new members of the executive management and their terms of employment; and
·
consider and make recommendations to our board of directors regarding the composition of the committees
of the board of directors.
Strategy Committee
Our strategy committee currently
consists of two members of the board of directors: Carlos Moreira (Chairman) and Peter Ward. The strategy committee advises the board
of directors on all strategic matters, including acquisitions, divestments, joint ventures, restructurings and similar matters. The strategy
committee continuously reviews our strategic direction and assesses the impact of changes in the environment on us. The members of the
Strategy Committee are appointed by our board of directors.
Quorum requirements
In accordance with Swiss law
and generally accepted business practices, our Articles of Association do not provide for quorum requirements generally applicable to
general meeting of shareholders. Our practice varies from NASDAQ Listing Rule 5620(c), which requires an issuer to provide in its bylaws
for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding voting stock.
Solicitation of proxies
Our Articles of Association
provide for an independent proxy holder elected by the shareholders at a general meeting of shareholders and prohibit, in accordance with
Swiss law, the institutional representation of shareholders by our corporate representatives at a general meeting of shareholders. We
must further submit to shareholders an invitation to the general meeting twenty calendar days prior to the general meeting date, indicate
in such invitation the items on the agenda of the general meeting and provide together therewith other relevant documents for the general
meeting, such as our annual report, the meeting admission card and the proxy card. However, Swiss law does not have a regulatory regime
for the solicitation of proxies and thus, our practice varies from NASDAQ Listing Rule 5620(b) that sets forth certain requirements regarding
the solicitation of proxies.
Shareholder approval
Under Swiss law, we are not
generally required to obtain shareholder approval for the issuance of securities in connection with certain events such as the acquisition
of stock or assets of another company, the establishment of or amendments to equity-based compensation plans for employees, a change of
control and certain private placements. While Swiss law does broadly require us to obtain shareholder approval for any issuance of new
shares, irrespective of the relevant event, Swiss law permits us to rely in certain circumstances on a share issuance pre-authorization
of shareholders granted to our board of directors prior to the occurrence of events of the aforementioned nature. Further, we have, in
accordance with Swiss law, opted out from the statutory requirement that an acquirer of voting rights attached to our shares exceeding
33 1/3% – the relevant "change of control" threshold under Swiss law for public companies – submit a mandatory public
takeover offer to our shareholders. To some extent, our practice therefore varies from the requirements of NASDAQ Listing Rule 5635, which
generally requires an issuer to obtain shareholder approval for the issuance of securities in connection with such events.
77
Third party compensation
Swiss
law does not require that we disclose information regarding third party compensation of our directors or director nominees, except where,
in each case with respect to serving directors, such compensation directly or indirectly affects (potential) assets of the Company or
one of its subsidiaries, or where because of the third party compensation a risk of conflicts of interest or dependency of the director
on such third party exists. As a result, our practice varies from the third party compensation requirements of NASDAQ Listing Rule 5250(b)(3).
Related party transactions
Our board of directors, or
a committee of our board of directors composed of directors not subject to the potential conflict, is required to conduct an appropriate
review and oversight of all related party transactions for potential conflict of interest situations on an ongoing basis.
Voting Rights
We do not have the authority
to disparately reduce or restrict the voting rights of existing stockholders of our listed common stock (Class B), including by issuing
(a) stock with voting rights that are superior to those of outstanding listed common stock or (b) stock with voting rights that are inferior
to those of outstanding listed common stock through an exchange offer, except where the general meeting of shareholders resolves, with
a majority of two-thirds of voting rights associated with the shares, and the absolute majority of the par value of the shares, in each
case as represented at the general meeting of shareholders, on the issuance of privileged voting rights stock, including as part of a
separate class of stock.
Code of Conduct
We have followed Swiss law
which does not require a company to have a Code of Conduct applicable to all directors, officers and employees. As a result, our practice
varies from NASDAQ Listing Rule 5610 which requires a publicly available Code of Conduct. We do, however, expect ethical behavior from
all of our directors, officers and employees.
78
D.
Employees
As at December 31, 2021, we
had 136 employees, of which 20 were located in Switzerland, 42 were located in France and 50 were located in Germany. The following table
shows the breakdown of our workforce of employees and contractors by category of activity as at the dates indicated:
Headcount breakdown
As at December 31,
Area of Activity
2021
2020
2019
Cost of sales
18
5
4
Research and development
45
27
29
Selling and marketing
32
24
23
General and administrative
41
25
28
Total
136
81
84
With respect to French employees,
French labor laws govern the length of the workday and workweek, minimum wages for employees, procedures for hiring and dismissing employees,
determination of severance pay, annual leave, sick days, advance notice of termination of employment, equal opportunity and anti-discrimination
laws and other conditions of employment. French labor laws also impose the creation of a worker's council for companies employing 50 people
or more. Although WISeKey Semiconductors SAS reduced its headcount to below 50 in 2021, the workers' council has been elected for a term
ending in January 2023 and remains in place until the end of its term. There are no employees of WISeKey Semiconductors SAS representing
labor unions at the workers' council.
As at December 31, 2021, we
also have 3 independent contractors in Germany and 2 in France. We maintain close cooperation with each of these independent contractors.
We have never experienced
any labor-related work stoppages or strikes and believe our relationships with our employees and independent contractors are agreeable.
E.
Share Ownership
See Item 7.A. Major Shareholders
for a list of beneficial ownership of our shares as at December 31, 2021.
The table below shows the
beneficial share ownership of the persons listed in above subsection 6.A, including any shareholding by their related parties.
As at
December 31, 2021
Name
Number of Class A Shares held
Percentage of Class A Shares(1)
Number of Class B Shares held
Percentage of Class B Shares(1)
Number of options on Class A Shares held(2)
Number of options on Class B Shares held(2)
Non-Executive Directors
Philippe Doubre
—
—
*
*
—
204,315(3)
David Fergusson
—
—
*
*
—
63,644(4)
Jean-Philippe Ladisa
—
—
*
*
—
25,062
Eric Pellaton
—
—
*
*
—
31,027 (5)
Executive Directors
Carlos Moreira
39,836,513
99.5
731,623(6)
0.8
5,454,500
597,765(7)
Peter Ward
*
*
*
*
4,363,500
1,700,700
Hans-Christian Boos
—
—
—
—
—
—(8)
79
As at
December 31, 2021
Name
Number of Class A Shares held
Percentage of Class A Shares(1)
Number of Class B Shares held
Percentage of Class B Shares(1)
Number of options on Class A Shares held(2)
Number of options on Class B Shares held(2)
Senior Management
Pedro Fuentes Perez
—
—
—
—
—
123,495
Pierre Maudet
—
—
—
—
—
100,000
Carlos Moreno
—
—
—
—
—
152,000
John O’Hara
—
—
*
*
—
—
Nathalie Verjus
—
—
*
*
—
—
Bernard Vian
—
—
—
—
—
—
Alexander Zinser
—
—
*
*
—
—
*
Shareholding less than one percent of the class of shares and that has not been disclosed to shareholders
or otherwise made public.
(1)
Based on the total number of fully paid-in outstanding shares, in line with our share capital registered
with the commercial register of the Canton of Zug as at December 31, 2021.
(2)
Each option giving right to one Class B Share upon exercise.
(3)
Excluding 10,805 options pending agreement and therefore not considered as granted under US GAAP as at
December 31, 2021.
(4)
Excluding 30,612 options pending agreement and therefore not considered as granted under US GAAP as at
December 31, 2021.
(5)
Excluding 7,826 options pending agreement and therefore not considered as granted under US GAAP as at
December 31, 2021.
(6)
Includes 44,000 shares held by an immediate family member.
(7)
Includes 22,000 options held by an immediate family member.
(8)
As part of the transaction for the acquisition by WISeKey of a 51% shareholding in arago GmbH, Hans-Christian
Boos, through his wholly owned companies, Aquilon Invest GmbH and OGARA GmbH, was granted an option to convert his remaining 49% shareholding
in arago GmbH into 12,327,506 Class B Shares to be issued out of authorized capital, exercisable until January 26, 2026. The number of
shares to be delivered upon exercise of this option may be reduced as detailed in Item 7.B. Related Party Transactions – Transactions
with arago. As at December 31, 2021, Mr. Boos had not exercised his option to convert.
The terms of the options held
by directors and senior management are described in the following table:
Name
Number of options on Class A Shares held1
Number of options on Class B Shares held1
Exercise price of option
Date
of grant
per
U.S. GAAP
Expiration date of options
Non-Executive Directors
Philippe Doubre
—
17,317
CHF 0.05
February 12, 2019
February 11, 2026
Philippe Doubre
—
18,996
CHF 0.05
December 25, 2019
December 23, 2026
Philippe Doubre
—
5,713
CHF 0.05
April 27, 2020
April 23, 2027
Philippe Doubre
—
7,033
CHF 0.05
August 25, 2020
August 23, 2027
Philippe Doubre
—
10,187
CHF 0.05
November 19, 2020
November 16, 2027
Philippe Doubre
—
13,448
CHF 0.05
December 28, 2020
December 23, 2027
Philippe Doubre
—
6,368
CHF 0.05
May 10, 2021
May 4, 2028
Philippe Doubre
—
6,684
CHF 0.05
August 12, 2021
August 9, 2028
Philippe Doubre
—
8,569
CHF 0.05
October 22, 2021
October 18, 2028
Philippe Doubre
—
110,000
CHF 0.05
November 25, 2021
November 24, 2028
David Fergusson
—
11,052
CHF 0.05
April 11, 2019
February 11, 2026
80
David Fergusson
—
18,214
CHF 0.05
December 25, 2019
December 23, 2026
David Fergusson
—
5,381
CHF 0.05
June 10, 2020
April 23, 2027
David Fergusson
—
6,624
CHF 0.05
September 4, 2020
August 23, 2027
David Fergusson
—
9,589
CHF 0.05
December 24, 2020
November 16, 2027
David Fergusson
—
12,784
CHF 0.05
December 24, 2020
December 23, 2027
Jean-Philippe Ladisa
—
11,045
CHF 0.05
December 31, 2021
October 18, 2028
Jean-Philippe Ladisa
—
14,017
CHF 0.05
December 31, 2021
December 12, 2028
Eric Pellaton
—
1,682
CHF 0.05
August 27, 2020
August 23, 2027
Eric Pellaton
—
5,549
CHF 0.05
December 8, 2020
November 16, 2027
Eric Pellaton
—
8,299
CHF 0.05
January 6, 2021
December 23, 2027
Eric Pellaton
—
4,553
CHF 0.05
May 10, 2021
May 4, 2028
Eric Pellaton
—
4,778
CHF 0.05
December 31, 2021
August 9, 2028
Eric Pellaton
—
6,166
CHF 0.05
December 31, 2021
October 18, 2028
Executive Directors
Carlos Moreira
—
22,000
(2)
CHF 0.05
September 27, 2019
September 26, 2026
Carlos Moreira
—
575,765
CHF 0.05
November 25, 2021
November 24, 2028
Carlos Moreira
5,454,500
—
CHF 0.01
November 25, 2021
November 24, 2028
Peter Ward
—
573,400
CHF 0.05
September 27, 2019
September 26, 2026
Peter Ward
—
1,127,300
CHF 0.05
November 25, 2021
November 24, 2028
Peter Ward
4,363,500
—
CHF 0.01
November 25, 2021
November 24, 2028
Senior Management
Pedro Fuentes Perez
—
123,495
CHF 0.05
October 28, 2019
September 26, 2026
Pierre Maudet
—
100,000
CHF 0.05
December 1, 2021
May 1, 2028
Carlos Moreno
—
152,000
CHF 0.05
March 18, 2020
September 26, 2026
1
Each option giving right to one Class B Share upon exercise.
2
Includes 22,000 options held by immediate family members.
Each Class A Share and each
Class B Share give their respective owner one voting right.
Summary of Stock Plans
Employee Share Option Plan
We have the WISeKey Employee
Share Option Plan in place, last amended on November 24, 2021 (the "WISeKey Share Ownership Plan"). The WISeKey Share Ownership
Plan was originally adopted by WISeKey SA on January 1, 2012 as a continuation of the existing Stock Option Plans approved on December
31, 2007 and December 31, 2011, respectively, and, upon the listing of the Class B Shares on the SIX, amended to reflect the fact that
WISeKey International Holding Ltd is the ultimate parent of the Group.
Administration
Our board of directors administers
the WISeKey Share Ownership Plan and has full power to construe and interpret the WISeKey Share Ownership Plan, establish and amend rules
and regulations for the administration thereof, and perform all other actions relating thereto. Under the WISeKey Share Ownership Plan,
the members of the board of directors and executive management as well as other employees, advisors, consultants and other persons providing
services to us (the "Participants") may be granted options that entitle the respective Participant to receive a certain number
of Class B Shares or Class A Shares.
Subject in particular to the
limitations which may be determined from time to time by the board of directors, options granted to Participants shall vest gradually
on a straight line basis over a period of three years from the grant date, provided, however, that the Participant may not exercise any
options during the first year of employment or contractual relationship. Our board of directors may set shorter vesting periods for any
Participant. The exercise period shall be seven years. Subject to certain exceptions, upon termination of the employment or contractual
relationship between us or any of its subsidiaries or by the Participant, all options that are not vested held by the Participant shall
be immediately forfeited without value, while vested options may be exercised by the Participant pursuant to the WISeKey Share Ownership
Plan during a period of thirty days after the end of the employment or contractual relationship. The board of directors may grant options
to employees, members of management and consultants, whose terms and conditions deviate from the WISeKey Share Ownership Plan.
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Authorized Shares
As at December 31, 2021, the
maximum number of our Class B Shares that may be issued to employees and Board members out of our conditional capital under our WISeKey
Share Ownership Plan is 6,300,000 Class B Shares and 12,000,000 Class A Shares, based on the share capital of the Company registered with
the commercial register of the Canton of Zug as at December 31, 2021.
Under the current plan, as
at December 31, 2021, we had a total number of 3,811,644 options outstanding, vested and non-vested, each of which entitles the respective
Participant to receive an equal number of Class B Shares. Of these options, 552,042 have been granted to our advisors and 3,259,602 to
our employees, contractors or Board members. Under the current plan, as at December 31, 2021, we also had a total number of 9,818,000
options outstanding, all vested and granted to employees and Board members, each of which entitles the respective Participant to receive
an equal number of Class A Shares. As of December 31, 2021, respectively 529,330 options on Class B Shares and nil option on
Class A Shares had been exercised out of our conditional capital under our WISeKey Share Ownership Plan but not yet registered with the
commercial register of the Canton of Zug as at December 31, 2021.
Plan Amendment or Termination
Our board of directors has
the authority to amend, suspend, or terminate our WISeKey Share Ownership Plan, provided that such action does not materially impair the
existing rights of any Participant without such Participant's written consent.
For further information on
the compensation of our directors and executive officers, see Item 6B. Compensation and for further information on our shareholders
and related party transactions policy, see Item 7. Major Shareholders and Related Party Transactions.
Item 7.
Major Shareholders and Related Party Transactions
A.
Major Shareholders
The following table sets forth
information with respect to the beneficial ownership of our Class A and Class B Shares as at December 31, 2021 for each beneficial owner
of 3% or more of our Class A and Class B Shares in line with the Swiss Financial Market Infrastructure Act ("FMIA") and the
rules and regulations promulgated thereunder.
Beneficial ownership is determined
in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole
or shared voting power or investment power with respect to those securities and include shares issuable upon the exercise of options,
warrants or other rights that are immediately exercisable or exercisable within 60 days of March 30, 2022. Percentage ownership calculations
for each beneficial owner are based on 40,021,988 fully-paid and outstanding Class A Shares and 96,222,493 fully-paid and outstanding
Class B Shares, as issued as at March 30, 2022, increased by the shares issuable to such beneficial owner within 60 days of March 30,
2022.
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Name of beneficial owner
Total Class A Shares
Total Class B Shares
Total % of Outstanding Class A Shares(1)
Total % of Outstanding Class B Shares(1)
% Voting Power(2)
Carlos Moreira
45,291,013
(3)
1,329,388
(3)
99.6
1.4
32.8
Joel Arber
—
15,015,744
(4)
—
13.5
9.9
Moez Kassam
—
20,324,001
(5)
—
17.8
13.2
(1) Based
on the total number of fully paid-in outstanding Class A Shares and Class B Shares as issued as at March 30, 2022, increased, for each
beneficial owner, by the shares issuable to such beneficial owner within 60 days of March 30, 2022.
(2) Based
on the total number of fully paid-in outstanding Class A Shares and Class B Shares as issued as at March 30, 2022, increased, for each
beneficial owner, by the shares issuable to such beneficial owner within 60 days of March 30, 2022, less 39,904 Class B
shares held as treasury shares as at March 30, 2022.
(3) The
Total Class A Shares includes 5,454,500 options on Class A Shares held directly by Carlos Moreira. The Total Class B Shares includes 597,765
options on Class B Shares held directly by Carlos Moreira, and 44,000 shares and 22,000 options held by Mr. Moreira’s immediate
family members. The options are immediately exercisable, subject to the holder not being in a restricted period. Each option on Class
A Shares gives the holder the right to acquire one Class A share. Each option on Class B Shares gives the holder the right to acquire
one Class B share. If Mr. Moreira were to convert all of his Class A Shares into Class B Shares assuming a conversion ratio of 5:1, he
would beneficially own 10,387,590 Class B Shares, which would be 9.9% of the total percentage of outstanding Class B Shares increased
by the 9,058,202 Class B Shares that would result from the conversion of Mr. Moreira’s Class A Shares and the 575,765 and 22,000
Class B Shares that would result from the conversion of the options held by, respectively, Mr. Moreira and an immediate family member,
and 7.1% of the voting power based on the total number of fully paid-in outstanding Class A Shares and Class B Shares as issued as at
March 30, 2022, increased by the 9,058,202 Class B Shares that would result from the conversion of Mr. Moreira’s Class
A Shares and the 575,765 and 22,000 Class B Shares that would result from the conversion of the options held by, respectively, Mr. Moreira
and an immediate family member, less 39,904 Class B shares held as treasury shares as at March 30, 2022.
(4) This
total is based on the information known to the Company and includes 14,978,056 Class B Shares that would be immediately issuable or issuable
within 60 days of March 30, 2022, in relation to options and convertible instruments beneficially held by Mr. Arber.
(5) This
total is based on the information known to the Company and includes 18,078,656 Class B Shares that would be immediately issuable or issuable
within 60 days of March 30, 2022, in relation to options beneficially held by Mr. Kassam.
Regarding significant changes
in the percentage ownership held by any major shareholders during the past three years, on incorporation in November 2015, our Chairman
and CEO, Carlos Moreira contributed the full capital amount and was therefore the sole owner of the 10,000,000 Class A shares created
in our company. On March 02, 2016, Mr. Moreira contributed his shares in WiseTrust SA to us in consideration for our issuance to him of
30,021,988 Class A Shares, which brought his total shareholding in our company to 40,021,988 Class A Shares (see below Item 7.B. Related
Party Transactions). As a result, prior to the reverse acquisition on March 22, 2016 whereby WISeKey International Holding
AG acquired the operations of WISeKey SA, Carlos Moreira held 100% of the share capital and voting rights of the 'empty shell' company
WISeKey International Holding Ltd consisting of 40,021,988 Class A Shares. With the reverse acquisition, Carlos Moreira converted his
shareholding in WISeKey SA into WISeKey International Holding Ltd Class B Shares at the same terms and conditions of exchange offered
to all WISeKey SA shareholders, which increased his shareholding in our company by 160,700 Class B Shares representing 1.2% of outstanding
Class B Shares and bringing his voting rights to 74.3% as at March 22, 2016. Then upon the listing of our company on March 31, 2016,
Carlos Moreira entered into a lock-up agreement with several shareholders of Class B Shares whereby Mr. Moreira exchanged 11,421,320 of
his Class A Shares for 2,284,264 Class B Shares corresponding to a ratio of 5:1. This brought Mr. Moreira's holding respectively
to 71.5% of outstanding Class A Shares and 16.6% of outstanding Class B Shares, and his voting right to 56.8%, after the listing, as at
March 31, 2016. Simultaneously, each of the holders of Class A Shares entered into an agreement with the Company, according to which such
shareholder had given an undertaking not to sell or otherwise dispose of the Class A Shares. During the year 2017, Mr. Moreira carried
out another exchange of 1,956,602 Class B Shares for 9,783,015 Class A Shares, bringing his ownership to 95.9% of outstanding Class A
Shares and 2.0% of outstanding Class B Shares, and his voting right to 60.2% as at December 31, 2017. In 2018, a combination of exchange
of Class B Shares for Class A Shares and sale of Class B shares to the company as debt repayment changed Mr. Moreira's shareholding
to 38,508,733 Class A Shares and 259,995 Class B Shares, respectively 96.2% of outstanding Class A Shares and 0.9%
of outstanding Class B Shares. In 2019, Mr Moreira was granted 693,184 options on Class B Shares under the company’s ESOP.
In 2020, Mr. Moreira exercised the 693,184 ESOP options on Class B Shares he was granted in 2019. In 2021, Mr. Moreira carried out
two exchanges of a total of 265,556 Class B Shares for 1,327,780 Class A Shares, and was granted 5,454,500 options on Class A Shares
and 575,765 options on Class B Shares under the company’s ESOP bringing his ownership to 99.6% of outstanding Class A Shares
and 1.5% of outstanding Class B Shares, and his voting right to 34.3% as at December 31, 2021.
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In 2019, Peter Ward, a member
of our Board and our CFO, was granted 573,400 options on Class B Shares under the company’s ESOP. In 2021, Mr. Ward was granted
4,363,500 options on Class A Shares and 1,127,300 options on Class B Shares under the company’s ESOP bringing his ownership
to 10.2% of outstanding Class A Shares and 1.9% of outstanding Class B Shares, and his voting right to 4.6% as at December 31, 2021.
Our major shareholders do
not have different voting rights than other shareholders of the same class of shares.
As at December 31, 2021, based
on the list of registered shareholders, there were 5 record holders of our Class B shares showing as residing in the U.S., holding 29,250,856
of our Class B Shares, representing approximately 36.1% of our outstanding Class B Shares as at December 31, 2021. This includes
28,932,136 Class B Shares held under the name of The Bank of New York Mellon, the U.S. depositary bank for our ADSs, for which we have
no information on the country of residency of the beneficial owners of such ADSs.
We are not aware of any arrangement
that may, at a subsequent date, result in a change of our control.
B.
Related Party Transactions
Our Formation
WISeKey International Holdings
Ltd. was constituted as our parent company through a series of transactions commencing in March 2016.
Contribution of Shares of WiseTrust SA
On incorporation in November
2015, our Chairman and CEO, Carlos Moreira contributed the full capital amount and was therefore the sole owner of the 10,000,000 Class
A Shares created in our Company.
As of March 01, 2016, Carlos
Moreira held 100% of the equity interests in WISeTrust SA, a company that held the following assets:
·
a 19.4% interest in WISeKey SA, our predecessor;
·
the U.S. distribution rights to technology offered by WISeKey SA; and
·
a 50% equity interest in WISeKey USA, Inc., an operating company incorporated in Delaware, with a focus
on business opportunities in the United States, with the other 50% interest being held by WISeKey SA.
84
On March 02, 2016, Mr. Moreira
contributed his shares in WiseTrust SA to us in consideration for our issuance to him of 30,021,988 Class A Shares, which brought his
total shareholding in our company to 40,021,988 Class A Shares. The valuation of WiseTrust SA was based on its net assets as at December
31, 2015.
In March 2016, WISeKey International
Holding Ltd acquired the entire equity interest of WISe Trust SA against the issuance of 40,021,988 new shares, which, under the Articles,
are now Class A Shares. As a result, the Company acquired:
·
the U.S. distribution rights pertaining to the technology offered by WISeKey;
·
WISeTrust SA's 50% equity interest in WISeKey USA, Inc., an operating company incorporated in
Delaware, with a focus on business opportunities in the United States; the other 50% interest in WISeKey USA, Inc., is held by
WISeKey SA; and
·
WISeTrust SA's entire equity interest in WISeKey SA, which at the time of the contribution represented
approximately 19.4% of WISeKey SA's issued share capital.
WISeTrust SA was originally
the founders company incorporated before WISeKey SA and majority shareholders of WISeKey SA. When the founders incorporated WISeKey, they
transferred the international distribution rights pertaining to the technology to WISeKey SA with the exclusion of the US territory. Now
WISeKey International Holding Ltd owns 100% of all distribution rights.
85
Structure of the company
pre-contribution of the WiseTrust SA shares:
86
Structure of the company
post-contribution of the WiseTrust SA shares:
Contribution of Shares of WISeKey SA
In March 2016, immediately
following the contribution of shares of WiseTrust SA by Carlos Moreira described above, the holders of 90.9% of the remaining outstanding
shares of WISeKey SA, with a nominal value of CHF 0.01 per share, contributed their shares to us in exchange for 13,234,027 of our
Class B Shares with a nominal value of CHF 0.05 per share. This represented an exchange ratio of one of our Class B Shares for each
five shares of WISeKey SA contributed, corresponding to the ratio of the nominal value of one WISeKey SA share to the nominal value of
one of our Class B Shares.
87
The structure of our company
after the March 2016 share exchange described above was as follows:
In September 2017, following
bilateral negotiations, the holders of 4.51% of the shares of WISeKey SA that had not previously exchanged their shares contributed their
shares to us in exchange for 841,069 of our Class B Shares. This represented an exchange ratio of one of our Class B Shares for each five
shares of WISeKey SA. This ratio was determined based on a fairness opinion established by an independent financial advisor by applying
the "Praktikermethode". According to this methodology, (i) the valuation of our assets and (ii) the revenues of each
of our subsidiaries were valued relative to our total market capitalization as at September 20, 2017, and our total revenues for the six
months ended June 30, 2017, respectively. The asset and revenues value have been weighted appropriately, and based on this relative value,
the total equity value of WISeKey SA has been determined. The total equity value of WISeKey SA amounted to 22.4% of our market capitalization,
which supported the exchange ratio of 1:5. Nearly all of these shareholders committed not to transfer, sell, or otherwise dispose of the
Class B Shares obtained as a result of the share exchange until June 30, 2018.
In the year ending December
31, 2019, the holders of 0.23% of the shares of WISeKey SA that had not previously exchanged their shares contributed their shares to
us in exchange for 60,394 of our Class B Shares. The exchange ratio of our Class B Shares for WISeKey SA shares was calculated based on
the company’s capitalization at the time of the transaction.
In the year ending December
31, 2020, the holder of less than 0.01% of the shares of WISeKey SA that had not previously exchanged their shares contributed their shares
to us in exchange for 16,323 of our Class B Shares. The exchange ratio of our Class B Shares for WISeKey SA shares was calculated based
on the company’s capitalization at the time of the transaction.
88
The structure of our company
after the 2020 share exchange described above was as follows:
We do not currently hold the
remaining 4.25% of the outstanding equity interest in WISeKey SA which is held by approximately 30 shareholders. We may elect to acquire
these shares in the future through further bilateral negotiations or through a squeeze-out merger pursuant to the Swiss Merger Act. The
exchange ratio in connection with either such transaction would be determined at the time.
The table below includes a
brief description of our group subsidiaries:
Group Company Name
Country
of
incorporation
Year
of
incorporation
Share
Capital
%
ownership
as at December 31, 2021
%
ownership
as at December 31, 2021
Nature of business
WISeKey SA
Switzerland
1999
CHF
933,436
95.75%
95.75%
Main operating company. Sales and R&D services
WISeKey Semiconductors SAS
France
2010
EUR
1,298,162
100.0%
100.0%
Chip manufacturing, sales & distribution
WiseTrust SA
Switzerland
1999
CHF
680,000
100.0%
100.0%
Non-operating investment company
WISeKey ELA SL
Spain
2006
EUR
4,000,000
100.0%
100.0%
Sales & support
WISeKey SAARC Ltd
U.K.
2016
GBP
100,000
51.0%
51.0%
Non trading
WISeKey USA Inc1
U.S.A
2006
USD
6,500
100%*
100%*
Sales & support
WISeKey India Private Ltd2
India
2016
INR
1,000,000
45.9%
45.9%
Sales & support
WISeKey IoT Japan KK
Japan
2017
JPY
1,000,000
100.0%
100.0%
Sales & distribution
WISeKey IoT Taiwan
Taiwan
2017
TWD
100,000
100.0%
100.0%
Sales & distribution
WISeCoin AG
Switzerland
2018
CHF
100,000
90.0%
90.0%
Sales & distribution
WISeKey Equities AG
Switzerland
2018
CHF
100,000
100.0%
100.0%
Financing, Sales & distribution
WISeKey Semiconductors GmbH
Germany
2019
EUR
25,000
100.0%
100.0%
Sales & distribution
WISeKey Arabia - Information Technology Ltd
Saudi Arabia
2019
SAR
200,000.00
51.0%
51.0%
Sales & distribution
TrusteCoin AG3
Switzerland
2020
EUR
100,000
100.0%
51.0%
Sales & distribution
arago GmbH
Germany
1995
EUR
266,808
51.0%
n/a
Process automation using AI, sales and support
arago Da Vinci GmbH4
Germany
2007
EUR
25,000
51.0%
n/a
Sales & support
arago Technology Solutions Private Ltd4
India
2017
INR
100,000
51.0%
n/a
Sales & support
arago US Inc.4
U.S.A
2015
USD
25
51.0%
n/a
Sales & support
WISeKey Vietnam Ltd
Vietnam
2021
VND
689,400,000
95.75%
n/a
R&D
1 50% owned by WISeKey SA and 50% owned by WiseTrust SA
2 88% owned by WISeKey SAARC which is controlled by WISeKey International Holding AG
3 Formerly WiseAI AG, 100% owned by WISeKey International Holding AG from August 27, 2021
4 100% owned by arago GmbH
89
Sale of Class A Shares
In September 2017, February
2018, January 2021 and November 2021, the board of directors released previous holders of Class A Shares from the contractual transfer
restrictions existing pursuant to shareholders agreement to enable such holders to enter into private transactions with Mr. Carlos Moreira
to exchange their Class A Shares for Class B Shares held by Mr. Moreira. The table below shows the composition of the holders of
Class A Shares on the basis of the execution of these private share exchange transactions.
Name of Shareholder
Number
of Class A Shares Held
%
of Share Capital Registered in the Commercial Register*
%
Voting Rights**
Carlos Moreira
39,836,513
8.29%
31.09%
Peter Ward
185,475
0.04%
0.14%
Total as a Group
40,021,988
8.33%
31.23%
* Based
on the total number of fully paid-in outstanding Class A Shares and Class B Shares, as reflected in our share capital registered with
the commercial register of the Canton of Zug as at December 31, 2021.
** Based
on the total number of fully paid-in outstanding Class A Shares and Class B Shares, as reflected in our share capital registered with
the commercial register of the Canton of Zug as at December 31, 2021, less 7,201,664 Class B shares held as treasury shares
as at December 31, 2021.
Each of the above holders
of Class A Shares is bound by an agreement with us, according to which such shareholder has made the undertaking not to sell or otherwise
dispose of Class A Shares. However, each of the above shareholders has the right to request that at an item be included on the agenda
of our annual general meeting of shareholders, according to which Class A Shares will be, at the discretion of each holder of Class A
Shares, converted into Class B Shares, which are not subject to the agreed transfer restrictions.
Relationship with the International Organization
for Secure Electronic Transactions
The Organisation Internationale
pour la Sécurité des Transactions Electroniques, or OISTE, is a Swiss non-profit foundation that owns the cryptographic
rootkey we use. OISTE is acting as a trusted third party and not-for-profit entity in charge of ensuring that the Root of Trust remains
neutral and trusted. Two members of the foundation board of OISTE are also board members of our company: Carlos Moreira and Philippe Doubre.
The board of the OISTE foundation acts as a supervisory authority to ensure that the foundation acts in accordance with its purpose, and
complies with its articles of association and Swiss law. It also reviews the audited annual accounts and the annual report of the foundation.
Under Swiss law, the members of the board of a Swiss non-profit foundation are required to ensure that OISTE, as a Swiss non-profit foundation,
is independent of control by any third party.
The OISTE foundation's board
members are elected by a majority of the current active board members and, once elected, the member serves for an indeterminate period
of time. The OISTE foundation has a full General Corporate Governance Manual which covers the distribution of responsibilities within
the management structure, executive representation inclusive of the foundation Board Members and Policy Approval Authority Board Members,
and the signing authorities of the foundation.
The OISTE foundation has no
commercial activities and it uses its funding to organize events and launch Internet security projects with the UN, the World Economic
Forum and other NGOs. The OISTE foundation board members do not make any decisions on behalf of the OISTE foundation and serve as guardians
to ensure the foundation complies with its articles of association and carries out activities towards its stated purpose. We believe that
this ensures that no conflicts of interest may arise for the three board members of WISeKey who serve as board members of the OISTE foundation.
90
The OISTE foundation has a
second board, the “Policy Approval Authority Board”. The Policy Approval Authority Board is nominated by the foundation’s
board or directors and serves as the policy approval and enforcement entity for a specific domain within the OISTE RootKey. The Policy
Approval Authority Board is represented by members of the network of organizations using OISTE RootKey to secure their Certifications
Authorities (“CAs”) and create interoperability between other PKI Domains and CAs external to the network. This policy represents
Medium Assurance and Medium-Hardware Assurance Levels for public key digital certificates to ensure that the participating relying party
can be certain of the identity binding between the public key and the individual whose subject name is cited in the certificate. In addition,
it also reflects how well the relying party can be certain that the individual whose subject name is cited in the certificate is controlling
the use of the private key that corresponds to the public key in the certificate, and how securely the system which was used to produce
the certificate and (if appropriate) deliver the private key to the subscriber performs its task. This OISTE Policy Approval Authority
Board is consistent with the Internet Engineering Task Force (IETF) Public Key Infrastructure X.509 (IETF PKIX) RFC 3647, Certificate
Policy and Certification Practices Statement Framework. The Policy Approval Authority Board does not have any involvement in the appointment
of members of the OISTE foundation’s board of directors. Pedro Fuentes Perez, a member of the Policy Approval Authority Board is
a related party of the Company because he is a member of senior management of the Company.
In 2001, OISTE granted us
a perpetual license to exclusively use the cryptographic rootkey and develop technologies and processes based on OISTE's trust model.
The perpetual license agreement can only be terminated under limited circumstances, including if we were to move from the trust model
developed by OISTE and/or changing the location of the Root of Trust from Switzerland to another country. We have to pay royalties to
OISTE for the use of the cryptographic rootkey on the basis of the number of certificates issued to end users. Certain annual minimum
payments apply.
The Collaboration Agreement
signed between the OISTE and WISeKey SA on June 20, 2018 provides that:
a.
WISeKey shall be the preferred service provider of OISTE for the fulfilment of the OISTE objectives. WISeKey
shall benefit from the right to commercially exploit the Root Cryptographic Key Pairs and the associated Root Certification Authorities
held by OISTE, subject to the terms and conditions set forth in the Collaboration Agreement.
b.
WISeKey is the technical manager of the OISTE foundation for Global Cryptographic ROOTS Key, the global
certification authorities as well as the digital certificates for people, servers and objects as well as the storage of the four Global
Cryptographic ROOTS Key in WISeKey's Data Centre Bunker.
Those professional services
and storage facilities are against a payment of a fee specified in the Collaboration Agreement dated June 20, 2018.
c.
WISeKey is appointed as operator with an exclusive for the duration of this Collaboration Agreement.
d.
WISeKey is granted a non-sublicensable worldwide license to commercially exploit the Root Cryptographic
Key Pair(s) by providing certification services in conformity with the OISTE objectives.
e.
OISTE is entitled to the following yearly fees (excl taxes):
i.
Management Fee: CHF 120,000 in 4 equal instalments of CHF 30'000,
due and payable at the beginning of each quarter.
ii.
License Fee: CHF 96,000 in 4 equal instalments of CHF 24'000, due and payable at the beginning of each
quarter.
iii.
Royalty Fee: a certain percentage (the “Percentage”) of any certificate fees collected by
WISeKey for the issuance of certificates to end users (the “Certificate Fees”) on any given year since the signature of this
collaboration agreement (each, a “Contract Year”). The Percentage shall be 2.50%, to be reduced by 0.25% for each tranche
of Certificate Fees of CHF 1'000'000 in any given Contract Year, until it reaches 1.50%;
1.
CHF 1'000'000 at 2.50% = CHF 25'000.00
2.
CHF 2'000'000 at 2.25% = CHF 45'000.00
91
3.
CHF 3'000'000 at 2.00% = CHF 60'000.00
4.
CHF 4'000'000 at 1.75% = CHF 70'000.00
5.
CHF 5'000'000 at 1.50% = CHF 75'000.00
In the years ended
December 31, 2021, December 31, 2020 and December 31, 2019, OISTE invoiced WISeKey respectively CHF 320,000 (USD 350,143), CHF 351,125
(USD 374,300), and CHF 217,923 (USD 219,332).
In 2021, 2020 and
2019, WISeKey charged OISTE fees of, respectively, CHF 39,918 (USD 42,552) and CHF 138,610 (USD 139,506) for the facilities
and personnel hosted by WISeKey SA on behalf of OISTE.
Transactions with Senior Management
In December 2020, the Company
paid social charges liabilities of CHF 67,772 on behalf of Carlos Moreira. This liability had arisen from an exercise of options by Carlos
Moreira in 2020 (refer to Item 7.A. Major Shareholders). This payment created a short-term loan to Mr. Moreira which was repaid
in full in December 2021.
As at December 31, 2021, the
Company owed Carlos Moreira CHF 2,555,032.97, which consisted of accrued salary and bonuses in relation to fiscal year 2021. This was
paid to Mr. Moreira by the Company in January 2022.
In December 2020, the Company
paid social charges and tax liabilities of CHF 62,368 on behalf of Nathalie Verjus. This liability had arisen from an exercise of options
by Ms. Verjus in 2020. This payment created a loan to Ms. Verjus which remained outstanding as at December 31, 2021.
In December 2020, the Company
paid social charges and tax liabilities of CHF 11,968 on behalf of John O’Hara. This liability had arisen from an exercise of options
by Mr. O’Hara in 2020. This payment created a loan to Mr. O’Hara which remained outstanding as at December 31, 2021.
Employment of Mr. Moreira’s family
members
The son and daughter-in-law
of Carlos Moreira are each employed by a subsidiary of the Company.
Transactions with arago
In view of the acquisition
of a controlling interest in arago, the Company entered into the “arago Third Convertible Loan Agreement” on November 18,
2020 with arago and its shareholders, Aquilon Invest GmbH and OGARA GmbH both wholly owned by Hans-Christian Boos, whereby WISeKey intended
to acquire 51% of arago’s fully diluted share capital against (i) an investment of CHF 5 million, and (ii) a guarantee on arago’s
existing indebtedness. The arago Third Convertible Loan Agreement documents the intention of the Company to extend a “Put Option”
to Aquilon Invest GmbH and OGARA GmbH for the remaining 49% share capital of arago in exchange for 12,327,506 WIHN Class B Shares. The
Put Option is exercisable until January 26, 2026. The shares have been reserved in the Company’s authorized share capital.
On February 1, 2021, we acquired
a controlling interest in arago through conversion of the arago Third Convertible Loan Agreement into 51% of arago’s share capital
carrying 51% of the voting rights (see Notes 11 and 15 of our consolidated financial statements as at December 31, 2021).
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On April 29, 2021, WISeKey
entered into an “Equity Financing Mechanism”, as amended on July 28, 2021 and January 24, 2022, with arago GmbH and Mr. Boos
whereby the parties agree that the Company will finance the operations of arago. Under the Equity Financing Mechanism, should arago or
its minority shareholders not be able to repay the amounts loaned by WISeKey, the Company will have the right to request that (1) arago’s
shareholder Hans-Christian Boos’ right to receive 12,327,506 WIHN Class B Shares upon exercise of the Put Option held by Aquilon
Invest GmbH and OGARA GmbH will be reduced by such number of WIHN Class B Shares as corresponds to the quotient of (i) the Equity Financing
Mechanism amount due to WISeKey, converted into Swiss francs, divided by (ii) a Conversion Price based on the market price of a WIHN Class
B Share at the relevant period; and (2) Mr. Boos, through his companies, Aquilon Invest GmbH and OGARA GmbH, will transfer to WISeKey
shares in arago GmbH in the same proportion as the reduction in the Put Option right.
Under our Articles in effect
as of December 31, 2021, our board of directors is authorized at any time until May 25, 2023, to increase our share capital
by a maximum aggregate amount of CHF 616,375.30 through the issuance of not more than 12,327,506 shares to Hans-Christian Boos or companies
controlled by him in connection with a possible acquisition by the Company of all shares held by Mr. Hans-Christian Boos or companies
controlled by him in arago and by a maximum aggregate amount of CHF 307,085.05 through the issuance of not more than 6,141,701 shares,
which would have to be fully paid-in, with a par value of CHF 0.05 each.
As at December 2021, Mr. Boos,
through Aquilon Invest GmbH and OGARA GmbH, had not exercised the Put Option and WISeKey had not exercised its right to convert the amounts
loaned to arago into arago shares and a reduction of the Put Option.
On March 14, 2022, the Company
signed a Share Purchase and Transfer Agreement to sell its 51% ownership in arago and its affiliates to OGARA GmbH, with Neutrino Energy
Property GmbH & Co. acting as “Buyer Guarantor”. The sale is expected to be completed in the second quarter of 2022. The
group subsidiaries making up the arago Group in scope for the sale are arago GmbH, arago Da Vinci GmbH, arago Technology Solutions Private
Ltd, and arago US Inc. The completion of the sale is conditional on the consideration being transferred to WISeKey and the shares owned
by the Group being transferred to OGARA GmbH.
Severance/termination compensation to executive
directors
Should Carlos Moreira be terminated
without cause, he would be entitled to severance payment calculated as:
(i) twenty-four months’
salary if he is not entitled to unemployment benefits,
(ii) twelve months’
salary if he is entitled to employment benefits,
(iii) one additional
payment equivalent to 15 days salary for each year of completed service to WISeKey, a maximum of two weeks accrued but unused annual leave
(but not accrued or other unused sick leave or any other leave),
(iv) the counter value of
six months plus one additional month of all other bonuses or benefits, and
(v) any accumulated
rights to stocks and stock options until the date of termination as well as any that would be accrued in the six-month period following
the termination date with exercise periods (in the case of stock options) which shall not be less than twelve months from the date of
termination.
Also, should WISeKey terminate
Mr. Moreira’s employment contract for reasons other than engaging in an act of dishonesty, fraud, or any act of malfeasance or moral
turpitude, WISeKey will, unless refused by Mr. Moreira:
(i) provide
the services from a leading and international outplacement company in the region of WISeKey's headquarter, provide that Mr. Moreira obtains
proposal from three outplacement services, and WISeKey will pay an amount equal to the average of the three proposals;
(ii) buy-back
Mr. Moreira's shares in WISeKey at the last official negotiated/capital increase price plus a premium of twenty-five percent (25%).
93
Should Peter Ward be terminated,
he would be entitled to the payment of his unused annual leave and a severance payment calculated as:
(i) nine months’ salary,
(ii) 15 days’ salary
per year of service from the end of the second year, and
(iii) any accumulated rights
under the ESOP.
Indemnification Agreements
We intend to enter into indemnification
agreements with our directors and executive officers. The indemnification agreements would require, and our Articles require, us to indemnify
our directors and executive officers to the fullest extent permitted by law.
Related-Party Transactions Policy
Swiss law does not have a
specific provision regarding conflicts of interest. However, the Swiss Code of Obligations (“CO”) contains a provision that
requires our directors and executive management to safeguard the company's interests and imposes a duty of loyalty and duty of care on
our directors and executive management. This rule is generally understood to disqualify directors and executive management from participation
in decisions that directly affect them. Our directors and executive officers are personally liable to us for breach of these provisions.
In addition, Swiss law contains provisions under which directors and all persons engaged in the company's management are liable to the
company, each shareholder and the company's creditors for damages caused by an intentional or negligent violation of their duties. Furthermore,
Swiss law contains a provision under which payments made to any of the company's shareholders or directors or any person associated with
any such shareholder or director, other than payments made at arm's length, must be repaid to the company if such shareholder, director
or associated person acted in bad faith.
C.
Interests of experts and counsel
Not applicable.
Item 8.
Financial Information
A.
Consolidated Financial Statements and Other Financial Information
We have appended as part of
this annual report our consolidated financial statements as at December 31, 2021 starting at page F-1.
For information on our dividend
policy, see Item 10B. Memorandum and Articles of Association.
Legal Proceedings
We are not aware of any legal
or arbitration proceedings against our company or any of its affiliates.
B.
Significant Changes
For information on any significant
changes that may have occurred since the date of our annual financial statements, see Item 5. Operating and Financial Review and Prospects
and Note 43 of our consolidated financial statements as at December 31, 2021.We draw
your attention to the Share Purchase and Transfer Agreement that we signed in relation to the disposition of the arago group, which is
expected to be completed in the second quarter of 2022.
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Item 9.
The Listing
A.
Listing Details
A discussion of the listing
details can be found under “Markets” below.
B.
Plan of Distribution
Not applicable.
C.
Markets
Our Class B Shares have been
trading under the symbol "WIHN" on the SIX since March 2016. Our ADSs were quoted on the OTCQX under the symbol "WIKYY"
from May 2018 until December 2018 and have been traded on the NASDAQ Capital Market since December 2019 under the symbol "WKEY."
Our Class B Shares, par value
CHF 0.05 per share issued and outstanding, have been trading under the symbol "WIHN" on the SIX since March 2016. Our ADSs were
quoted on the Over-the-Counter market under the symbol "WIKYY" from May 2018 until December 2018 and have been traded on the
NASDAQ Capital Market since December 2019 under the symbol "WKEY."
On March 31, 2022, the closing
price of our Class B Shares on the SIX was CHF 0.50 per ordinary share and the closing price of the ADS on the NASDAQ Capital Market
was USD 2.56 per ADS.
D.
Selling Shareholders
Not applicable.
E.
Dilution
Not applicable.
F.
Expenses of the Issue
Not applicable.
Item 10.
Additional Information
A.
Share Capital
Not applicable.
B.
Memorandum and Articles of Association
Our Articles of Association
provide that each share, irrespective of its par value and its class, has one vote. Economically, the Class A Shares and the Class B Shares
are pari passu in all respects to each other, including in the entitlement to dividends, in the liquidation proceeds in the case
of our liquidation and to preemptive rights.
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Class A Shares have a par
value (CHF 0.01 per share) that is five times lower than the par value of Class B Shares (CHF 0.05 per share). While dividends and other
distributions are made proportionally to the par value of the respective shares, each Class A Share and each Class B Share carries one
vote at a general meeting of shareholders, irrespective of the difference in par value of Class A Shares and Class B Shares.
Approval of matters at general
meetings of shareholders requires a majority of the shares present on the basis of one vote per share (each Class A Share and each Class
B Shares having one vote) except that certain matters require approval by a majority of the par value of the shares represented at the
general meeting (each Class A Share having a par value of CHF 0.01 per share and each Class B Share having a par value of CHF 0.05 per
share).
Class A Shares
The Class A Shares are registered
shares with a par value of CHF 0.01 each. The Class A Shares are fully paid-up. The Class A Shares have been issued in uncertificated
form in accordance with article 973c of the Swiss Code of obligations (the “CO”) as uncertificated securities (Wertrechte),
which have been entered into the main register of the SIS (SIX SIS Ltd - the Swiss securities settlement system) and constitute intermediated
securities within the meaning of the Federal Act on Securities held with an Intermediary of October 3, 2008, as amended (the “FISA”)
(Bucheffektengesetz). In accordance with article 973c of the CO, we maintain a register of uncertificated securities (Wertrechtebuch).
Each of the holders of our
Class A Shares has signed a shareholder agreement with the Company pursuant to the terms of which the holder of the Class A Shares undertakes
(i) not to create or permit the creation of any encumbrances over the Class A Shares, and (ii) not to transfer the Class A Shares except
to a “permitted transferee” (which is defined to include certain family members and affiliates) of the shareholder who in
turn agree to be bound by the shareholder agreement or to sign a new shareholder agreement with the Company. In addition, the holder of
the Class A shares has the right to request the Company to convert the Class A Shares into Class B Shares (by putting the requested conversion
on the agenda of the next annual meeting of the Company’s shareholders). The conversion of Class A shares into Class B shares is
subject to approval by the Company’s shareholders holding Class A Shares and Class B Shares. The holders of Class A shares who have
signed the shareholder agreement have undertaken to vote in favor of requests for conversions of Class A Shares into Class B Shares. Upon
conversion, each five (5) Class A Shares are converted into one (1) Class B Share. Once Class A Shares are converted into Class B Shares,
the Class B Shares are no longer subject to the restrictions of the shareholder agreement and may be transferred on the same terms as
other Class B Shares.
Class B Shares
The Class B Shares are registered
shares with a par value of CHF 0.05 each. The Class B Shares are fully paid-up. Except for 88,370 Class B Shares, which have been issued
in certificated form and not been dematerialized hereof, the Class B Shares have been issued in uncertificated form in accordance with
article 973c of the CO as uncertificated securities (Wertrechte), which have been entered into the main register of the SIS and
constitute intermediated securities within the meaning of the FISA. In accordance with article 973c of the CO, we maintain a register
of uncertificated securities (Wertrechtebuch).
So long as our shares constitute
intermediated securities within the meaning of the FISA, the person deemed to be the holder of any share will be the person holding such
share in a securities account in his, her or its own name or, in the case of intermediaries, the intermediary holding such share in a
securities account that is in his, her or its name. No share certificates will be issued, and share certificates will not be available
for individual physical delivery. A shareholder may, however, at any time request us to deliver an attestation of the number of shares
held by him, her or it, as reflected in the share register.
So long as our shares constitute
intermediated securities within the meaning of the FISA, shares may be transferred by crediting the relevant transferred shares to a securities
account of the transferee or as otherwise permitted under applicable law. Class B Shares traded on the SIX will settle and clear through
SIS.
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Ordinary Capital Increase, Authorized Share
Capital and Conditional Share Capital
Under Swiss law, we may increase
our share capital (Aktienkapital) with a resolution of the general meeting of shareholders (ordinary capital increase) that must
be carried out by the board of directors within three months in order to become effective. Under our Articles of Association (the "Articles"),
in the case of subscription and increase against payment of contributions in cash, when shareholders' statutory pre-emptive rights are
safeguarded, a resolution passed by an absolute majority of the votes represented at the general meeting of shareholders is required.
In the case of subscription and increase against contributions in kind or to fund acquisitions in kind, when shareholders' statutory pre-emptive
rights are withdrawn or where transformation of reserves into share capital is involved, a resolution passed by two-thirds of the shares
represented at a general meeting of shareholders and the absolute majority of the par value of the shares represented is required.
Furthermore, under the Swiss
Code of Obligations (the "CO"), our shareholders, by a resolution passed by two-thirds of the shares present or represented
at a general meeting of shareholders and the absolute majority of the par value of the shares present or represented, may authorize our
board of directors to issue shares of a specific aggregate par value up to a maximum of 50% of the share capital registered in the commercial
register in the form of:
·
conditional share capital (bedingtes Aktienkapital) for the purpose of issuing shares in connection
with, among other things, (1) option and conversion rights granted in connection with warrants and convertible bonds of ours or one of
our subsidiaries or (2) grants of rights to employees, members of our board of directors or consultants or our subsidiaries to subscribe
for new shares (conversion or option rights); or
·
authorized share capital (genehmigtes Kapital) to be utilized by our board of directors within
a period determined by the shareholders but not exceeding two years from the date of the shareholder approval.
Pre-emptive Rights
Pursuant to the CO, shareholders
have pre-emptive rights (Bezugsrechte) to subscribe for new issuances of shares in proportion to the respective par values of their
holdings. With respect to conditional capital in connection with the issuance of conversion rights, convertible bonds or similar debt
instruments, shareholders have advance subscription rights (Vorwegzeichnungsrechte) for the subscription of conversion rights,
convertible bonds or similar debt instruments in proportion to the respective par values of their holdings.
A resolution passed at a general
meeting of shareholders by two-thirds of the shares represented and the absolute majority of the par value of the shares represented may
authorize our board of directors to withdraw or limit pre-emptive rights or advance subscription rights in certain circumstances for valid
reasons.
If pre-emptive rights are
granted, but not exercised, our board of directors may allocate the pre-emptive rights as it elects, subject to the particulars of the
relevant shareholders' resolution or board resolution.
With respect to our authorized
share capital, our board of directors is authorized by our Articles to withdraw or to limit the pre-emptive rights of shareholders, and
to allocate them to third parties or to us, in the event that the newly issued shares are used for the purpose of:
·
issuing new shares if the issue price of the new shares is determined by reference to the market price;
·
the acquisition of an enterprise, parts of an enterprise or participations or for new investment projects
or for purposes of financing or refinancing any such transactions;
·
broadening the shareholder constituency in certain financial or investor markets or in connection with
the listing of new shares on domestic or foreign stock exchanges;
97
·
national and international offerings of shares for the purpose of increasing the free float or to meet
applicable listing requirements;
·
the participation of strategic partners;
·
an over-allotment option ("greenshoe") being granted to one or more financial institutions
in connection with an offering of shares;
·
the participation of directors, officers, employees, contractors, consultants of, or other persons providing
services to the Company or a group company; or
·
raising capital in a fast and flexible manner which could only be achieved with great difficulty without
exclusion of the pre-emptive rights of the existing shareholders.
Our Authorized Share Capital
Under our Articles in effect
as of December 31, 2021, our board of directors is authorized at any time until May 25, 2023, to increase our share capital by a
maximum aggregate amount of CHF 616,375.30 through the issuance of not more than 12,327,506 shares to Hans-Christian Boos or companies
controlled by him in connection with a possible acquisition by the Company of all shares held by Mr. Hans-Christian Boos or companies
controlled by him in arago GmbH (AG Frankfurt, HRB 100909) and by a maximum aggregate amount of CHF 307,085.05 through the issuance
of not more than 6,141,701 shares, which would have to be fully paid-in, with a par value of CHF 0.05 each.
Increases in partial amounts
are permitted. Our board of directors has the power to determine the type of contributions, the issue price and the date on which the
dividend entitlement starts.
Our board of directors is
also authorized to withdraw or limit pre-emptive rights as described above. This authorization is exclusively linked to the particular
available authorized share capital set out in the respective article. If the period to increase the share capital lapses without having
been used by our board of directors, the authorization to withdraw or to limit the pre-emptive rights lapses simultaneously with such
capital.
Our Conditional Share Capital
Our conditional share capital
under our Articles in effect as of December 31, 2021 amounts to CHF 1,573,460.35, corresponding to 31,469.207 new Class B Shares, whereby
CHF 1,258,460.35 of the conditional share capital is available for the issuance of up to 25,169,207 Class B Shares in connection
with rights granted to third parties or shareholders in connection with Rights Bearing Obligations (as defined in art. 4b para. 1(a) of
the Articles) and CHF 315,000, corresponding to 6,300,000 Class B Shares, is available for the issuance of Class B Shares in connection
with the issuance of Class B Shares or Rights-Bearing Obligations granted to the members of the board of directors, members of the executive
management, employees, consultants or other persons providing services to us or another company of the Group (art. 4b para. 1 (b)
of the Articles).
In addition, our conditional
share capital under our Articles in effect as of December 31, 2021 includes the authority to increase the share capital of the Company
in an amount not to exceed CHF 120,000 by the issuance of up to 12,000,000 fully paid-in Class A Shares each in connection with the direct
or indirect issuance of shares, options or related subscription rights to the members of the Board and members of executive management
of the group.
General Meeting of Shareholders
The general meeting of shareholders
is our supreme corporate body. Under Swiss law, ordinary and extraordinary general meetings of shareholders may be held. Under Swiss law,
an ordinary general meeting of shareholders must be held annually within six months after the end of a corporation's financial year. In
our case, this means on or before June 30 of any calendar year.
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The following powers are vested
exclusively in the general meeting of shareholders:
·
adopting and amending our Articles;
·
electing the members of the board of directors, the chairman of the board of directors, the members of
the nomination and compensation committee, the auditors and the independent proxy;
·
approving the management report (annual report), the annual statutory financial statements and consolidated
financial statements;
·
approving the appropriation of earnings, including the payments of dividends and any other distributions
of capital to shareholders;
·
discharge of the members of the board of directors and the members of the executive management from liability
for their business conduct during the previous fiscal year; and
·
the adoption of resolutions that are reserved to the general meeting of shareholders by law or the Articles
or that are submitted to the general meeting of the shareholders by the Board (unless the relevant matter is within the exclusive competence
of the board of directors pursuant to Swiss law).
An extraordinary general meeting
of shareholders may be called by a resolution of the board of directors or, under certain circumstances, by our auditor. In addition,
the board of directors is required to convene an extraordinary general meeting of shareholders if shareholders representing at least 10%
of the share capital or, according to the views expressed in legal writing which is a persuasive authority in Switzerland, holding shares
with an aggregate par value of CHF 1 million, request such general meeting of shareholders in writing. Such request must set forth the
items to be discussed and the proposals to be acted upon. The board of directors must convene an extraordinary general meeting of shareholders
and propose financial restructuring measures if, based on our stand-alone annual statutory balance sheet, half of our share capital and
reserves are not covered by our assets.
Voting and Quorum Requirements
Dual Class Voting Rights
Each share carries one vote
at a general meeting of shareholders, irrespective of the difference in par value of Class A Shares (CHF 0.01 per share) and Class B Shares
(CHF 0.05 per share). Our Class A Shares have a lower par value (CHF 0.01) than our Class B Shares (CHF 0.05) but have same voting right
as the higher par value Class B Shares, namely one (1) vote per share. This means that, relative to their respective per share contribution
to the Company’s capital, the holders of our Class A Shares have a greater relative per share voting power than the holders of our
Class B Shares for matters that require approval on the basis of a specified majority of shares present at the shareholders meeting.
Some matters however, as further
described below under “Voting Requirements,” require a vote on the basis of par value associated with the shares present at
the meeting. To the extent shareholder resolutions require, as the relevant majority standard, a majority of the par value of the shares
present at the meeting, Class A Shares have less voting power than Class B Shares.
Voting rights may be exercised
by registered shareholders or by a duly appointed proxy of a registered shareholder or nominee, which proxy need not be a shareholder
up to a specific qualifying day before the relevant general meeting (the "Record Date") designated by the board of directors.
The Articles do not limit
the number of shares that may be voted by a single shareholder. Holders of treasury shares, whether ours or one of our majority-owned
subsidiaries, will not be entitled to vote at general meetings of the shareholders.
99
Voting Requirements
Shareholder resolutions and
elections (including elections of members of the board of directors) require the affirmative vote of an absolute majority of the votes
represented (in person or by proxy) at a general meeting of shareholders (each Class A Share and each Class B Share having one vote),
unless otherwise stipulated by law or our Articles. The following matters require approval by a majority of the par value of the shares
present or represented at the general meeting (each Class A Share having a par value of CHF 0.01 per share and each Class B Share having
a par value of CHF 0.05 per share):
·
electing our auditor;
·
appointing an expert to audit our business management or parts thereof;
·
adopting any resolution regarding the instigation of a special investigation; and
·
adopting any resolution regarding the initiation of a derivative liability action.
Under Swiss corporate law
and our Articles, approval by two-thirds of the shares present or represented at the meeting, and by the absolute majority of the par
value of the shares present or represented is required for:
·
amending our corporate purpose;
·
creating or cancelling shares with preference rights;
·
restricting the transferability of registered shares;
·
restricting the exercise of the right to vote or the cancellation thereof;
·
creating authorized or conditional share capital;
·
increasing the share capital out of equity, against contributions in kind or for the purpose of acquiring
specific assets and granting specific benefits;
·
limiting or withdrawing shareholder's pre-emptive rights;
·
relocating our registered office;
·
our dissolution or liquidation; and
·
transactions among corporations based on Switzerland's Federal Act on Mergers, Demergers, Transformations
and the Transfer of Assets of 2003, as amended (the "Swiss Merger Act") including a merger, demerger or conversion of a corporation.
In accordance with Swiss law
and generally accepted business practices, our Articles do not provide attendance quorum requirements generally applicable to general
meetings of shareholders.
Notice
General meetings of shareholders
must be convened by the board of directors at least 20 calendar days before the date of the meeting. The general meeting of shareholders
is convened by way of a notice appearing in our official publication medium, the Swiss Official Gazette of Commerce. Registered shareholders
may also be informed by mail. The notice of a general meeting of shareholders must state the items on the agenda, the proposals to be
acted upon and, in case of elections, the names of the nominated candidates. No resolutions may be passed at a shareholders meeting concerning
agenda items for which proper notice was not given. This does not apply, however, to proposals made during a shareholders meeting to convene
an extraordinary shareholders meeting or to initiate a special investigation. No previous notification will be required for proposals
concerning items included on the agenda or for debates as to which no vote is taken. Under the CO, a general meeting of shareholders for
which a notice of meeting has been duly published may not be adjourned without publishing a new notice of meeting.
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Agenda Requests
Pursuant to Swiss law, one
or more shareholders whose combined shareholdings represent the lower of (1) one tenth of the share capital or (2) an aggregate par value
of at least CHF 1,000,000, may request that an item be included in the agenda for a general meeting of shareholders. To be timely, the
shareholder's request must be received by us at least forty-five (45) calendar days in advance of the meeting. No previous notification
will be required for proposals concerning items included on the agenda or for debates as to which no vote is taken.
Our business report, including
the Company's financial information, the compensation report and the auditor's reports thereon must be made available for inspection by
the shareholders at our registered office no later than 20 calendar days prior to the ordinary general meeting. Shareholders of record
must be notified of this in writing.
Dividends and Other Distributions
We have never declared or
paid cash dividends to our shareholders and we do not intend to pay cash dividends in the foreseeable future. However, on July 9, 2019,
we commenced a public share repurchase program, whereby repurchase shares will be used for potential acquisitions and/or other future
M&A transactions. On February 3, 2020, we expanded our share repurchase program to include our ADSs. Shares and ADSs repurchased under
our repurchase program may be used as consideration in future potential M&A transactions and for (1) our existing employee share
incentive program, (2) convertible loans entered into by us, and (3) on demand equity lines available to us. Otherwise, we currently intend
to reinvest any earnings in developing and expanding our business. Any future determination relating to our dividend policy will be at
the discretion of our board of directors.
Our board of directors may
propose to shareholders that a dividend or other distribution be paid but cannot itself authorize the distribution. Under our Articles,
dividend payments require a resolution passed by an absolute majority of the votes present or represented at a general meeting of shareholders.
In addition, our auditor must confirm that the dividend proposal of our board of directors conforms to Swiss statutory law and our Articles.
Under Swiss law, we may pay
dividends only if we have sufficient distributable profits brought forward from the previous business years, or if we have distributable
reserves, each as evidenced by our audited stand-alone statutory balance sheet prepared pursuant to Swiss law, and after allocations to
reserves required by Swiss law and the Articles have been deducted. We are not permitted to pay interim dividends out of profit of the
current business year. Dividends and other distributions are made relative to nominal value of the shares.
Dividends paid on our shares
out of available earnings are subject to Swiss withholding tax. See Item 10.E. Taxation.
Distributions out of issued
share capital (i.e., the aggregate par value of our issued shares) may be made only by way of a share capital reduction. Such a capital
reduction requires a resolution passed by an absolute majority of the shares present or represented at a general meeting of shareholders.
The resolution of the shareholders must be recorded in a public deed and a special audit report must confirm that claims of our creditors
remain fully covered despite the reduction in the share capital recorded in the commercial register. The share capital may be reduced
below CHF 100,000 only if and to the extent that at the same time the statutory minimum share capital of CHF 100,000 is reestablished
by sufficient new fully paid-up capital. Upon approval by the general meeting of shareholders of the capital reduction, the board of directors
must give public notice of the capital reduction resolution in the Swiss Official Gazette of Commerce three times and notify creditors
that they may request, within two months of the third publication, satisfaction of or security for their claims. The reduction of the
share capital may be implemented only after expiration of this time limit.
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Distributable reserves are
booked either as "retained earnings" (Bilanzgewinn; Gewinnvortrag) or as reserves from capital contributions (Kapitaleinlagereserven).
Under the CO, if our general reserves (réserve générale) amount to less than 20% of our share capital recorded
in the commercial register (i.e., 20% of the aggregate par value of our issued capital), then at least 5% of our annual profit must be
retained as general reserves. In addition, if our general reserves amount to less than 50% of our share capital, 10% of the amounts distributed
beyond payment of a dividend of 5% must be retained as general reserves. The CO permits us to accrue additional general reserves. Further,
a purchase of our own shares (whether by us or a subsidiary) reduces the equity and thus the distributable dividends in an amount corresponding
to the purchase price of such own shares. Finally, the CO under certain circumstances requires the creation of revaluation reserves which
are not distributable.
Dividends are usually due
and payable shortly after the shareholders have passed a resolution approving the payment, but shareholders may also resolve at the annual
general meeting of shareholders to pay dividends in quarterly or other instalments. The Articles provide that dividends that have not
been claimed within five years after the due date become our property and are allocated to the general reserves. Dividends paid are subject
to Swiss withholding tax, all or part of which can potentially be reclaimed under the relevant tax rules in Switzerland or double taxation
treaties concluded between Switzerland and foreign countries. Distributions of cash or property that are based upon a capital reduction
or that are made out of statutory capital reserves (Kapitaleinlage) are not subject to Swiss withholding tax.
Transfer of Shares
Our shares constitute intermediated
securities (Bucheffekten) based on uncertificated securities (Wertrechte) and entered into the main register of SIS or such
other custodian as the case may be. Any transfer of Shares is effected by a corresponding entry in the securities deposit account of a
bank or a depository institution. Shares cannot be transferred by way of assignment, nor can a security interest in any Shares be granted
by way of assignment.
Voting rights may be exercised
only after a shareholder has been entered in our share register (Aktienregister) with his, her or its name and address (in the
case of legal entities, the registered office) as a shareholder with voting rights.
We maintain, through Computershare
Switzerland Ltd., a share register, in which the full name, address and nationality (in the case of legal entities, the company name and
registered office) of the shareholders and usufructuaries are recorded. A person entered into the share register must notify the share
registrar of any change in address. Until such notification occurs, all written communication from us to persons entered in the share
register is deemed to have been validly made if sent to the relevant address recorded in the share register.
Share Repurchase Program
On July 9, 2019, the Company
commenced a public repurchase program with respect to our shares, which on February 3, 2020 was expanded to also include ADSs.
Shares and ADSs repurchased under our repurchase program may be used as consideration in potential future M&A transactions and for
(1) our existing employee share incentive program, (2) convertible loans entered into by us and (3) on-demand equity lines available
to us. Our share repurchase was approved by the Swiss Takeover Board under its notification procedure, will last up to 3 years, and allows
us to repurchase up to 3,682,848 Ordinary Class B shares equivalent to 10% of the registered share capital of the Company at the relevant
time.
Activity under the program
is monitored on a daily basis, with all transactions being published on our website in line with Swiss Law.
Inspection of Books and Records
Under the CO, a shareholder
has a right to inspect our share register with respect to his, her or its own shares and otherwise to the extent necessary to exercise
his, her or its shareholder rights. No other person has a right to inspect our share register. Our books and correspondence may be inspected
with the express authorization of the general meeting of shareholders or by resolution of the board of directors and subject to the safeguarding
of our business secrets.
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Special Investigation
If the shareholder inspection
rights as outlined above prove to be insufficient in the judgment of the shareholder, any shareholder may propose to the general meeting
of shareholders that specific facts be examined by a special auditor in a special investigation. If the general meeting of shareholders
approves the proposal, we or any shareholder may, within 30 calendar days after the general meeting of shareholders, request a court sitting
at our registered office in Zug, Switzerland to appoint a special auditor. If the general meeting of shareholders rejects the request,
one or more shareholders representing at least 10% of the share capital or holders of shares in an aggregate par value of at least CHF
2,000,000 may request that the court appoint a special auditor. The court will issue such an order if the petitioners can demonstrate
that the board of directors, any member of the board of directors or our executive management infringed the law or our Articles and thereby
caused damages to us or the shareholders. The costs of the investigation would generally be allocated to us and only in exceptional cases
to the petitioners.
Compulsory Acquisitions; Appraisal Rights
Business combinations and
other transactions that are governed by the Swiss Merger Act, are binding on all shareholders. A statutory merger or demerger requires
approval of two-thirds of the shares represented at a general meeting of shareholders and the absolute majority of the par value of the
shares represented.
If a transaction under the
Swiss Merger Act receives all of the necessary consents, all shareholders are compelled to participate in such transaction.
Swiss corporations may be
acquired by an acquirer through the direct acquisition of shares. The Swiss Merger Act provides for the possibility of a so-called "cash-out"
or "squeeze-out" merger if the acquirer controls 90% of the outstanding shares. In these limited circumstances, minority shareholders
of the corporation being acquired may be compensated in a form other than through shares of the acquiring corporation (for instance, through
cash or securities of a parent corporation of the acquiring corporation or of another corporation).
For business combinations
effected in the form of a statutory merger or demerger and subject to Swiss law, the Swiss Merger Act provides that if equity rights have
not been adequately preserved or compensation payments in the transaction are unreasonable, a shareholder may request the competent court
to determine a reasonable amount of compensation. A decision issued by a competent court in this respect can be acted upon by any person
who has the same legal status as the claimant.
In addition, under Swiss law,
the sale of all or substantially all of our assets may be construed as a de facto dissolution of our company, and consequently
require the approval of two-thirds of the shares present or represented at a general meeting of shareholders and the absolute majority
of the par value of the shares present or represented. Whether a shareholder resolution is required depends on the particular transaction,
whereas the following circumstances are generally deemed relevant in this respect:
·
a core part of the company's business is sold without which it is economically impracticable or unreasonable
to continue to operate the remaining business;
·
the company's assets, after the divestment, are not invested in accordance with the company's statutory
business purpose; and
·
the proceeds of the divestment are not earmarked for reinvestment in accordance with the company's business
purpose but, instead, are intended for distribution to the company's shareholders or for financial investments unrelated to the company's
business.
A shareholder of a Swiss corporation
participating in certain corporate transactions governed by the Swiss Merger Act may, under certain circumstances, be entitled to appraisal
rights. As a result, such shareholder may, in addition to the consideration (be it in shares or in cash) receive an additional amount
to ensure that the shareholder receives the fair value of the shares held by the shareholder. Following a statutory merger or demerger,
pursuant to the Swiss Merger Act, shareholders can file an appraisal action against the surviving company. If the consideration is deemed
inadequate, the court will determine an adequate compensation payment.
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Board of Directors
Our Articles provide that
our Board of Directors (the "Board") shall consist of a minimum of three directors and a maximum of twelve directors.
The members of our Board and
the chairman are elected annually by the general meeting of shareholders for a period until the completion of the subsequent ordinary
general meeting of shareholders and are eligible for re-election. Each member of the Board must be elected individually.
Powers
The Board has the following
non-delegable and inalienable powers and duties:
·
the ultimate direction of the business of the company and issuing of the relevant directives;
·
laying down the organization of the Company;
·
formulating accounting procedures, financial controls and financial planning;
·
appointing and removing persons entrusted with the management and representation of the Company and regulating
the power to sign for the Company;
·
the ultimate supervision of those persons entrusted with management of the Company, with particular regard
to adherence to law, our Articles as well as our regulations and directives;
·
issuing the business report (including the financial statements) and the compensation report, and preparing
for the general meeting of shareholders and carrying out its resolutions;
·
all duties of the board of directors pursuant to the Swiss Merger Act;
·
informing the court in case of over-indebtedness; and
·
passing resolutions regarding the increase of the share capital, provided that it has the authority to
do so and attesting to such capital increase, preparing of the capital increase report and the executing corresponding amendment to our
Articles.
The Board may, while retaining
such non-delegable and inalienable powers and duties, delegate some of its powers, in particular direct management, to a single or to
several of its members, managing directors, committees or to third parties who need be neither members of the board of directors nor shareholders.
Pursuant to Swiss law, details of the delegation must be set in the organizational rules issued by the Board. The organizational rules
may also contain other procedural rules such as quorum requirements.
According to our organizational
rules, resolutions of the Board are adopted upon the absolute majority of the votes cast. In the event of a tie of votes, the chairman
has, in addition to his vote, the casting vote. To validly pass a resolution, more than half of the members of the Board have to attend
the meeting in person, by telephone or similar communications equipment. Pursuant to the CO, no attendance quorum is required for confirmation
resolutions and adaptations of our Articles in connection with capital increases.
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Indemnification of Executive Management and
Directors
Subject to Swiss law, our
Articles provide for indemnification of the existing and former members of the Board, executive management and their heirs, executors
and administrators, against liabilities arising in connection with the performance of their duties in such capacity, and permits us to
advance the expenses of defending any act, suit or proceeding to our directors and executive management.
In addition, under general
principles of Swiss employment law, an employer may be required to indemnify an employee against losses and expenses incurred by such
employee in the proper execution of his or her duties under the employment agreement with the employer.
We have entered or will enter
into indemnification agreements with each of the members of our board of directors and executive management.
Conflict of Interest, Management Transactions
Swiss law does not have a
specific provision regarding conflicts of interest. However, the CO contains a provision that requires our directors and executive management
to safeguard the company's interests and imposes a duty of loyalty and duty of care on our directors and executive management. This rule
is generally understood to disqualify directors and executive management from participation in decisions that directly affect them. Our
directors and executive officers are personally liable to us for breach of these provisions. In addition, Swiss law contains provisions
under which directors and all persons engaged in the company's management are liable to the company, each shareholder and the company's
creditors for damages caused by an intentional or negligent violation of their duties. Furthermore, Swiss law contains a provision under
which payments made to any of the company's shareholders or directors or any person associated with any such shareholder or director,
other than payments made at arm's length, must be repaid to the company if such shareholder, director or associated person acted in bad
faith.
Principles of the Compensation of the Board
of Directors and the Executive Management
We are subject to the Compensation
Ordinance (the "Compensation Ordinance") and the Directive on Information Relating to the Corporate Governance issued by the
SIX (the "Corporate Governance Directive"). The Compensation Ordinance requires a "say on pay" approval mechanism
for the compensation of the Board and the Executive Management pursuant to which the shareholders must vote on the compensation of the
Board and the Executive Management on an annual basis. In accordance therewith, the Articles provide that the general meeting of shareholders
must, each year, vote separately on the proposals by the Board regarding the maximum aggregate amounts of:
·
the total compensation of the Board for the next term of office; and
·
the total compensation of the Executive Management for the period of the next fiscal year.
If the general meeting of
shareholders does not approve a proposal of the Board, the Board determines the maximum aggregate amount or maximum partial amounts taking
into account all relevant factors and submits such amounts for approval to the same general meeting of shareholders, to an extraordinary
general meeting of shareholders or to the next ordinary general meeting of shareholders for retrospective approval. If the maximum aggregate
amount of compensation already approved by the general meeting of shareholders is not sufficient to also cover the compensation of persons
newly appointed to or promoted within the Executive Management, such persons may be paid for each of the following purposes an aggregate
of up to 40% in excess of the total annual compensation of the respective predecessor or for a similar pre-existing position: (i) as compensation
for the relevant compensation period; and, in addition, (ii) as compensation for any prejudice incurred in connection with the change
of employment.
The Compensation Ordinance
further requires us to set forth in its Articles the principles for the determination of the compensation of the Board and the Executive
Management. These principles have been included in the Articles as described further below.
The Compensation Ordinance
also contains compensation disclosure rules. Pursuant to these rules, we are required to prepare an annual compensation report. The compensation
report will, among other things, include the compensation of the members of the Board on an aggregate and on an individual basis and of
the members of the Executive Management on an aggregate basis as well as the amount for the highest paid member of the Executive Management.
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Pursuant to the Corporate
Governance Directive, we are required to disclose basic principles and elements of compensation and shareholding programs for both acting
and former members of the Board and the Executive Management as well as the authority and procedures for determining such compensation.
In accordance with the Compensation
Ordinance, the Articles provide that loans may be granted to members of the Board and the Executive Management, provided such loans are
granted at arm's length terms. In addition, the Articles provide that we may grant to members of the Executive Management post-retirement
benefits beyond the occupational benefit scheme only if such post-retirement benefits do not exceed 50% of the base salary in the fiscal
year immediately preceding the retirement.
The Compensation Ordinance
generally prohibits certain types of compensation payments to the members of the board of directors, the Executive Management and the
advisory board of listed companies, taking the form of severance pay, advance compensation (e.g., advance salary payments), incentive payments
for certain acquisition transactions, loans, credits and pension benefits not based on occupational pension schemes, and performance-based
compensation not provided for in the articles of association as well as equity securities and conversion and option rights awards not
provided for in the articles of association.
Board of Directors
The Articles set out the principles
for the elements of the compensation of the members of the Board. The compensation of non-executive members of the Board consists of a
fixed compensation and may consist of additional compensation elements and benefits. The compensation of the executive members of the
Board may consist of fixed and variable compensation. The total compensation shall take into account the position and level of responsibility
of the respective member of the Board. The general meeting of shareholders approves the proposals of the Board in relation to the maximum
aggregate amount of the compensation of the Board for the term of office until the next annual general meeting of shareholders. Members
of the Board who are our employees do not receive compensation for Board service. Consequently, Carlos Moreira, Peter Ward and Hans-Christian
Boos, the only members of the Board who are also members of the executive management and/or employees of the Group, do not receive compensation
for their Board service.
Executive Management
The Articles set out the principles
for the elements of the compensation of the members of the Executive Management. The compensation of the members of the Executive Management
may consist of fixed and variable compensation elements. Fixed compensation may comprise the base salary and other non-variable compensation
elements. Variable compensation may comprise short-term and long-term variable compensation elements. Short-term variable compensation
elements may be governed by performance metrics that take into account the achievement of operational, strategic, financial or other objectives,
our results, the WISeKey group or parts thereof and/or individual targets, and the achievement of which is generally measured during a
one-year period. Depending on achieved performance, the compensation may amount to a multiplier of target level. Long-term variable compensation
elements may be governed by performance metrics that take into account the development of the share price or share performance in absolute
terms or in relation to peer groups or indices and/or our results, the group or parts thereof and/or the achievement of operational, strategic,
financial or other objectives in absolute terms or in relation to the market, other companies or comparable benchmarks and/or retention
elements. An achievement of the objectives will generally be measured over a period of several years. Depending on achieved performance,
the compensation may amount to a multiplier of target level. The Board or, to the extent delegated to it, the Nomination and Compensation
Committee will determine the performance metrics and target levels of the short- and long-term variable compensation elements, as well
as their achievement. Compensation may be paid in the form of cash, shares, in the form of share-based instruments or units or in the
form of other types of benefits. The general meeting of shareholders approves the proposals of the Board in relation to the maximum aggregate
amounts of fixed and variable compensation, respectively, of the Executive Management.
Borrowing Powers
Neither Swiss law nor our
Articles restrict in any way our power to borrow and raise funds. The decision to borrow funds is made by or under the direction of our
Board, and no approval by the shareholders is required in relation to any such borrowing.
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Repurchases of Shares and Purchases of Own
Shares
The CO limits our right to
purchase and hold our own shares. We and our subsidiaries may purchase shares only if and to the extent that (1) we have freely distributable
reserves in the amount of the purchase price; and (2) the aggregate par value of all shares held by us does not exceed 10% of our share
capital. Pursuant to Swiss law, where shares are acquired in connection with a transfer restriction set out in the articles of association
of a company, the foregoing upper limit is 20%. We currently do not have any transfer restriction in our Articles. If we own shares that
exceed the threshold of 10% of our share capital, the excess must be sold or cancelled by means of a capital reduction.
Shares held by us or our subsidiaries
are not entitled to vote at the general meeting of shareholders but are entitled to the economic benefits applicable to the shares generally,
including dividends and pre-emptive rights in the case of share capital increases.
In addition, selective share
repurchases are only permitted under certain circumstances. Within these limitations, as is customary for Swiss corporations, we may purchase
and sell our own shares from time to time in order to meet our obligations under our equity plans, to meet imbalances of supply and demand,
to provide liquidity and to even out variances in the market price of shares.
Notification and Disclosure of Substantial
Share Interests
Under the applicable provisions
of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of 2015, or the
Financial Market Infrastructure Act ("FMIA"), persons who directly, indirectly or in concert with other parties acquire or
dispose of our shares, purchase rights or obligations relating to our shares (the "Purchase Positions") or sale rights or obligations
relating to our shares (the "Sale Positions"), and thereby, directly, indirectly or in concert with other parties reach, exceed
or fall below a threshold of 3%, 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% or 66 2/3% of our voting rights (whether
exercisable or not) must notify us and the Disclosure Office of the SIX of such acquisition or disposal in writing within four trading
days. Within two trading days of the receipt of such notification, we must publish such information via the SIX's electronic publishing
platform. For purposes of calculating whether a threshold has been reached or crossed, shares and Purchase Positions, on the one hand,
and Sale Positions, on the other hand, may not be netted. Rather, the shares and Purchase Positions and the Sale Positions must be accounted
for separately and may each trigger disclosure obligations if the respective positions reach, exceed or fall below one of the thresholds.
In addition, actual share ownership must be reported separately if it reaches, exceeds or falls below one of the thresholds.
Pursuant to Article 663c of
the CO, Swiss corporations whose shares are listed on a stock exchange must disclose their significant shareholders and their shareholdings
in the notes to their balance sheet, where this information is known or ought to be known. Significant shareholders are defined as shareholders
and groups of shareholders linked through voting rights who hold more than 5% of all voting rights.
Mandatory Bid Rules
Pursuant to the applicable
provisions of the FMIA, any person that acquires shares of a listed Swiss company, whether directly or indirectly or acting in concert
with third parties, which shares, when taken together with any other shares of such company held by such person (or such third parties),
exceed the threshold of 33 1/3% of the voting rights (whether exercisable or not) of such company, must make a takeover
bid to acquire all the other newly issued shares of such company. A company's articles of association may either eliminate this provision
of the FMIA or may raise the relevant threshold to 49% ("opting-out" or "opting-up", respectively).
We have an opting-out provision
in Article 6 para. 9 of our Articles. Accordingly, an acquirer of Shares is not obliged to make a public offer pursuant to article 135
and 163 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading.
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The Swiss laws applicable
to Swiss corporations and their shareholders differ from laws applicable to U.S. corporations and their shareholders. The following table
summarizes significant differences in shareholder rights between the provisions of the Swiss Code of Obligations (Schweizerisches Obligationenrecht)
and the Compensation Ordinance and the Delaware General Corporation Law applicable to companies incorporated in Delaware and their shareholders.
Please note that this is only a general summary of certain provisions applicable to companies in Delaware. Certain Delaware companies
may be permitted to exclude certain of the provisions summarized below in their charter documents.
Comparison of Shareholder Rights
DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Mergers and similar arrangements
Under the Delaware General Corporation Law, with certain exceptions, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction. The Delaware General Corporation Law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of each class of capital stock without a vote by the shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.
Under Swiss law, with certain exceptions, a merger or a division of the corporation or a sale of all or substantially all of the assets of a corporation must be approved by two-thirds of the shares represented at the relevant general meeting of shareholders as well as the absolute majority of the par value of the shares represented at such shareholders' meeting. A shareholder of a Swiss corporation participating in a statutory merger or demerger pursuant to the Swiss Merger Act can file an appraisal right lawsuit against the surviving company. As a result, if the consideration is deemed "inadequate," such shareholder may, in addition to the consideration (be it in shares or in cash) receive an additional amount to ensure that such shareholder receives the fair value of the shares held by such shareholder. Swiss law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of the voting rights without a vote by shareholders of such subsidiary, if the shareholders of the subsidiary are offered the payment of the fair value in cash as an alternative to shares.
Shareholders' suits
Class actions and derivative actions generally are available to shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys' fees incurred in connection with such action.
Class actions and derivative actions as such are not available under Swiss law. Nevertheless, certain actions may, to a limited extent, have a similar effect. An appraisal lawsuit won by a shareholder can be acted upon by any person who has the same legal status as the claimant. Also, a shareholder is entitled to bring suit against directors for breach of, among other things, their fiduciary duties and claim the payment of damages. However, unless the company is subject to bankruptcy proceedings, or if the relevant shareholder can demonstrate having suffered a loss in a personal capacity, a shareholder will only be allowed to ask for payment of damages to the corporation. Under Swiss law, the winning party is generally entitled to recover attorneys' fees incurred in connection with such action, provided, however, that the court has discretion to permit the shareholder whose claim has been dismissed to recover attorneys' fees incurred to the extent he acted in good faith.
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DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Shareholder vote on board and management compensation
Under the Delaware General Corporation Law, the board of directors has the authority to fix the compensation of directors, unless otherwise restricted by the certificate of incorporation or bylaws.
Pursuant to the Swiss Ordinance against excessive compensation in listed stock corporations, the general meeting of shareholders has the non-transferable right, amongst others, to have a binding vote each year on the compensation due to the board of directors, executive management and advisory boards.
Annual vote on board renewal
Unless directors are elected
by written consent in lieu of an annual meeting, directors are elected in an annual meeting of stockholders on a date and at a time designated
by or in the manner provided in the bylaws. Re-election is possible.
Classified boards are permitted.
The general meeting of shareholders elects annually (i.e., for the period between two annual ordinary general meeting of shareholders) the members of the board of directors, the chairman of the board and the members of the compensation committee individually for a term of office of one year. Re-election is possible.
Indemnification of directors and executive management and limitation of liability
The Delaware General Corporation Law provides that a certificate of incorporation may contain a provision eliminating or limiting the
personal liability of directors (but not other controlling persons) of the corporation for monetary damages for breach of a fiduciary
duty as a director, except no provision in the certificate of incorporation may eliminate or limit the liability of a director for:
Under Swiss corporate law, an indemnification of a director or member of the executive management in relation to potential personal liability
is not effective to the extent the director or member of the executive management intentionally or grossly negligently violated his or
her corporate duties towards the corporation. Most violations of corporate law are regarded as violations of duties towards the corporation
rather than towards the shareholders. In addition, indemnification of other controlling persons is generally not permitted under Swiss
corporate law, including shareholders of the corporation.
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DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
·any
breach of a director's duty of loyalty to the corporation or its shareholders;
·acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
·statutory
liability for unlawful payment of dividends or unlawful stock purchase or redemption; or
·any transaction from which the director derived an improper personal benefit.
A Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party to any proceeding, other than an action by or on behalf
of the corporation, because the person is or was a director or officer, against liability incurred in connection with the proceeding if
the director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the
corporation; and the director or officer, with respect to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful.
Unless ordered by a court,
any foregoing indemnification is subject to a determination that the director or officer has met the applicable standard of conduct:
·by a majority vote of the directors who are not parties to the proceeding, even though less than a quorum;
·by
a committee of directors designated by a majority vote of the eligible directors, even though less than a quorum;
·
by independent legal counsel in a written opinion if there are no eligible directors, or if the eligible directors so direct; or
· by the shareholders.
Nevertheless, a corporation
may enter into and pay for directors' and officers' liability insurance which typically covers negligent acts as well.
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DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Moreover, a Delaware corporation may not indemnify a director or officer in connection with any proceeding in which the director or officer
has been adjudged to be liable to the corporation unless and only to the extent that the court determines that, despite the adjudication
of liability but in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity
for those expenses which the court deems proper.
Directors' fiduciary duties
A director of a Delaware corporation
has a fiduciary duty to the corporation and its shareholders. This duty has two components:
·the duty of care; and
·the duty of loyalty.
The duty of care requires
that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this
duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant
transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation.
He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that
the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling
shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed
basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption
may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by
a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
A director of a Swiss corporation
has a fiduciary duty to the corporation only. This duty has two components:
·the duty of care; and
·the duty of loyalty.
The duty of care requires
that a director act in good faith, with the care that an ordinarily prudent director would exercise under similar circumstances.
The duty of loyalty requires
that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position
for personal gain or advantage. This duty prohibits in principle self-dealing by a director and mandates that the best interest of the
corporation take precedence over any interest possessed by a director or officer.
The burden of proof for a
violation of these duties is with the corporation or with the shareholder bringing a suit against the director.
Directors also have an obligation
to treat shareholders that are in similar situations equally.
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DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Shareholder action by written consent
A Delaware corporation may, in its certificate of incorporation, eliminate the right of shareholders to act by written consent.
Shareholders of a Swiss corporation may only exercise their voting rights in a general meeting of shareholders and may not act by written consents.
Shareholder proposals
A shareholder of a Delaware corporation has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
At any general meeting of
shareholders any shareholder may put proposals to the meeting if the proposal is part of an agenda item. Unless the articles of association
provide for a lower threshold or for additional shareholders' rights:
·one or several shareholders whose combined shareholdings represent the lower of (1) one tenth of the share capital or (2) an aggregate
par value of at least CHF 1,000,000, may ask that a general meeting of shareholders be called for specific agenda items and specific
proposals; and
·one or several shareholders representing 10.0% of the share capital or CHF 1.0 million of nominal share capital may ask that an
agenda item including a specific proposal be put on the agenda for a regularly scheduled general meeting of shareholders, provided such
request is made with appropriate notice.
Any shareholder can propose
candidates for election as directors at an annual general meeting without prior written notice.
In addition, any shareholder
is entitled, at a general meeting of shareholders and without advance notice, to (1) request information from the Board on the affairs
of the company (note, however, that the right to obtain such information is limited), (2) request information from the auditors on the
methods and results of their audit, (3) request the holding of an extraordinary general meeting of shareholders and (4) request, under
certain circumstances and subject to certain conditions, a special audit.
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DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Cumulative voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation's certificate of incorporation provides for it.
Cumulative voting would be permitted under Swiss corporate law; however, we are not aware of any company that has cumulative voting. An annual individual election of all members of the board of directors for a term of office of one year (i.e., until the end of the following annual general meeting) is mandatory for listed Swiss companies.
Removal of directors
A Delaware corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
A Swiss corporation may remove, with or without cause, any director at any time with a resolution passed by an absolute majority of the shares represented at a general meeting of shareholders. The articles of association may require the approval by a qualified majority of the shares represented at a meeting for the removal of a director.
Transactions with interested shareholders
The Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15.0% or more of the corporation's outstanding voting stock within the past three years.
No such specific rule applies to a Swiss corporation.
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DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Dissolution; Winding up
Unless the board of
directors of a Delaware corporation approves the proposal to dissolve, dissolution must be approved by shareholders holding 100.0%
of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a
simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of
incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.
A dissolution and winding up of a Swiss corporation requires the approval by two-thirds of the shares represented as well as the absolute majority of the par value of the shares represented at a general meeting of shareholders passing a resolution on such dissolution and winding up. The articles of association may increase the voting thresholds required for such a resolution.
Variation of rights of shares
A Delaware corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.
A Swiss corporation may modify the rights of a classes of shares with (1) a resolution passed by an absolute majority of the shares represented at the general meeting of shareholders and (2) a resolution passed by an absolute majority of the shares represented at the special meeting of the affected preferred shareholders. The issuance of shares that are granted more voting power requires the approval by two-thirds of the shares represented as well as the absolute majority of the par value of the shares represented at the relevant general meeting of shareholders.
Amendment of governing documents
A Delaware corporation's governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
The articles of association of a Swiss corporation may be amended with a resolution passed by an absolute majority of the shares represented at such meeting, unless otherwise provided in the articles of association. There are a number of resolutions, such as an amendment of the stated purpose of the corporation and the introduction of authorized and conditional capital, that require the approval by two-thirds of the votes and an absolute majority of the par value of the shares represented at a shareholders' meeting. The articles of association may increase the voting thresholds.
114
DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Inspection of books and records
Shareholders of a Delaware corporation, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation.
Shareholders of a Swiss corporation may only inspect books and records if the general meeting of shareholders or the board of directors approved such inspection and only if confidential information possessed by a corporation is protected. A shareholder is only entitled to receive information to the extent required to exercise such shareholders' rights, subject to the interests of the corporation. The right to inspect the share register is limited to the right to inspect that shareholder's own entry in the share register.
Payment of dividends
The board of directors may
approve a dividend without shareholder approval. Subject to any restrictions contained in its certificate of incorporation, the board
may declare and pay dividends upon the shares of its capital stock either:
·out of its surplus; or
·in case there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding
fiscal year.
Stockholder approval is required
to authorize capital stock in excess of that provided in the charter. Directors may issue authorized shares without stockholder approval.
Dividend payments are subject
to the approval of the general meeting of shareholders. The board of directors may propose to shareholders that a dividend shall be paid
but cannot itself authorize the distribution.
Payments out of the Company's
stated share capital (in other words, the aggregate par value of the Company's registered share capital) in the form of dividends are
not allowed; payments out of stated share capital may be made by way of a capital reduction only. Dividends may be paid only from the
profits brought forward from the previous business years or if the Company has distributable reserves, each as will be presented on the
Company's audited annual stand-alone financial statements. The dividend may be determined only after the allocations to reserves required
by the law and the articles of association have been made.
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DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Creation and issuance of new shares
All creation of shares requires the board of directors to adopt a resolution or resolutions, pursuant to authority expressly vested in the board of directors by the provisions of the company's certificate of incorporation.
All creation of shares requires a shareholders' resolution. Authorized shares can be, once created by shareholder resolution, issued by the board of directors (subject to limitations of the authorization; the term of authorized share capital is at a maximum two years, and the amount of authorized share capital is capped at 50% of the share capital registered in the commercial register at the time the authorized share capital is adopted). Conditional share capital is the underlying for shares issued upon the exercise of options and conversion rights related to debt instruments issued by the board of directors or such rights issued to employees. The amount of conditional share capital is capped at 50% of the share capital registered in the commercial register at the time the conditional share capital is adopted.
Pre-emptive rights
Under the Delaware General Corporate Law, no shareholder shall have any pre-emptive right to subscribe to an additional issue of shares or to any security convertible into such shares unless, and except to the extent that, such right is expressly granted to such shareholder in the corporation’s certificate of incorporation.
Under Swiss corporation law, shareholders have pre-emptive rights to subscribe for new issuances of shares in proportion to the respective par values of their holdings. Under certain circumstances, shareholders limit or withdraw, or authorize the board of directors to limit or withdraw, pre-emptive rights or advance subscription rights in certain circumstances. However, limitation or withdrawal of shareholders' pre-emptive rights can only be decided for valid reasons. Preventing a particular shareholder to exercise influence over the company is generally believed not to be a valid reason to limit or withdraw shareholders' pre-emptive rights.
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C.
Material Contracts
Yorkville Standby Equity Distribution Agreement
On February 8, 2018 the Company
entered into the SEDA, as amended on September 28, 2018 with Yorkville. Pursuant to the SEDA, the Company has the right, at
any time during a five-year period, to request Yorkville, in one or several steps, to subscribe for Class B Shares up to an aggregate
subscription amount of CHF 50,000,000. After several drawdowns made by WISeKey under the SEDA in 2018, 2019, 2020 and 2021, in the
aggregate amount of CHF 4,356,045, the remaining amount available for drawdown is CHF 45,643,955 as at December 31, 2021.
As long as a sufficient number of Class B Shares is provided through share lending, WISeKey has the right to make drawdowns under the
SEDA at its discretion by requesting Yorkville to subscribe for (if the Class B Shares are issued out of authorized share capital) or
purchase (if the Class B Shares are delivered out of treasury) Class B Shares worth up to CHF 5,000,000 each, subject to certain
exceptions and limitations (including the exception that a drawdown request by WISeKey shall in no event cause the aggregate number of
Class B Shares held by Yorkville to meet or exceed 4.99% of the total number of shares registered with the commercial register of the
Canton of Zug). The subscription price for each subscription request of the Company corresponds to 93% of the lowest daily VWAP of a Class
B Share, as traded and quoted on the SIX, over the five trading days following the drawdown request by WISeKey. If the Company elects
to exercise its rights under the SEDA, the issuance of Class B Shares would dilute the Company's shareholders' interest in the Company.
As at December 31, 2021, the remaining amount available for drawdown by the Company under the SEDA is CHF 45,643,955 (USD 50,058,912
at closing rate) and, as at December 31, 2021, the estimated maximum number of Class B Shares deliverable under the SEDA is 64,927,389
Class B Shares at CHF 0.703 per Class B Share (calculated based on the closing price of a Class B Share on December 30,
2021 of CHF 0.756 per Class B Share, discounted by 7%). The actual price, at which the Company may drawdown under the SEDA is subject
to change, and, therefore, the number of Class B Shares deliverable to Yorkville may vary.
As at December 31, 2021,
the Company held 7,201,664 Class B Shares as treasury shares available for delivery under the SEDA, either directly or through a subsidiary.
Depending on WISeKey's capital requirements, this amount of Class B Shares may not be sufficient, and the Company may issue Class B Shares
out of its authorized share capital for further drawdowns under the SEDA and delivery to Yorkville. If such number of Class B Shares is
not sufficient for delivery to Yorkville in connection with drawdowns under the SEDA, the Company may, instead of issuing the required
additional number of Class B Shares to Yorkville directly, issue additional Class B Shares for delivery under the SEDA as follows. The
additional Class B Shares would be subscribed for by WISeKey Equities AG (WISeKey Equities), a direct, wholly-owned subsidiary of the
Company. WISeKey Equities would subscribe for the Class B Shares at nominal value and upon issuance of such Class B Shares, on-sell the
Class B Shares back to the Company at nominal value plus a fee as consideration for providing the subscription service. The Company would
hold the new Class B Shares in treasury and deliver them to Yorkville in accordance with the terms of the SEDA.
Warrants Issued to Yorkville
In connection with a convertible
loan agreement WISeKey entered into with Yorkville on June 27, 2019, the Company granted to Yorkville 500,000 warrants for the acquisition
of an equal number of Class B Shares. The warrants may be exercised by Yorkville at any time on or before June 27, 2022, at an exercise
price per warrant initially set to CHF 3.00 per Class B Share. The Yorkville Initial Exercise Price may be adjusted using certain
agreed-upon formulae in case of (a) an increase of capital by means of capitalization of reserves, profits or premiums by distribution
of Class B Shares, or division or consolidation of Class B Shares; (b) an issue of Class B Shares or other securities by
way of conferring subscription or purchase rights; (c) spin-offs and capital distributions other than dividends; and (d) dividends. The
Class B Shares issued to Yorkville in connection with the warrants would be issued out of the Company's conditional share capital or authorized
share capital without triggering he pre-emptive rights of the existing shareholders of the Company.
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COVID-19 Credit Facility with UBS SA
On March 26, 2020, two members
of the Group entered into the Covid loans to borrow funds under the Swiss Government supported COVID-19 Credit Facility with UBS SA (“UBS”).
Under the terms of the Agreement, UBS has lent such Group members a total of CHF 571,500. The loans are repayable in full by March
30, 2028. Semi-annual repayments will start from March 31, 2022, and will be spread on a linear basis over the remaining term. The full
repayment of the loans is permitted at any time. The interest rate is determined by Swiss COVID-19 Law and currently the Covid loans carry
an interest rate of 0%. There were no fees or costs attributed to the Covid loans and as such there is no debt discount of debt premium
associated with the loan facility. Under the terms of the loans, the relevant companies are required to use the funds solely to cover
the liquidity requirements of the relevant companies. In particular, the relevant companies cannot use the funds for the distribution
of dividends or directors' fees, the repayment of capital contributions, the granting of active loans, the refinancing of private or shareholder
loans, the repayment of intra-group loans, or the transfer of guaranteed loans to a Group company not having its registered office in
Switzerland, whether directly or indirectly linked to the borrowing companies. During the year to December 31, 2021, WISeKey repaid CHF
70,000 of the COVID-19 UBS loans. Therefore, as at December 31, 2021, the outstanding balance on these loans was CHF 501,500 (USD 550,008).
Agreement for the Issuance and Subscription
of Convertible Notes with Nice & Green SA
On May 18, 2020, WISeKey entered
into the Nice & Green Facility with Nice & Green, pursuant to which WISeKey has the right to draw down up to a maximum of CHF
10,000,000 in up to 25 tranches, each of which is divided into 25 convertible notes (the “Nice & Green Convertible Notes”),
during a commitment period of 24 months commencing on May 20, 2020. The Nice & Green Convertible Notes do not bear interest.
Subject to a cash redemption right of WISeKey, the Nice & Green Convertible Notes are mandatorily convertible into Class B Shares
within a period of 12 months from issuance of the respective Nice & Green Convertible Notes (the “Nice & Green Conversion
Period”). Conversion takes place upon request by Nice & Green during the Nice & Green Conversion Period, but in any case,
no later than at the expiry of the Nice & Green Conversion Period, at a conversion price of 95% of the lowest daily volume-weighted
average price of a Class B Share as traded on the SIX Swiss Exchange during the ten trading days preceding the relevant conversion date.
WISeKey made several drawdowns in 2020 under the Nice & Green Facility and the remaining amount available for drawdown as at December
31, 2020 is CHF 1,083,111 (USD 1,187,876 at closing rate). The conversion of the drawdowns under the Nice & Green Facility
into Class B Shares will dilute the Company's shareholders' interest in the Company. In 2020, Nice & Green requested to convert all
Nice & Green Convertible Notes issued in 2020, therefore, as at December 31, 2021, there were no Nice & Green Convertible Notes
outstanding. As at December 31, 2021, the remaining amount available for drawdown by the Company under the Nice & Green Facility is
CHF 1,083,111 (USD 1,187,876 at closing rate) and, as at December 31, 2021, the estimated maximum number of Class B Shares deliverable
under the Nice & Green Facility is 1,508,511 Class B Shares at CHF 0.718 per Class B Share (calculated based on the closing
price of a Class B Share on the SIX on December 30, 2021 of CHF 0.756 per Class B Share discounted by 5%). Note that the actual price
at which Nice & Green may convert each tranche under the Nice & Green Facility is subject to change, and, therefore, the number
of Class B Shares deliverable to Nice & Green may vary.
Warrants Issued to Crede
In connection with a convertible
loan agreement WISeKey entered into with Crede on September 28, 2018, the Company granted to Crede, on September 28, 2018, 408,247 warrants
for the acquisition of an equal number of Class B Shares. As a result, the maximum total number of Class B Shares that are issuable under
the Crede Warrants as at December 31, 2021 is 408,247 Class B Shares. The Crede Warrants may be exercised by Crede at any time on
or before October 29, 2023, as amended, at an exercise price per Crede Warrant equal to CHF 3.84 per Class B Share. The Class B Shares
issued to Crede in connection with the Crede Warrants would be issued out of the Company's conditional share capital or authorized share
capital without triggering the pre-emptive rights of the existing shareholders of the Company. The exercise of Crede Warrants will dilute
the Company's shareholders' interests in the Company.
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In connection with another
Convertible Loan, the Company granted to Crede, on August 07, 2020, 1,675,885 warrants for the acquisition of an equal number of Class
B Shares. As a result, the maximum total number of Class B Shares that are issuable under the Second Crede Warrants as at December 31,
2021 is 1,675,885 Class B Shares. The Second Crede Warrants may be exercised by Crede at any time on or before September 14, 2023, as
amended, at an exercise price per warrant equal to CHF 1.375 per Class B Share. The Class B Shares issued to Crede in connection
with the Second Crede Warrants would be issued out of the Company's conditional share capital or authorized share capital without triggering
the pre-emptive rights of the existing shareholders of the Company. The exercise of the Second Crede Warrants will dilute the Company's
shareholders' interests in the Company.
Warrants Issued to GTO
In connection with an Agreement
for the Issuance and Subscription of Convertible Notes WISeKey entered into with GTO, the Company granted GTO warrants to acquire Class
B Shares at an exercise price of the higher of (a) 120% of the 5-trading day VWAP of the Class B Shares on the SIX Swiss Stock Exchange
over the 5 trading days immediately preceding the relevant subscription request and (b) CHF 1.50. The number of warrants granted at each
tranche subscription is calculated as 15% of the principal amount of each subscription divided by the GTO Warrant Exercise Price. Each
warrant agreement has a 5-year exercise period starting on the relevant subscription date. As at December 31, 2021, a total of 1,319,161 warrants
(the "GTO Warrants") have been issued for the acquisition of an equal number of Class B Shares. As a result, the maximum total
number of Class B Shares that are issuable under the GTO Warrants as at December 31, 2021 is 1,319,161 Class B Shares. The GTO Warrants
may be exercised by GTO at any time until the fifth anniversary of their respective grant at the GTO Warrant Exercise Price. The Class
B Shares issued to GTO in connection with the GTO Warrants would be issued out of the Company's conditional share capital or authorized
share capital without triggering the pre-emptive rights of the existing shareholders of the Company. The exercise of the GTO Warrants
will dilute the Company's shareholders' interests in the Company.
Agreement for the Subscription of up to $22M
Convertible Notes with L1
On 29 June 2021, WISeKey entered
into the L1 Facility with L1, as amended on September 27, 2021, pursuant to which L1 committed to grant loans, in several tranches and
in the form of convertible notes, to WISeKey up to a maximum amount of USD 22,000,000, subject to certain conditions, over a period of
24 months. The L1 Convertible Notes bear interest at a rate of 6% per annum. Subject to a cash redemption right of WISeKey, the L1 Convertible
Notes are mandatorily convertible into Class B Shares within a period of 24 months from issuance of the respective L1 Convertible Notes,
extendable under certain conditions by a maximum of 6 months. Conversion takes place upon request by L1 during the L1 Conversion Period,
but in any case no later than at the expiry of the L1 Maximum Conversion Period. The conversion price applied to the principal amount
of the L1 Convertible Notes and accrued interest, converted into CHF at the relevant exchange rate will be the lower of (i) 95% of the
lowest volume weighted average price of Class B Shares on the SIX Swiss Exchange during the five trading days preceding the relevant conversion
date and (ii) depending on the tranche, a fixed conversion price ranging from CHF 4 to CHF 7.50, for the tranches subscribed under the
original agreement, and 90% of the lowest volume weighted average price of Class B Shares on the SIX Swiss Exchange during the ten trading
days preceding the relevant conversion date for the tranches subscribed under the amendment dated September 27, 2021. WISeKey made several
loan subscriptions in 2021 under the L1 Facility and the remaining amount available for loans as at December 31, 2021 is USD 5,000,000.
In 2021, L1 requested to convert L1 Convertible Notes issued in 2021 for a total amount of USD 13,500,000, resulting in the issuance of
11,858,831 Class B Shares to L1. The conversion of the subscriptions under the L1 Facility into Class B Shares will dilute the Company's
shareholders' interest in the Company. L1 requested to convert some but not all L1 Convertible Notes issued in 2021. As at December 31,
2021, L1 Convertible Notes in an aggregate amount of USD 3,500,000 remained unconverted and the remaining amount available for subscription
by the Company under the L1 Facility is USD 5,000,000, therefore, as at December 31, 2021, the estimated maximum number of Class B Shares
deliverable under the L1 Facility is 12,435,057 Class B Shares at a conversion price of, respectively, CHF 0.718 per Class B Share
for the tranches subscribed under the original agreement (calculated based on the closing price of a Class B Share on the SIX on December
30, 2021 of CHF 0.756 discounted by 5%) and CHF 0.68 per Class B Share for the tranches subscribed under the amendment dated
September 27, 2021 (calculated based on the closing price of a Class B Share on the SIX on December 30, 2021 of CHF 0.756 discounted
by 10%). Note that the actual price at which L1 may convert each tranche under the L1 Facility is subject to change, and, therefore, the
number of Class B Shares deliverable to L1 may vary.
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Warrants Issued to L1
In connection with the L1
Facility, the Company granted L1 the option to acquire Class B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading
day volume-weighted average price of the WIHN Class B Shares on the SIX Swiss Stock Exchange immediately preceding the tranche closing
date and (b) CHF 5.00. The number of warrants granted at each tranche subscription is calculated as 25% of the principal amount of each
tranche divided by the volume-weighted average price of the trading day immediately preceding the tranche closing date. Each warrant agreement
has a 3-year exercise period starting on the relevant subscription date. As at December 31, 2021, a total of 3,078,963 warrants for the
acquisition of an equal number of Class B Shares. As a result, the maximum total number of Class B Shares that are issuable under the
L1 Warrants as at December 31, 2021 is 3,078,963 Class B Shares. The L1 Warrants may be exercised by L1 at any time until the third anniversary
of their respective grant at the L1 Warrant Exercise Price. Should the remaining amount available for subscription by the Company under
the L1 Facility of USD 5,000,000 be subscribed for, the estimated maximum number of warrants deliverable under the L1 Facility is 1,507,606
for the acquisition of an equal number of Class B Shares. As a result, assuming the L1 Facility is fully subscribed for, the maximum total
number of Class B Shares that are issuable under the L1 Facility as at December 31, 2021 is 4,586,569 Class B Shares. The Class B Shares
issuable to L1 in connection with the Total L1 Warrants would be issued out of the Company's conditional share capital or authorized share
capital without triggering the pre-emptive rights of the existing shareholders of the Company. The exercise of the Total L1 Warrants will
dilute the Company's shareholders' interests in the Company. Note that the actual volume-weighted average price of the trading day immediately
preceding the subscription date at each subscription used to calculate the number of warrants granted to L1 is subject to change, and,
therefore, the number of Class B Shares deliverable to L1 may vary.
Agreement for the Subscription of up to $22M
Convertible Notes with Anson
On June 29, 2021,
WISeKey entered into the Anson Facility with Anson, as amended on September 27, 2021, pursuant to which Anson committed to grant
loans, in several tranches and in the form of convertible notes, to WISeKey up to a maximum amount of USD 22,000,000, subject to
certain conditions, over a period of 24 months. The Anson Convertible Notes bear interest at a rate of 6% per annum. Subject to a
cash redemption right of WISeKey, the Anson Convertible Notes are mandatorily convertible into Class B Shares within a period of 24
months from issuance of the respective Anson Convertible Notes, extendable under certain conditions by a maximum of 6 months.
Conversion takes place upon request by Anson during the Anson Conversion Period, but in any case no later than at the expiry of the
Anson Maximum Conversion Period. The conversion price applied to the principal amount of the Anson Convertible Notes and accrued
interest, converted into CHF at the relevant exchange rate will be the lower of (i) 95% of the lowest volume weighted average price
of Class B Shares on the SIX Swiss Exchange during the five trading days preceding the relevant conversion date and (ii), depending
on the tranche, a fixed conversion price ranging from CHF 4 to CHF 7.50, for the tranches subscribed under the original agreement,
and 90% of the lowest volume weighted average price of Class B Shares on the SIX Swiss Exchange during the ten trading days
preceding the relevant conversion date for the tranches sub-scribed under the amendment dated September 27, 2021. WISeKey made
several loan subscriptions in 2021 under the Anson Facility and the remaining amount available for loans as at December 31, 2021 is
USD 5,500,000. In 2021, Anson requested to convert Anson Convertible Notes issued in 2021 for a total amount of
USD 9,800,000, resulting in the issuance of 8,228,262 Class B Shares to Anson. The conversion of the subscriptions under the
Anson Facility into Class B Shares will dilute the Company's shareholders' interest in the Company. Anson requested to convert some
but not all Anson Convertible Notes issued in 2021. As at December 31, 2021, Anson Convertible Notes in an aggregate amount of
USD 6,700,000 remained unconverted and the remaining amount available for subscription by the Company under the Anson Facility
is USD 5,500,000, therefore, as at December 31, 2021, the estimated maximum number of Class B Shares deliverable under the Anson
Facility is 18,088,674 Class B Shares at a conversion price of, respectively, CHF 0.718 per Class B Share for the tranches
subscribed under the original agreement (calculated based on the closing price of a Class B Share on the SIX on December 30, 2021 of
CHF 0.756 discounted by 5%) and CHF 0.68 per Class B Share for the tranches subscribed under the amendment dated September
27, 2021 (calculated based on the closing price of a Class B Share on the SIX on December 30, 2021 of CHF 0.756 discounted
by 10%). Note that the actual price at which Anson may convert each tranche under the Anson Facility is subject to change, and,
therefore, the number of Class B Shares deliverable to Anson may vary.
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Warrants Issued to Anson
In connection with the Anson
Facility, the Company granted Anson the option to acquire Class B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading
day volume-weighted average price of the WIHN Class B Shares on the SIX Swiss Stock Exchange immediately preceding the tranche closing
date and (b) CHF 5.00. The number of warrants granted at each tranche subscription is calculated as 25% of the principal amount of each
tranche divided by the volume-weighted average price of the trading day immediately preceding the tranche closing date. Each warrant agreement
has a 3-year exercise period starting on the relevant subscription date. As at December 31, 2021, a total of 2,821,922 warrants for the
acquisition of an equal number of Class B Shares. As a result, the maximum total number of Class B Shares that are issuable under the
Anson Warrants as at December 31, 2021 is 2,821,922 Class B Shares. The Anson Warrants may be exercised by Anson at any time until the
third anniversary of their respective grant at the Anson Warrant Exercise Price. Should the remaining amount available for subscription
by the Company under the Anson Facility of USD 5,500,000 be subscribed for, the estimated maximum number of warrants deliverable under
the Anson Facility is 1,658,366 for the acquisition of an equal number of Class B Shares. As a result, assuming the Anson Facility is
fully subscribed for, the maximum total number of Class B Shares that are issuable under the Anson Facility as at December 31, 2021 is
4,480,288 Class B Shares. The Class B Shares issuable to Anson in connection with the Total Anson Warrants would be issued out of the
Company's conditional share capital or authorized share capital without triggering the pre-emptive rights of the existing shareholders
of the Company. The exercise of the Total Anson Warrants will dilute the Company's shareholders' interests in the Company. Note that the
actual volume-weighted average price of the trading day immediately preceding the subscription date at each subscription used to calculate
the number of warrants granted to Anson is subject to change, and, therefore, the number of Class B Shares deliverable to Anson may vary.
OISTE Collaboration Agreement
Our subsidiary, WISeKey SA
and the Organisation Internationale pour la Sécurité de Transactions Electroniques (OISTE), a foundation created under Swiss
law, entered into a cooperation agreement, dated June 20, 2018 (OISTE Collaboration Agreement), which amended and restated prior agreements
between us and OISTE. Under the terms of the OISTE Collaboration Agreement, we are granted a worldwide license to commercialize
its Root Global Cryptographic Key Pairs or Root of Trust. Roots of Trust (RoT) is a set of functions in the trusted computing module of
a computer's operating system (OS). The RoT serves as separate computing engine controlling the trusted computing platform cryptographic
processor on the PC or mobile device it is embedded in. The OISTE RoT was created in 1999 as part of a partnership with the International
Telecommunication Union which is the International UN organization in charge of standards used on the Internet, IoT and mobile networks.
WISeKey uses the OISTE RoT
to provide trust to its digital identity technology used to authenticate users, and encrypt and decrypt messages among users. It is also
used for WISeKey's Certify ID and WISeID technology to provide Digital Certificates for people, servers and IoT objects by providing certification
technology and services in conformity with OISTE directives and standards. The OISTE RoT is audited annually by webtrust.org. The
OISTE Foundation owns and regulates the "OISTE Global Trust Model", which includes as "Root of Trust" a number of
Root Certification Authorities, globally recognized. OISTE delegates to the Swiss company, WISeKey SA, the operation of the systems and
infrastructures supporting the Trust Model. The OISTE Foundation doesn't issue certificates to end subscribers, but grants to WISeKey
a license as subordinate certification authority, allowing the delivery of Trust Services for Persons, Applications and Objects. In return
for this license, we agree to pay a license fee and a royalty fee to OISTE. In addition, the OISTE Collaboration Agreement delegates
to us the technical management of the OISTE Root Global Cryptographic Key pairs, the OISTE global Root Certification Authority as well
as its Digital Certificates, including the safekeeping of the OISTE Root Global Cryptographic Key Pairs in our data center bunker.
In return for this management service, we are paid a management fee by OISTE.
WebTrust is an assurance service
jointly developed by the American Institute of Certified Public Accountants (AICPA). WebTrust relies on a series of principles and
criteria designed to promote confidence and trust between consumers and companies conducting business on the Internet. Public accounting
firms and practitioners, who obtain a WebTrust business license from the AICPA or the Canadian Institute of Chartered Accountants
(CICA), can provide assurance services to evaluate and test whether a particular web site meets any one of the Trust Services principles
and criteria.
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D.
Exchange Controls
There are currently no exchange
controls restrictions in effect in Switzerland.
E.
Taxation
Material U.S. Federal Income Tax Considerations
for U.S. Holders
The following is a description
of the material U.S. federal income tax consequences to U.S. Holders, as defined below, of owning and disposing of our ADSs. It does not
describe all tax considerations that may be relevant to a particular person's decision to acquire, hold or dispose of ADSs. This discussion
is based on the Internal Revenue Code of 1986, as amended (the "Code"), administrative pronouncements, judicial decisions, final,
temporary and proposed Treasury regulations, and the income tax treaty between Switzerland and the United States (the "Treaty"),
all as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect.
This discussion applies only
to a U.S. Holder that holds ADSs as capital assets for U.S. federal income tax purposes. Furthermore, it does not describe all of the
U.S. federal income tax consequences that may be relevant in light of a U.S. Holder's particular circumstances, including consequences
for purposes of the alternative minimum tax and the potential application of the Medicare contribution tax. Furthermore, it does not address
classes of U.S. holders that may be subject to special rules, such as:
·
banks, insurance companies, and certain other financial institutions;
·
dealers or traders in securities who use a mark-to-market method of tax accounting;
·
persons holding ADSs as part of a hedging transaction, straddle, wash sale, conversion transaction or
other integrated transaction or persons entering into a constructive sale with respect to the ADSs;
·
regulated investment companies or real estate investment trusts;
·
U.S. expatriates and certain former citizens or long-term residents of the United States;
·
U.S. Holders whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
·
entities or arrangements classified as partnerships for U.S. federal income tax purposes;
·
tax-exempt entities, including an "individual retirement account" or "Roth IRA";
·
persons that own or are deemed to own ten percent or more of our shares by vote or value; or
·
persons holding ADSs in connection with a trade or business conducted outside of the United States.
If an entity or arrangement
that is classified as a partnership for U.S. federal income tax purposes holds ADSs, the U.S. federal income tax treatment of a partner
will generally depend on the status of the partner and the activities of the partnership. Partnerships holding ADSs and partners in such
partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of the
ADSs.
A "U.S. Holder"
is a holder who, for U.S. federal income tax purposes, is a beneficial owner of ADSs, who is eligible for the benefits of the Treaty and
who is:
·
a citizen or individual resident of the United States;
·
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of
the United States, any state therein or the District of Columbia; or
·
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
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Generally, a U.S. Holder of
an ADS should be treated for U.S. federal income tax purposes as holding the Class B Shares represented by the ADS. Accordingly, no gain
or loss will be recognized upon an exchange of ADSs for Class B Shares.
U.S. Holders should consult
their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of ADSs in their particular
circumstances.
Taxation of Distributions
As stated above under Item
10B. Memorandum and Articles of Association, we do not intend to pay cash dividends in the foreseeable future. If we do make distributions
of cash or property with respect to ADSs, subject to the passive foreign investment company rules described below, any such distributions
(before reduction for any amounts withheld in respect of Swiss withholding tax), other than certain pro rata distributions of ADSs, will
generally be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S.
federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles,
we expect that distributions generally will be reported to U.S. Holders as dividends.
For so long as our ADSs are
listed on NASDAQ or we are eligible for benefits under the Treaty, dividends paid to certain non-corporate U.S. Holders will be eligible
for taxation as "qualified dividend income" and therefore, subject to applicable limitations, will be taxable at rates not in
excess of the long-term capital gain rate applicable to such U.S. Holder. U.S. Holders should consult their tax advisers regarding the
availability of the reduced tax rate on dividends in their particular circumstances.
The amount of a dividend will
include any amounts withheld by us in respect of Swiss income taxes. The amount of the dividend will be treated as foreign-source dividend
income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to U.S. corporations under the
Code. Dividends will be included in a U.S. Holder's income on the date of the depositary's receipt of the dividend. The amount of any
dividend income paid in foreign currency will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the
date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time. If the
dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain
or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S.
dollars after the date of receipt.
Subject to applicable limitations,
some of which vary depending upon the U.S. Holder's particular circumstances, Swiss income taxes withheld from dividends on ADSs at a
rate not exceeding the rate provided by the Treaty will be creditable against the U.S. Holder's U.S. federal income tax liability. The
rules governing foreign tax credits are complex and U.S. Holders should consult their tax advisers regarding the creditability of foreign
taxes in their particular circumstances. In lieu of claiming a foreign tax credit, U.S. Holders may, at their election, deduct foreign
taxes, including any Swiss income tax, in computing their taxable income, subject to generally applicable limitations under U.S. law.
An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable
year.
Sale or Other Disposition
of ADSs
Subject to the passive foreign
investment company rules described below, gain or loss realized on the sale or other disposition of ADSs will be capital gain or loss,
and will be long-term capital gain or loss if the U.S. Holder held the ADSs for more than one year. The amount of the gain or loss will
equal the difference between the U.S. Holder's tax basis in the ADSs disposed of and the amount realized on the disposition, in each case
as determined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility
of capital losses is subject to various limitations.
Passive Foreign Investment
Company Rules
We will be a PFIC for any
taxable year in which, after the application of certain "look-through" rules with respect to subsidiaries, either (i) 75%
or more of our gross income consists of "passive income," or (ii) 50% or more of the average quarterly value of our assets
consist of assets that produce, or are held for the production of, "passive income." For purposes of the above calculations,
we will be treated as if we hold our proportionate share of the assets of, and receive directly our proportionate share of the income
of, any other corporation in which we directly or indirectly own at least 25%, by value, of the shares of such corporation. Passive income
generally includes interest, dividends, rents, certain non-active royalties and capital gains.
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Based on our financial
statements, business plan and certain estimates and projections, including as to the relative values of our assets, we do not
believe that we were a PFIC for our 2021 taxable year. However, based on the expected composition of our assets following the
pending sale of our 51% stake in arago and its affiliates for cash, which is expected to be completed in the second quarter of 2022,
we are likely to be a PFIC for our 2022 taxable year if we do not spend a substantial amount of our liquid assets on active business
operations or if our market capitalization does not substantially increase. Furthermore, there can be no assurance that the IRS will
agree with our conclusion regarding our PFIC status for 2021, and whether we are or will be classified as a PFIC in any particular year
is uncertain because, among other things, we currently own a substantial amount of passive assets, including cash, and the valuation
of certain of our assets may depend in part on the price of our ordinary shares, which is uncertain and may vary substantially over
time. Accordingly, there can be no assurance that we will not be a PFIC for any taxable year. If a U.S. Holder holds ADSs in any
year in which we are treated as a PFIC, we generally will continue to be treated as a PFIC with respect to that U.S. Holder for all
succeeding years during which the U.S. Holder holds ADSs, even if we cease to meet the threshold requirements for PFIC status.
If we are a PFIC in any taxable
year during which a U.S. Holder holds ADSs (assuming such U.S. Holder had not made a timely mark-to-market election, as described below),
gain recognized by such U.S. Holder on a sale or other disposition (including certain pledges) of the ADSs will be allocated ratably over
the U.S. Holder's holding period for the ADSs. The amounts allocated to the taxable year of the disposition and to any year before we
become a PFIC will be taxed as ordinary income. The amount allocated to each other taxable year will be subject to tax at the highest
rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge will be imposed on such
amount. Further, to the extent that any distribution received by the U.S. Holder on its ADSs exceeds 125% of the average of the annual
distributions on the ADSs received during the preceding three years or the U.S. Holder's holding period, whichever is shorter, that distribution
would be subject to taxation in the same manner as gain recognized on the disposition of the ADSs (as described earlier in this paragraph).
A U.S. Holder can avoid certain
of the adverse rules described above by making a mark-to-market election with respect to its ADSs, provided that the ADSs are "marketable."
ADSs will be marketable if they are "regularly traded" on a "qualified exchange" or other market within the meaning
of applicable Treasury regulations. If a U.S. Holder makes the mark-to-market election, it generally will recognize as ordinary income
any excess of the fair market value of the ADSs at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary
loss in respect of any excess of the adjusted tax basis of the ADSs over their fair market value at the end of the taxable year (but only
to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes the
election, the holder's tax basis in the ADSs will be adjusted to reflect the income or loss amounts recognized. Any gain recognized on
the sale or other disposition of ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as
an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election).
In addition, in order to avoid
the application of the foregoing rules, a United States person that owns stock in a PFIC for U.S. federal income tax purposes may make
a "qualified electing fund" election (a "QEF Election") with respect to such PFIC if the PFIC provides the information
necessary for such election to be made. If a United States person makes a QEF Election with respect to a PFIC, the United States person
will be currently taxable on its pro rata share of the PFIC's ordinary earnings and net capital gain (at ordinary income and capital gain
rates, respectively) for each taxable year that the entity is classified as a PFIC and will not be required to include such amounts in
income when actually distributed by the PFIC. We do not intend to provide information necessary for U.S. Holders to make qualified electing
fund elections.
In addition, if we pay a dividend
to a U.S. Holder with respect to which we are treated as a PFIC, the preferential dividend rates discussed above with respect to dividends
paid to certain non-corporate U.S. Holders will not apply.
If a U.S. Holder owns ADSs
during any year in which we are a PFIC, the holder generally must file annual reports containing such information as the U.S. Treasury
may require on IRS Form 8621 (or any successor form) with respect to us, generally with the holder's federal income tax return for that
year.
U.S. Holders should consult
their tax advisers concerning our potential PFIC status and the potential application of the PFIC rules.
124
Information Reporting and
Backup Withholding
Payments of dividends and
sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to
information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient
or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it
is not subject to backup withholding.
The amount of any backup withholding
from a payment to a U.S. Holder will be allowed as a credit against the holder's U.S. federal income tax liability and may entitle it
to a refund, provided that the required information is timely furnished to the IRS.
Information With Respect
to Foreign Financial Assets
A U.S. Holder who is an individual
and, in certain cases, an entity, and who holds certain specified foreign financial assets (which may include the ADSs) with an aggregate
value in excess of certain thresholds, is generally required to report information related to such interests by attaching a completed
IRS Form 8938 (Statement of Specified Foreign Financial Assets) with such U.S. Holder's tax return for each year in which such
U.S. Holder held an interest in the specified foreign financial assets, subject to certain exceptions (including an exception for ADSs
held in accounts maintained by U.S. financial institutions). Persons who are required to report foreign financial assets and fail to do
so may be subject to substantial penalties. U.S. Holders should consult their tax advisors regarding these information reporting requirements.
SWISS TAX CONSIDERATIONS
Swiss Federal, Cantonal and Communal Individual
Income Tax and Corporate Income Tax
Non-Resident Shareholders
Holders of or shares or ADSs
representing our shares who are not resident in Switzerland for tax purposes, and who, during the relevant taxation year, have not engaged
in a trade or business carried on through a permanent establishment or fixed place of business situated in Switzerland for tax purposes
(all such shareholders are hereinafter referred to as the "Non-Resident Shareholders"), will not be subject to any Swiss
federal, cantonal and communal income tax on dividends and similar cash or in-kind distributions on ADSs representing our shares (including
dividends on liquidation proceeds and stock dividends) (hereinafter referred to as the "Dividends"), distributions based
upon a capital reduction (Nennwertrückzahlungen) or paid out of reserves from capital contributions (Reserven aus Kapitaleinlagen)
on shares underlying the ADSs, or capital gains realized on the sale or other disposition of ADSs (see, however, paragraph 1.3 "Swiss
Federal Withholding Tax" for a summary of Swiss federal withholding tax on Dividends).
Resident Private Shareholders
Swiss resident individuals
who hold their ADSs as private assets all such shareholders are hereinafter referred to as the "Resident Private Shareholders")
are required to include Dividends, but not distributions based upon a capital reduction (Nennwertrückzahlungen) or paid out
of reserves from capital contributions (Reserven aus Kapitaleinlagen) of the shares underlying the ADSs, in their personal income
tax return and are subject to Swiss federal, cantonal and communal income tax on any net taxable income for the relevant taxation period,
including the Dividends, but not the distributions based upon a capital reduction (Nennwertrückzahlungen) or paid out of reserves
from capital contributions (Reserven aus Kapitaleinlagen). Capital gains resulting from the sale or other dispositions of ADSs
are not subject to Swiss federal, cantonal and communal income tax, and conversely, capital losses are not tax-deductible for Resident
Private Shareholders. See paragraph 1.1(C) "Domestic Commercial Shareholders" for a summary of the taxation treatment
applicable to Swiss resident individuals, who, for income tax purposes, are classified as "professional securities dealers".
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Domestic Commercial Shareholders
Corporate and individual shareholders
who are resident in Switzerland for tax purposes and corporate and individual shareholder who are not resident in Switzerland, and who,
in each case, hold their ADSs as part of a trade or business carried on in Switzerland, in the case of corporate and individual shareholders
not resident in Switzerland, through a permanent establishment or fixed place of business situated, for tax purposes, in Switzerland,
are required to recognize Dividends, distributions based upon a capital reduction (Nennwertrückzahlungen) or paid out of reserves
from capital contributions (Reserven aus Kapitaleinlagen) received on shares underlying the ADSs and capital gains or losses realized
on the sale or other disposition of ADSs in their income statement for the relevant taxation period and are subject to Swiss federal,
cantonal and communal individual or corporate income tax, as the case may be, on any net taxable earnings for such taxation period. The
same taxation treatment also applies to Swiss-resident private individuals who, for income tax purposes, are classified as "professional
securities dealers" for reasons of, inter alia, frequent dealing, or leveraged investments in ADSs and other securities (the
shareholders referred to in this paragraph 1.1.(C), hereinafter for the purposes of this section, as the "Domestic Commercial
Shareholders"). Domestic Commercial Shareholders who are corporate taxpayers may be eligible for dividend relief (Beteiligungsabzug)
in respect of Dividends and distributions based upon a capital reduction (Nennwertrückzahlungen) or paid out of reserves from
capital contributions (Reserven aus Kapitaleinlagen) if the shares underlying the ADSs held by them as part of a Swiss business
have an aggregate market value of at least CHF 1 million.
Swiss Cantonal and Communal Private Wealth
Tax and Capital Tax
Non-Resident Shareholders
Non-Resident Shareholders
are not subject to Swiss cantonal and communal private wealth tax or capital tax.
Resident Private Shareholders and Domestic
Commercial Shareholders
Resident Private Shareholders
and Domestic Commercial Shareholders who are individuals are required to report their ADSs as part of private wealth or their Swiss business
assets, as the case may be, and will be subject to Swiss cantonal and communal private wealth tax on any net taxable wealth (including
the ADSs), in the case of Domestic Commercial Shareholders to the extent the aggregate taxable wealth is allocated in Switzerland. Domestic
Commercial Shareholders who are corporate taxpayers are subject to Swiss cantonal and communal capital tax on taxable capital to the extent
the aggregate taxable capital is allocated to Switzerland.
Swiss Federal Withholding Tax
Dividends that the Company
pays on the shares underlying the ADSs are subject to Swiss Federal withholding tax (Verrechnungssteuer) at a rate of 35% on the
gross amount of the Dividend. The Company is required to withhold the Swiss federal withholding tax from the Dividend and remit it to
the Swiss Federal Tax Administration. Distributions based upon a capital reduction (Nennwertrückzahlungen) or paid out of
reserves from capital contributions (Reserven aus Kapitaleinlagen) are not subject to Swiss federal withholding tax.
The Swiss federal withholding
tax on a Dividend will be refundable in full to a Resident Private Shareholder and to a Domestic Commercial Shareholder, who, in each
case, inter alia, as a condition to refund, duly reports the Dividend in his or her individual income tax return as income or recognizes
the Dividends in its income statement as earnings, as applicable.
A Non-Resident Shareholder
may be entitled to a partial refund of the Swiss federal withholding tax on Dividend if the country of his or her residence for tax purposes
has entered into a bilateral treaty for the avoidance of double taxation with Switzerland and the conditions of such treaty are met. Such
shareholders should be aware that the procedures for claiming tax treaty benefits (and the time required for obtaining a refund) might
be different from country to country. For example, a shareholder who is resident of the U.S. for the purposes of the bilateral treaty
between the U.S. and Switzerland is eligible for a refund of the amount of the withholding tax in excess of the 15% treaty rate, provided
such shareholder: (i) qualifies for benefits under this treaty and qualifies as beneficial owner of the Dividends; (ii) hold, directly
or indirectly, less than 10% of the voting stock of the Company; (iii) does not qualify as a pension scheme or retirement arrangement
for the purpose of the bilateral treaty; and (iv) does not conduct business through a permanent establishment or fixed base in Switzerland
to which the ADSs are attributable. Such an eligible U.S. shareholder may apply for a refund of the amount of the withholding tax in excess
of the 15% treaty rate. The applicable refund request form may be filed with the Swiss Federal Tax Administration following receipt of
the dividend and the relevant deduction certificate, however no later than December 31 of the third year following the calendar year in
which the dividend was payable.
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Swiss Federal Stamp Taxes
Any dealings in the ADSs,
where a bank or another securities dealer in Switzerland, as defined in the Swiss Federal Stamp Tax Act, acts as intermediary or is a
party to the transaction, are, subject to certain exemptions provided for in the Swiss Federal Stamp Tax Act, subject to Swiss securities
turnover tax at an aggregate tax rate of up to 0.15% of the consideration paid for such ADSs.
International Automatic Exchange of Information
in Tax Matters
On November 19, 2014, Switzerland
signed the Multilateral Competent Authority Agreement, which is based on article 6 of the OECD/Council of Europe administrative assistance
convention and is intended to ensure the uniform implementation of automatic exchange of information (the "AEOI"). The
Federal Act on the International Automatic Exchange of Information in Tax Matters (the "AEOI Act") entered into force
on January 1, 2017. The AEOI Act is the legal basis for the implementation of the AEOI standard in Switzerland.
The AEOI is being introduced
in Switzerland through bilateral agreements or multilateral agreements. The agreements have, and will be, concluded on the basis of guaranteed
reciprocity, compliance with the principle of specialty (i.e., the information exchanged may only be used to assess and levy taxes (and
for criminal tax proceedings)) and adequate data protection.
Based on such multilateral
agreements and bilateral agreements and the implementing laws of Switzerland, Switzerland exchanges data in respect of financial assets,
including the Shares, held in, and income derived thereon and credited to, accounts or deposits with a paying agent in Switzerland for
the benefit of individuals resident in a EU member state or in a treaty state.
Swiss Facilitation of the Implementation
of the U.S. Foreign Account Tax Compliance Act
Switzerland has
concluded an intergovernmental agreement with the U.S. to facilitate the implementation of FATCA. The agreement ensures that the
accounts held by U.S. persons with Swiss financial institutions are disclosed to the U.S. tax authorities either with the consent of
the account holder or by means of group requests within the scope of administrative assistance. Information will not be transferred
automatically in the absence of consent, and instead will be exchanged only within the scope of administrative assistance on the
basis of the double taxation agreement between the U.S. and Switzerland. On October 8, 2014, the Swiss Federal Council approved a
mandate for negotiations with the U.S. on changing the current direct-notification-based regime to a regime where the relevant
information is sent to the Swiss Federal Tax Administration, which in turn provides the information to the U.S. tax authorities.
F.
Dividends and Paying Agents
Not applicable.
G.
Statement by Experts
Not applicable.
H.
Documents on Display
Under the Exchange Act, we
are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within 120
days of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained
at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request
copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. The SEC also maintains a website at www.sec.gov that contains reports, proxy
and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.
As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports
and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery
provisions contained in Section 16 of the Exchange Act. Our financial statements have been prepared in accordance with U.S. GAAP.
127
We will make available to
our shareholders annual reports, which will include a review of operations and annual audited consolidated financial statements prepared
in conformity with U.S. GAAP. Our documents may be available at our corporate headquarters at General-Guisan-Strasse 6, 6300 Zug, Switzerland.
I.
Subsidiary Information
Not applicable.
Item 11.
Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to
market risks primarily related to foreign currency exchange rates, commodity prices, and changes in the value of investment securities.
The Company is not exposed to interest rate risks because all its financial instruments have fixed interest rate terms.
The table below shows the
balances of our market risk sensitive instruments, which are financial instruments, as at the end of the latest fiscal year grouped by
functional currency, and the expected cash flows from these instruments for each of the next five years. The contractual cash flows are
presented on an undiscounted cash flow basis, including interest expense. For those instruments where the lender has the choice to settle
the repayment of principal and interests in cash or in shares, we have assumed that all amounts would be repaid in cash; this table therefore
shows the maximum expected cash flows. Additional details on the financial instruments considered are available in Note 27 of our consolidated
financial statements for the years ended December 31, 2021 and 2020.
Expected
cash flows by period
Market
risk sensitive instruments (USD'000)
Net
carrying amount
Principal
amount and interests
Weighted
average effective interest rate per annum
Total
Less
than 1 year
Between
1 and 2 years
Between
2 and 3 years
Between
3 and 4 years
Between
4 and 5 years
More
than 5 years
Debt and convertible note obligations:
- held by entities
with CHF functional currency
4,580
4,580
0
%
4,580
4,135
105
105
105
105
26
-
held by entities with GBP functional currency
84
84
0
%
84
84
—
—
—
—
—
Total
contractual obligations
4,664
4,664
4,664
4,219
105
105
105
105
26
Foreign currency exchange rate risk
For information about the
foreign currency exchange rate risk see Item 5.A. Operating Results.
Commodity price risk
The Company has only a very
limited exposure to price risk related to anticipated purchases of certain commodities used as raw material. Our raw material inventory
was USD 950,000 as at December 31, 2021. A change in those prices may affect our gross margin, however because the inventory balance
is relatively small in comparison with our total assets, the Company does not enter into commodity futures, forwards or any other hedge
instrument to manage fluctuations in prices of anticipated purchases.
128
Risk of changes in the value of investment
securities
As at December 31, 2021, the
Company had three investment securities apart from the investments in consolidated subsidiaries:
-
an investment in equity securities at fair value of USD 1,251 (see Note 22 of our consolidated financial
statement as at December 31, 2021),
-
an investment in equity securities at cost of USD 500,566 (see Note 21 of our consolidated financial
statement as at December 31, 2021), and
-
an investment in equity securities at cost of USD 7,000,000 fully impaired in 2020 (see Note 21 of
our consolidated financial statement as at December 31, 2021).
The Company has not entered
into any instrument to hedge against the fluctuation in value of these equity instruments.
For the equity instrument
held at fair value, the Company manages the risk of fluctuation of its market price by regularly reviewing the share prices and financial
position of the issuer. Changes in the fair value of the equity are recorded in the income statement in the period in which they occur.
For the equity instrument
held at cost, the Company is in regular contact with the management of the issuer to review its financial position, so as to manage the
risk of fluctuation.
Item 12.
Description of Securities Other than Equity Securities
A.
Debt Securities
Not applicable.
B.
Warrants and Rights
Not applicable.
C.
Other Securities
Not applicable.
D.
American Depositary Shares
Fees and Expenses
Persons depositing or withdrawing Class B Shares or ADS holders must pay:
For:
USD 5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
• Issuance of ADSs, including issuances resulting
from a distribution of Class B Shares or rights or other property
• Cancellation of ADSs for the purpose
of withdrawal, including if the deposit agreement terminates
129
Persons depositing or withdrawing Class B Shares or ADS holders must pay:
For:
USD 0.05 (or less) per ADS
• Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been Class B Shares and the Class B Shares had been deposited for issuance of ADSs
• Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
USD 0.05 (or less) per ADSs per calendar year
• Depositary services
Registration or transfer fees
• Transfer and registration of Class B Shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw Class B Shares
Expenses of the depositary
• Cable, telex and facsimile transmissions (when
expressly provided in the deposit agreement)
• Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
• As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities
• As necessary
The depositary collects its
fees for delivery and surrender of ADSs directly from investors depositing Class B Shares or surrendering ADSs for the purpose of withdrawal
or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from
the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for
depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts
of participants acting for them. The depositary may generally refuse to provide fee-based services until its fees for these services are
paid.
From time to time, the depositary
may make payments to us to reimburse and/or Class B Share revenue from the fees collected from ADS holders, or waive fees and expenses
for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the ADS program. In performing
its duties under the deposit agreement, the depositary may use brokers, dealers or other service providers that are affiliates of the
depositary and that may earn or share fees or commissions.
Depositary Payments
In 2021, we did not receive
any payments or reimbursements from The Bank of New York Mellon, the depositary bank of our ADS program.
130
Item 13.
Defaults, Dividend Arrearages and Delinquencies
None.
Item 14.
Material Modifications to The Rights of Security Holders and Use
of Proceeds
None.
Item 15.
Controls and Procedures
(a) Our Chief Executive Officer
and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act
Rule 13a-15(e)) as of the end of the period covered by this annual report, have concluded that, as of such date, our disclosure controls
and procedures were effective.
(b) Management’s annual
report on internal control over financial reporting: Our Board of Directors and management are responsible for establishing and maintaining
adequate internal control over financial reporting. Our internal control over financial reporting was designed to provide reasonable assurance
to our management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of
its published consolidated financial statements.
Internal controls over financial
reporting, no matter how well designed, have inherent limitations. Therefore, even those internal controls over financial reporting determined
to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement
preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness
of our internal control over financial reporting as of December 31, 2021. In making this assessment, it used the criteria established
in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our assessment, management concluded that, as of December 31, 2021, our internal control over financial reporting is effective
based on those criteria.
(c) Not applicable.
(d) There were no changes
to our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16.
[RESERVED]
Item16A.
Audit Committee Financial Expert
Our Board of Directors has
determined that Mr. Jean-Philippe Ladisa possesses specific accounting and financial management expertise and that he is an Audit Committee
Financial Expert as defined by the SEC. Mr. Ladisa is also “independent” in accordance with NASDAQ rule and the applicable
requirements of Rule 10A-3 of the Exchange Act.
Item 16B.
Code of Ethics
We have followed Swiss law
which does not require a company to have a code of ethics applicable to all directors, officers and employees. We do, however, expect
ethical behavior from all our directors, officers and employees.
Item 16C.
Principal Accounting Fees and Services
(a) Audit Fees: The
aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements
or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements amounted to
CHF 634,692 (USD 694,478) and CHF 764,092 (USD 814,523) respectively for the years ended December 31, 2021 and
2020.
131
(b) Audit-Related Fees:
None.
(c) Tax Fees: None.
(d) All Other Fees:
None.
(e) Audit committee’s
pre-approval policies and procedures: Our audit committee is responsible for overseeing the activities of BDO, our principal accountant.
The audit committee regularly evaluates the performance of BDO and, based on this, once a year determines whether BDO should be proposed
to the shareholders for election. To assess the performance of BDO, the audit committee holds meetings with the CFO. Criteria applied
for the performance assessment of BDO include an evaluation of its technical and operational competence; its independence and objectivity;
the sufficiency of the resources it has employed; its focus on areas of significant risk; its willingness to probe and challenge; its
ability to provide effective, practical recommendations; and the openness and effectiveness of its communications and coordination with
the audit committee.
In the years ended December
31, 2021 and 2020, BDO has not provided services other that those rendered for the audit of our annual financial statements or in connection
with statutory and regulatory filings or engagements.
(f) Not applicable.
Item 16D.
Exemptions from the Listing Standards for Audit Committees
None.
Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In the year ended December
31, 2021, the Company purchased its own Class B Shares as per detail below:
Period
(a) Total Number of Shares Purchased1
(b) Average Price Paid per Share
(c) Maximum Number of Shares that may Yet Be Purchased Under the Plans or Programs
November 01 to November 30, 2021
45,120
USD 1.05
2,980,783
December 01 to December 31, 2021
236,880
USD 0.95
2,743,903
Total
282,000
USD 1.00
2,743,903
1 Column (a) shows shares purchased
as part of our share buyback program which was approved by the Board of directors on June 18, 2019 and publicly announced on July 08,
2019. WISeKey has received approval from the Swiss Takeover Board to purchase up to 3,682,848 of its Class B Shares. This maximum amount
of shares is equivalent to 10% of the registered share capital of the Company. The shares will be purchased in the open market starting
July 09, 2019 for a period of 3 years until July 07, 2022. WISeKey has the right to terminate the buyback program early.
Item 16F.
Change in Registrant's Certifying Accountant
None.
Item 16G.
Corporate Governance
See Item 6.C. Board Practices
for significant ways in which our corporate governance practices differ from NASDAQ’s standards.
Item 16H.
Mine Safety Disclosure
Not applicable.
132
Item 16I.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 17.
Financial Statements
The Company has elected to
furnish the financial statements and related information specified in Item 18.
Item 18.
Financial Statements
The consolidated financial
statements and related notes required by this Item 18 are included in this annual report beginning on page F-1.
The registrant hereby certifies
that it meets all of the requirements for filing of Form 20-F and that it has duly caused and authorized the undersigned to sign this
annual report on its behalf.
WISEKEY INTERNATIONAL HOLDING AG
By:
/s/ Carlos Moreira /s/ Peter Ward
Carlos Moreira Peter Ward
Chief Executive Officer CFO
Date: April 13, 2022
137
Index to Financial Statements
Report of Independent Registered Public Accounting Firm (BDO AG; Zurich, Switzerland; PCAOB ID# 5988)
F-2
Consolidated Statement of Comprehensive Income / (Loss)
F-3
Consolidated Balance Sheet
F-4
Consolidated Statements of Changes on Shareholders' Equity (Deficit)
F-5
Consolidated Statements of Cash Flows
F-6
Notes to Consolidated Financial Statements
F-7
138
WISeKey Consolidated Financial Statements
for Years Ended December 31, 2019, 2020 and
2021
F-1
1.
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
WISeKey International Holding AG
6300 Zug
Switzerland
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of WISeKey International Holding AG (the “Company”) as of December
31, 2021 and 2020, the related consolidated statements of comprehensive income/loss, changes in shareholders’ equity, and cash
flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for
our opinion.
Zurich, Switzerland, April 13, 2022
BDO AG
/s/
Christoph Tschumi
/s/
Philipp Kegele
Christoph Tschumi
Philipp Kegele
We have served as the Company's auditor since
2015.
F-2
2. Consolidated
Statements of Comprehensive Income/(Loss)
12 months ended December 31,
12 months ended December 31,
12 months ended December 31,
Note
USD'000
2021
2020
2019
Ref.
Net sales
22,258
14,779
22,652
33
Cost of sales
(12,869
)
(8,578
)
(12,871
)
Depreciation of production assets
(301
)
(736
)
(325
)
Gross profit
9,088
5,465
9,456
Other operating income
183
43
180
34
Research & development expenses
(7,007
)
(6,012
)
(6,422
)
Selling & marketing expenses
(10,226
)
(7,355
)
(7,929
)
General & administrative expenses
(18,726
)
(10,673
)
(15,789
)
Total operating expenses
(35,776
)
(23,997
)
(29,960
)
Operating loss
(26,688
)
(18,532
)
(20,504
)
Non-operating income
8,638
1,127
1,918
36
Debt conversion expense
(325
)
Gain on derivative liability
—
44
214
6
Gain / (loss) on debt extinguishment
—
—
(233
)
Interest and amortization of debt discount
(1,057
)
(458
)
(742
)
27
Non-operating expenses
(4,755
)
(11,079
)
(3,670
)
37
Loss from continuing operations before income tax expense
(24,187
)
(28,898
)
(23,017
)
Income tax expense
93
(9
)
(13
)
Loss from continuing operations, net
(24,094
)
(28,907
)
(23,030
)
Discontinued operations:
Net sales from discontinued operations
—
—
1,934
Cost of sales from discontinued operations
—
—
(791
)
Total operating and non-operating expenses from discontinued operations
—
—
(1,801
)
Income tax recovery from discontinued operations
—
—
42
Gain on disposal of a business, net of tax on disposal
—
—
31,100
Income / (loss) on discontinued operations
—
—
30,484
Net income / (loss)
(24,094
)
(28,907
)
7,454
Less: Net income / (loss) attributable to noncontrolling interests
(3,754
)
(248
)
(733
)
Net income / (loss) attributable to WISeKey International Holding AG
(20,340
)
(28,659
)
8,187
Earnings per share
Earnings from continuing operations per share - Basic
(0.34
)
(0.68
)
(0.64
)
40
Earnings from continuing operations per share - Diluted
(0.34
)
(0.68
)
(0.64
)
40
Earnings from discontinued operations per share - Basic
—
—
0.84
40
Earnings from discontinued operations per share - Diluted
—
—
0.81
40
Earning per share attributable to WISeKey International Holding AG
Basic
(0.28
)
(0.67
)
0.23
40
Diluted
(0.28
)
(0.67
)
0.23
40
Other comprehensive income / (loss), net of tax:
Foreign currency translation adjustments
(1,534
)
1,729
516
Change in unrealized gains related to available-for-sale debt securities
(1,965
)
5,385
—
11
Defined benefit pension plans:
29
Net gain (loss) arising during period
1,572
1,189
(2,199
)
Reclassification adjustments
7,350
—
—
Other comprehensive income / (loss)
(5,347
)
8,303
(1,683
)
Comprehensive income / (loss)
(29,441
)
(20,604
)
5,771
Other comprehensive income / (loss) attributable to noncontrolling interests
186
(95
)
(127
)
Other comprehensive income / (loss) attributable to WISeKey International Holding AG
(5,533
)
8,398
(1,556
)
Comprehensive income / (loss) attributable to noncontrolling interests
(3,567
)
(343
)
(860
)
Comprehensive income / (loss) attributable to WISeKey International Holding AG
(25,874
)
(20,261
)
6,631
The accompanying notes are an integral part of
these consolidated financial statements.
F-3
3. Consolidated
Balance Sheets
As at December 31,
As at December 31,
Note
USD'000
2021
2020
ref.
ASSETS
Current assets
Cash and cash equivalents
34,249
19,650
7
Restricted cash, current
110
2,113
8
Accounts receivable, net of allowance for doubtful accounts
3,261
2,900
9
Notes receivable from employees
68
37
10
Available-for-sale debt security
—
9,190
11
Inventories
2,710
2,474
12
Prepaid expenses
1,435
649
Deferred charges, current
—
836
Other current assets
677
814
13
Total current assets
42,510
38,663
Noncurrent assets
Notes receivable, noncurrent
190
183
14
Deferred income tax assets
6
3
Deferred tax credits
848
1,312
16
Property, plant and equipment net of accumulated depreciation
587
1,000
17
Intangible assets, net of accumulated amortization
9,186
9
18
Finance lease right-of-use assets
171
246
19
Operating lease right-of-use assets
3,706
2,502
19
Goodwill
30,841
8,317
20
Deferred charges, noncurrent
—
169
Equity securities, at cost
501
—
21
Equity securities, at fair value
1
301
22
Other noncurrent assets
258
176
23
Total noncurrent assets
46,295
14,218
TOTAL ASSETS
88,805
52,881
LIABILITIES
Current Liabilities
Accounts payable
16,448
13,099
24
Notes payable
6,249
4,115
25
Convertible note payable, current
—
5,633
27
Deferred revenue, current
487
302
33
Current portion of obligations under finance lease liabilities
55
119
19
Current portion of obligations under operating lease liabilities
950
601
19
Income tax payable
11
3
Other current liabilities
552
1,105
26
Total current liabilities
24,752
24,977
Noncurrent liabilities
Bonds, mortgages, convertible note payable and other long-term debt
458
646
27
Convertible note payable, noncurrent
9,049
3,710
27
Deferred revenue, noncurrent
100
19
33
Finance lease liabilities, noncurrent
—
67
19
Operating lease liabilities, noncurrent
2,878
1,901
19
Indebtedness to related parties, noncurrent
2,395
—
28
Employee benefit plan obligation
4,769
6,768
29
Deferred income tax liability
2,906
—
38
Other deferred tax liabilities
62
38
Other noncurrent liabilities
57
329
Total noncurrent liabilities
22,674
13,478
TOTAL LIABILITIES
47,426
38,455
Commitments and contingent liabilities
30
SHAREHOLDERS' EQUITY
Common stock - Class A
400
400
31
CHF 0.01 par value
Authorized - 40,021,988 and 40,021,988 shares
Issued and outstanding - 40,021,988 and 40,021,988 shares
Common stock - Class B
4,685
2,490
31
CHF 0.05 par value
Authorized - 138,058,468 and 63,234,625
Issued - 88,120,054 and 47,622,689
Outstanding - 80,918,390 and 42,839,554
Share subscription in progress
—
1
Treasury stock, at cost (7,201,664 and 4,783,135 shares held)
(636
)
(505
)
31
Additional paid-in capital
268,199
224,763
Accumulated other comprehensive income / (loss)
1,407
6,940
32
Accumulated deficit
(238,160
)
(217,820
)
Total shareholders'equity attributable to WISeKey shareholders
35,895
16,269
Noncontrolling interests in consolidated subsidiaries
5,484
(1,843
)
Total shareholders'equity
41,379
14,426
TOTAL LIABILITIES AND EQUITY
88,805
52,881
The accompanying notes are an integral part of
these consolidated financial statements.
F-4
4. Consolidated
Statements of Changes in Shareholders’ Equity
Additional Paid-In Capital
Share Subscription in Progress
Accumulated Deficit
Accumulated Other Comprehensive Income/(Loss)
Total Stockholders’ Equity
Noncontrolling Interests
Number
of common shares
Common
Share Capital
USD'000
Class
A
Class
B
Class
A
Class
B
Total
share capital
Treasury
Shares
Additional
paid-in capital
Share
subscription in progress
Accumulated
deficit
Accumulated
other comprehensive income / (loss)
Total
stockholders' equity
Non
controlling interests
Total
equity
As
at December 31, 2019
40,021,988
28,824,086
400
1,475
1,875
(1,288)
212,036
6
(189,161)
(1,453)
22,015
(1,571)
20,444
Common stock issued1
—
8,261,363
—
448
448
—
—
—
—
—
448
—
448
Options exercised1
—
2,537,240
—
126
126
—
—
—
—
—
126
—
126
Stock-based compensation
—
—
—
—
—
—
393
(5)
—
—
388
—
388
Changes in treasury shares
—
8,000,000
—
441
441
(439)
—
—
—
—
2
—
2
Yorkville SEDA
—
—
—
—
—
1,252
(228)
—
—
—
1,024
—
1,024
Crede convertible loan
—
—
—
—
—
517
2,007
—
—
—
2,524
—
2,524
LSI convertible loan
—
—
—
—
—
20
1,242
—
—
—
1,262
—
1,262
Nice & Green loan
—
—
—
—
—
106
8,749
—
—
—
8,855
—
8,855
GTO facility
—
—
—
—
—
23
593
—
—
—
616
—
616
Change in Ownership in WISeKey SA
—
—
—
—
—
—
(29)
—
—
(5)
(34)
71
37
Share buyback program
—
—
—
—
—
(696)
—
—
—
—
(696)
—
(696)
Net loss
—
—
—
—
—
—
—
—
(28,659)
—
(28,659)
(248)
(28,907)
Other comprehensive
income / (loss)
—
—
—
—
—
—
—
—
—
8,393
8,398
(95)
8,303
As at December
31, 2020
40,021,988
47,622,689
400
2,490
2,890
(505)
224,763
1
(217,820)
6,940
16,269
(1,843)
14,426
Common stock issued1
—
—
—
—
—
—
(154)
—
—
—
(154)
—
(154)
Options exercised1
—
30,497
—
2
2
—
2
(1)
—
—
3
—
3
Stock-based compensation
—
—
—
—
—
—
3,783
—
—
—
3,783
—
3,783
Changes in treasury shares
—
28,386,037
—
1,528
1,528
(1,528)
—
—
—
—
—
—
—
Yorkville SEDA
—
—
—
—
—
250
160
—
—
—
410
—
410
Crede convertible loan
—
3,058,358
—
174
174
56
3,512
—
—
—
3,742
—
3,742
GTO Facility
—
9,022,473
—
491
491
259
14,620
—
—
—
15,370
—
15,370
L1 Facility
—
—
—
—
—
645
12,387
—
—
—
13,032
—
13,032
Anson Facility
—
—
—
—
—
453
9,126
—
—
—
9,579
—
9,579
Change in Ownership within the Group
—
—
—
—
—
—
—
—
—
—
—
(26)
(26)
Acquisition of Arago Group
—
—
—
—
—
—
—
—
—
—
—
10,921
10,921
Share buyback program
—
—
—
—
—
(266)
—
—
—
—
(266)
—
(266)
Net loss
—
—
—
—
—
—
—
—
(20,340)
—
(20,340)
(3,754)
(24,094)
Other comprehensive
income / (loss)
—
—
—
—
—
—
—
—
—
(5,533)
(5,533)
186
(5,347)
As at December
31, 2021
40,021,988
88,120,054
400
4,685
5,085
(636)
268,199
—
(238,160)
1,407
35,895
5,484
41,379
1.
The articles of association of the Company had not been fully updated as of December 31, 2021 with the shares issued out of conditional
capital.
The accompanying notes are an integral part
of these consolidated financial statements.
F-5
5. Consolidated
Statements of Cash Flows
12 months ended December 31,
12 months ended December 31,
12 months ended December 31,
USD'000
2021
2020
2019
Cash Flows from operating activities:
Net Income (loss)
(24,094
)
(28,907
)
7,454
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of property, plant & equipment
513
988
821
Amortization of intangible assets
481
604
534
Impairment charge
—
7,000
—
Debt conversion expense
325
—
—
Interest and amortization of debt discount
1,057
458
783
Loss / (gain) on derivative liability
—
(44
)
(214
)
Loss on debt extinguishment
—
—
1,326
Stock-based compensation
3,783
393
5,414
Bad debt expense
18
24
99
Inventory obsolescence impairment
—
457
535
Income tax expense / (recovery) net of cash paid
(131
)
9
(17
)
Release of provision
—
(52
)
—
Other non cash expenses /(income)
Expenses settled in equity
146
14
40
Gain on disposal of a business
—
—
(31,100
)
Unrealized gains related to available-for-sale debt securities recorded in the income statement after acquisition of arago
(5,553
)
—
—
Other
172
455
80
Unrealized and non cash foreign currency transactions
300
800
157
Changes in operating assets and liabilities, net of effects of businesses acquired
Decrease (increase) in accounts receivables
207
870
1,346
Decrease (increase) in inventories
(236
)
313
1,399
Decrease (increase) in other current assets, net
737
46
(84
)
Decrease (increase) in deferred research & development tax credits, net
464
1,176
19
Decrease (increase) in other noncurrent assets, net
1,805
53
(77
)
Increase (decrease) in accounts payable
2,061
2,386
(1,765
)
Increase (decrease) in deferred revenue, current
(723
)
213
25
Increase (decrease) in income taxes payable
8
(8
)
(362
)
Increase (decrease) in other current liabilities
(2,370
)
(199
)
(217
)
Increase (decrease) in deferred revenue, noncurrent
81
9
2,247
Increase (decrease) in defined benefit pension liability
(570
)
66
258
Increase (decrease) in other noncurrent liabilities
(272
)
326
(2,592
)
Net cash provided by (used in) operating activities
(21,791
)
(12,550
)
(13,891
)
Cash
Flows from investing activities:
Sale / (acquisition) of equity securities
(476
)
—
(4,000
)
Sale / (acquisition) of property, plant and equipment
(36
)
(52
)
(293
)
Sale of a business, net of cash and cash equivalents divested
—
—
40,919
Acquisition of a business, net of cash and cash equivalents acquired
(2,013
)
(3,845
)
—
Net cash provided by (used in) investing activities
(2,525
)
(3,897
)
36,626
Cash Flows from financing activities:
Proceeds from options exercises
4
68
3,412
Proceeds from issuance of Common Stock
226
2,194
1,112
Proceeds from convertible loan issuance
44,362
22,053
2,860
Proceeds from debt
—
646
4,030
Repayments of debt
(5,276
)
(2,344
)
(27,631
)
Payments of debt issue costs
(2,341
)
—
(42
)
Repurchase of treasury shares
—
(1,135
)
(1,025
)
Net cash provided by (used in) financing activities
36,975
21,482
17,284
Effect of exchange rate changes on cash and cash equivalents
(63
)
82
(200
)
Cash and cash equivalents
Net increase (decrease) during the period
12,596
5,117
5,492
Balance, beginning of period
21,763
16,646
11,154
Balance, end of period
34,359
21,763
16,646
Reconciliation to balance sheet
Cash and cash equivalents from continuing operations
34,249
19,650
12,121
Restricted cash, current from continuing operations
110
2,113
2,525
Restricted cash, noncurrent from continuing operations
—
—
2,000
Cash and cash equivalents from discontinued operations
—
—
—
Balance, end of period
34,359
21,763
16,646
Supplemental cash flow information
Cash paid for interest, net of amounts capitalized
490
250
756
Cash paid for incomes taxes
—
46
12
Noncash conversion of convertible loans into common stock
43,704
12,946
1,771
Restricted cash received for share subscription in progress
—
1
5
ROU assets obtained from finance lease
—
—
321
ROU assets obtained from operating lease
2,375
544
3,768
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
6. Notes
to the Consolidated Financial Statements
Note 1.The WISeKey Group
WISeKey International Holding AG, together with
its consolidated subsidiaries (“WISeKey” or the “Group” or the “WISeKey Group”),
has its headquarters in Switzerland. WISeKey International Holding AG, the ultimate parent of the WISeKey Group, was incorporated in December
2015 and is listed on the Swiss Stock Exchange, SIX SAG with the valor symbol “WIHN” since March 2016 and on the NASDAQ Capital
Market exchange with the valor symbol “WKEY” since December 2019.
The Group develops, markets, hosts and supports
a range of solutions that enable the secure digital identification of people, content and objects, by generating digital identities that
enable its clients to monetize their existing user bases and at the same time, expand its own eco-system. WISeKey generates digital identities
from its current products and services in Cybersecurity Services, IoT (internet of Things), Digital Brand Management and Mobile Security.
In 2021, the Group entered the field of Artificial Intelligence (“AI”) with the acquisition of arago GmbH.
The Group leads a carefully planned vertical integration
strategy through acquisitions of companies in the industry. The strategic objective is to provide integrated services to its customers
and also achieve cross-selling and synergies across WISeKey. Through this vertical integration strategy, WISeKey anticipates being able
to generate profits in the near future.
Note 2.Future operations and going concern
The Group experienced a loss from operations in
this reporting period. Although the WISeKey Group does anticipate being able to generate profits in the near future, this cannot be predicted
with any certainty. The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going
concern.
The Group incurred a net operating loss of USD 26.7
million and had positive working capital of USD 17.8 million as at December 31, 2021, calculated as the difference between
current assets and current liabilities. Based on the Group’s cash projections for the next 12 months to April 30, 2023, it has sufficient
liquidity to fund operations and financial commitments. Historically, the Group has been dependent on equity financing to augment the
operating cash flow to cover its cash requirements. Any additional equity financing may be dilutive to shareholders.
On February 08, 2018 the Group entered into a
Standby Equity Distribution Agreement (“SEDA”) with Yorkville (see Note 27 for detail). Pursuant to the SEDA, Yorkville
commits to provide equity financing to WISeKey in the aggregate amount of up to CHF 50.0 million in exchange for Class B Shares over a
three-year period. Provided that a sufficient number of Class B Shares is provided through share lending, WISeKey has the right to make
drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe for (if the Class B Shares are issued out of authorized
share capital) or purchase (if the Class B Shares are delivered out of treasury) Class B Shares worth up to CHF 5.0 million
by drawdown, subject to certain exceptions and limitations. On March 04, 2020, the SEDA was extended by 24 months to March
31, 2023. In the year 2021, WISeKey made one drawdown for CHF 363,876 (USD 380,568 at historical rate). As at December 31, 2021,
the outstanding equity financing available was CHF 45,643,955.
On May 18, 2020, the Group entered into an Agreement
for the Issuance and Subscription of Convertible Notes (the “Nice & Green Facility”) with Nice & Green SA (“Nice
& Green”) (see Note 27 for detail.) Pursuant to the Nice & Green Facility, Nice & Green commits to subscribe for
up to CHF 10.0 million of interest-free convertible notes, over a two-year period. Subject to a cash redemption right of WISeKey, the
convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12 months from issuance. In year
2021, WISeKey made no subscription. As at December 31, 2021, the outstanding Nice & Green Facility available was CHF 1,083,111
(USD 1,187,876) and there were no unconverted outstanding loan amounts.
Convertible Debt
On June 29,2021, WISeKey entered into an Agreement
for the Subscription of up to $22M Convertible Notes (the “L1 Facility”) with L1 Capital Global Opportunities Master
Fund (“L1”), pursuant to which L1 commits to grant a loan to WISeKey for up to a maximum amount of USD 22 million
divided into tranches of variable sizes, during a commitment period of 24 months ending June 28, 2023. The initial tranche was agreed
in the L1 Facility agreement as USD 11 million to be funded on June 29, 2021 (the “L1 Initial Tranche”).
On September 27, 2021, WISeKey and L1 signed the First Amendment to the Subscription Agreement (the “L1 First Amendment”),
pursuant to which, for the remaining facility, WISeKey has the right to request L1 to subscribe for four “accelerated” note
tranches of up to USD 2,750,000 each or any other amount agreed between the parties (the “L1 Accelerated Tranches”),
at the date and time determined by WISeKey during the commitment period, subject to certain conditions. In 2021, WISeKey made five subscriptions
under the L1 Facility for a total of USD 6 million L1 Accelerated Tranches, in addition to the L1 Initial Tranche of USD 11 million.
As at December 31, 2021, the outstanding L1 Facility available was USD 5 million. Convertible notes in an aggregate amount of
USD 3.5 million remained unconverted.
F-7
On June 29,2021, WISeKey entered into an Agreement
for the Subscription of up to $22M Convertible Notes (the “Anson Facility”) with Anson Investments Master Fund LP (“Anson”),
pursuant to which Anson commits to grant a loan to WISeKey for up to a maximum amount of USD 22 million divided into tranches
of variable sizes, during a commitment period of 24 months ending June 28, 2023. The initial tranche was agreed in the Anson Facility
agreement as USD 11 million to be funded on June 29, 2021 (the “Anson Initial Tranche”). On September 27,
2021, WISeKey and Anson signed the First Amendment to the Subscription Agreement, pursuant to which, for the remaining facility, WISeKey
has the right to request Anson to subscribe for four “accelerated” note tranches of up to USD 2,750,000 each or any other
amount agreed between the parties (the “Anson Accelerated Tranches”), at the date and time determined by WISeKey during
the commitment period, subject to certain conditions. In 2021, WISeKey made two subscriptions under the Anson Facility for a total of
USD 5.5 million Anson Accelerated Tranches, in addition to the Anson Initial Tranche of USD 11 million. As at December
31, 2021, the outstanding Anson Facility available was USD 5.5 million. Convertible notes in an aggregate amount of USD 6.7 million
remained unconverted.
The SEDA, the Nice & Green Facility, the L1
Facility and the Anson Facility will be used as a safeguard should there be any additional cash requirements not covered by other types
of funding.
Based on the foregoing, Management believe it
is correct to present these figures on a going concern basis.
Note 3.Basis of presentation
The consolidated financial statements are prepared
in accordance with the Generally Accepted Accounting Principles in the United States of America (“US GAAP”) as set
forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). All amounts are in United States
dollars (“USD”) unless otherwise stated.
Acquisition of arago
On February 1, 2021, the Company acquired arago
GmbH, a private German company, and its affiliates (together, “arago” or the “arago Group”). arago
is a leader in artificial intelligence automation. arago aims to provide the benefits of artificial intelligence to enterprise customers
globally through knowledge automation. arago uses modern technologies such as inference and machine learning in order to automatically
operate the entire IT stack – from heterogeneous environments to individual applications.
The assets, liabilities and results of arago have
been consolidated in the Group’s financial statements from the acquisition date of February 1, 2021.
Note 4.Summary of significant accounting policies
Fiscal Year
The Group’s fiscal year ends on December
31.
F-8
Principles of Consolidation
The consolidated financial statements include
the accounts of WISeKey and its wholly-owned or majority-owned subsidiaries over which the Group has control.
The consolidated comprehensive loss and net loss
of non-wholly owned subsidiaries is attributed to owners of the Group and to the noncontrolling interests in proportion to their relative
ownership interests.
Intercompany income and expenses, including unrealized
gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated.
General Principles of Business Combinations
The Company uses the acquisition method to account
for business combination, in line with ASC Topic 805-10 Business Combinations. Subsidiaries acquired or divested in the course of the
year are included in the consolidated financial statements respectively as of the date of purchase, and up to the date of sale. The consideration
for the acquisition is measured as the fair value of the assets transferred, the liabilities incurred and the equity interests issued
by the Company.
Goodwill is initially measured as the excess of
the aggregate of the consideration transferred and the fair value of non-controlling interests over the net identifiable assets acquired
and liabilities assumed.
Use of Estimates
The preparation of consolidated financial statements
in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. We believe these estimates, judgements
and assumptions are reasonable, based upon information available at the time they were made. These estimates, judgments and assumptions
can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of
revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions
and the actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular
transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas
in which management’s judgment in selecting from available alternatives would not produce a materially different result.
Foreign Currency
In general, the functional currency of a foreign
operation is the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance
sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. The effects of foreign currency
translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income/loss. The
Group's reporting currency is USD.
Cash and Cash Equivalents
Cash consists of deposits held at major banks
that are readily available. Cash equivalents consist of highly liquid investments that are readily convertible to cash and with original
maturity dates of three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities
of these instruments.
Accounts Receivable
Receivables represent rights to consideration
that are unconditional and consist of amounts billed and currently due from customers, and revenues that have been recognized for accounting
purposes but not yet billed to customers. The Group extends credit to customers in the normal course of business and in line with industry
practices.
Allowance for Doubtful Accounts
We recognize an allowance for credit losses to
present the net amount of receivables expected to be collected as of the balance sheet date. The allowance is based on the credit losses
expected to arise over the asset’s contractual term taking into account historical loss experience, customer-specific data as well
as forward looking estimates. Expected credit losses are estimated individually.
Accounts receivable are written off when deemed
uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries, which are not to exceed the
amount previously written off, are considered in determining the allowance balance at the balance sheet date.
F-9
Inventories
Inventories are stated at the lower of cost or
net realizable value. Costs are calculated using standard costs, approximating average costs. Finished goods and work-in-progress inventories
include material, labor and manufacturing overhead costs. The Group records write-downs on inventory based on an analysis of obsolescence
or a comparison to the anticipated demand or market value based on a consideration of marketability and product maturity, demand forecasts,
historical trends and assumptions about future demand and market conditions.
Property, Plant and Equipment
Property, Plant and Equipment
Minimum
Maximum
Property, plant and equipment are stated at
cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives which
range from 1 to 5 years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or
the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable.
Intangible Assets
Intangible Assets
Those intangible assets that are considered to
have a finite useful life are amortized over their useful lives, which generally range from 1 to 14 years. Each period we evaluate the
estimated remaining useful lives of intangible assets and whether events or changes in circumstances require a revision to the remaining
periods of amortization or that an impairment review be carried out.
Intangible assets with indefinite lives are not
amortized but are subject to annual reviews for impairment.
Leases
In line with ASC 842, the Group, as a lessee,
recognizes right-of-use assets and related lease liabilities on its balance sheet for all arrangements with terms longer than twelve months,
and reviews its leases for classification between operating and finance leases. Obligations recorded under operating and finance leases
are identified separately on the balance sheet. Assets under finance leases and their accumulated amortization are disclosed separately
in the notes. Operating and finance lease assets and operating and finance lease liabilities are measured initially at an amount equal
to the present value of minimum lease payments during the lease term, as at the beginning of the lease term.
We have elected the short-term lease practical expedient
whereby we do not present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at
lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise.
We have also elected the practical expedients related
to lease classification of leases that commenced before the effective date of ASC 842.
We adopted ASC 842 as of January 01, 2019 using the
cumulative effect adjustment approach. Accordingly, previously reported financial statements, including footnote disclosures, have not
been restated to reflect the application of the new standard to all comparative periods presented.
Goodwill and Other Indefinite-Lived Intangible
Assets
Goodwill and other indefinite-lived intangible
assets are not amortized, but are subject to impairment analysis at least once annually.
Goodwill is allocated to the reporting unit in
which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that
operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. We review our goodwill
and indefinite lived intangible assets annually for impairment, or sooner if events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. We use October 1st as our annual impairment test measurement date.
In line with ASC 830, the goodwill balance is
recorded in the functional currency of the acquired business and translated at each period end with the exchange rate impact booked into
other comprehensive income.
F-10
Equity Securities
Equity securities are any security representing
an ownership interest in an entity or the right to acquire or dispose of an ownership interest in an entity at fixed or determinable prices,
in accordance with ASC 321, i.e., investments that do not qualify for accounting as a derivative instrument, an investment in consolidated
subsidiaries, or an investment accounted for under the equity method.
We account for these investments in equity securities
at fair value at the reporting date, except for those investments without a readily determinable fair value where we have elected the
measurement at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for
the identical or a similar investment of the same issuer, in line with ASC 321. Changes in fair value are accounted for in the income
statement as a non-operating income/expense.
Available-for-sale debt securities
Available-for-sale debt securities are investments
in debt securities that have readily determinable fair values and are not classified as trading securities or as held-to-maturity securities.
We account for these investments in available-for-sale
debt securities at fair value at the reporting date and subject to impairment testing. Other than impairment losses, unrealized gains
and losses are reported, net of the related tax effect, in other comprehensive income as change in unrealized gains related to available-for-sale
debt securities.
Revenue Recognition
WISeKey’s policy is to recognize revenue
to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. To achieve that core principle, WISeKey applies the following steps:
-
Step 1: Identify the contract(s) with a customer.
-
Step 2: Identify the performance obligations in the contract.
-
Step 3: Determine the transaction price.
-
Step 4: Allocate the transaction price to the performance obligations in the contract.
-
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
Revenue is measured based on the consideration
specified in a contract with a customer and excludes amounts collected on behalf of third parties. We typically allocate the transaction
price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised
in the contract. If a standalone price is not observable, we use estimates.
The Group recognizes revenue when it satisfies
a performance obligation by transferring control over goods or services to a customer. The transfer may be done at a point in time (typically
for goods) or over time (typically for services). The amount of revenue recognized is the amount allocated to the satisfied performance
obligation. For performance obligations satisfied over time, the revenue is recognized over time, most frequently on a prorata temporis
basis as most of the services provided by the Group relate to a set performance period.
If the Group determines that the performance obligation
is not satisfied, it will defer recognition of revenue until it is satisfied.
We present revenue net of sales taxes and any
similar assessments.
The Group delivers products and records revenue
pursuant to commercial agreements with its customers, generally in the form of an approved purchase order or sales contract.
Where products are sold under warranty, the customer
is granted a right of return which, when exercised, may result in either a full or partial refund of any consideration received, or a
credit that can be applied against amounts owed, or that will be owed, to WISeKey. For any amount received or receivable for which we
do not expect to be entitled to because the customer has exercised its right of return, we recognize those amounts as a refund liability.
Contract Assets
Contract assets consists of accrued revenue where
WISeKey has fulfilled its performance obligation towards the customer but the corresponding invoice has not yet been issued. Upon invoicing,
the asset is reclassified to trade accounts receivable until payment.
Deferred Revenue
Deferred revenue consists of amounts that have
been invoiced and paid but have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12-month
period is recorded as current and the remaining deferred revenue recorded as non-current. This would relate to multi-year certificates
or licenses.
F-11
Contract Liability
Contract liability consists of either:
-
amounts that have been invoiced and not yet paid, nor recognized as revenue. Upon payment, the liability
is reclassified to deferred revenue if the amounts still have not been recognized as revenue. Contract liability that will be realized
during the succeeding 12-month period is recorded as current and the remaining contract liability recorded as non-current. This would
relate to multi-year certificates or licenses.
-
advances from customers not supported by invoices.
Sales Commissions
Sales commission expenses where revenue is recognized
are recorded in the period of revenue recognition.
Cost of Sales and Depreciation of Production
Assets
Our cost of sales consists primarily of expenses
associated with the delivery and distribution of our services and products. These include expenses related to the license to the Global
Cryptographic ROOT Key, the global Certification authorities as well as the digital certificates for people, servers and objects, expenses
related to the preparation of our secure elements and the technical support provided on the Group's ongoing production and on the ramp-up
phase, including materials, labor, test and assembly suppliers, and subcontractors, freights costs, as well as the amortization of probes,
wafers and other items that are used in the production process. This amortization is disclosed separately under depreciation of production
assets on the face of the income statement.
Research and Development and Software Development
Costs
All research and development costs and software
development costs are expensed as incurred.
Advertising Costs
All advertising costs are expensed as incurred.
Pension Plan
The Group maintains three defined benefit post
retirement plans:
-
one that covers all employees working for WISeKey SA in Switzerland,
-
one that covers all employees working for WISeKey International
Holding Ltd in Switzerland, and
-
one for the French employees of WISeKey Semiconductors SAS.
In accordance with ASC 715-30, Defined Benefit
Plans – Pension, the Group recognizes the funded status of the plan in the balance sheet. Actuarial gains and losses are recorded
in accumulated other comprehensive income / (loss).
Stock-Based Compensation
Stock-based compensation costs are recognized
in earnings using the fair-value based method for all awards granted. Fair values of options and awards granted are estimated using a
Black-Scholes option pricing model. The model’s input assumptions are determined based on available internal and external data sources.
The risk-free rate used in the model is based on the Swiss treasury rate for the expected contractual term. Expected volatility is based
on historical volatility of WIHN Class B Shares.
Compensation costs for unvested stock options
and awards are recognized in earnings over the requisite service period based on the fair value of those options and awards at the grant
date.
Nonemployee share-based payment transactions are
measured by estimating the fair value of the equity instruments that an entity is obligated to issue and the measurement date will be
consistent with the measurement date for employee share-based payment awards (i.e., grant date for equity-classified awards).
Income Taxes
Taxes on income are accrued in the same period
as the revenues and expenses to which they relate.
Deferred taxes are calculated on the temporary
differences that arise between the tax base of an asset or liability and its carrying value in the balance sheet of our companies prepared
for consolidation purposes, with the exception of temporary differences arising on investments in foreign subsidiaries where WISeKey has
plans to permanently reinvest profits into the foreign subsidiaries.
Deferred tax assets on tax loss carry-forwards
are only recognized to the extent that it is “more likely than not” that future profits will be available and the tax loss
carry-forward can be utilized.
F-12
Changes to tax laws or tax rates enacted at the
balance sheet date are taken into account in the determination of the applicable tax rate provided that they are likely to be applicable
in the period when the deferred tax assets or tax liabilities are realized.
WISeKey is required to pay income taxes in a number
of countries. WISeKey recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that
the position will be sustained on examination by the tax authorities. The benefit recognized is the largest amount of tax benefit that
is greater than 50 percent likely of being realized on settlement with the tax authority, assuming full knowledge of the position and
all relevant facts. WISeKey adjusts its recognition of these uncertain tax benefits in the period in which new information is available
impacting either the recognition or measurement of its uncertain tax positions.
Research Tax Credits
Research tax credits are provided by the French
government to give incentives for companies to perform technical and scientific research. Our subsidiary WISeKey Semiconductors SAS is
eligible to receive such tax credits.
These research tax credits are presented as a
reduction of Research & development expenses in the income statement when companies that have qualifying expenses can receive such
grants in the form of a tax credit irrespective of taxes ever paid or ever to be paid, the corresponding research and development efforts
have been completed and the supporting documentation is available. The credit is deductible from the entity’s income tax charge
for the year or payable in cash the following year, whichever event occurs first. The tax credits are included in noncurrent deferred
tax credits in the balance sheet in line with ASU 2015-17.
Earnings per Share
Basic earnings per share are calculated using
WISeKey International Holding AG’s weighted-average outstanding WIHN Class B Shares. When the effects are not antidilutive, diluted
earnings per share is calculated using the weighted-average outstanding WIHN Class B Shares and the dilutive effect of stock options as
determined under the treasury stock method.
Segment Reporting
Following the acquisition of arago, our chief
operating decision maker, who is also our Chief Executive Officer, requested changes in the information that he regularly reviews for
purposes of allocating resources and assessing budgets and performance. As a result, beginning in fiscal year 2021, we report our financial
performance based on a new segment structure described in Note 39. There was no restatement of prior periods due to changes in reported
segments.
Recent Accounting Pronouncements
Adoption of new FASB Accounting Standard in
the current year – Prior-Year Financial Statements not restated:
As of January 1, 2021, the Group adopted ASU 2018-14,
Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes
to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for employers that sponsor defined
benefit pension or other postretirement plans.
ASU 2018-14 deletes the following disclosure requirements:
The amounts in accumulated other comprehensive
income expected to be recognized as components of net periodic benefit cost over the next fiscal year; the amount and timing of plan assets
expected to be returned to the employer; related party disclosures about the amount of future annual benefits covered by insurance and
annuity contracts and significant transactions between the employer or related parties and the plan. The effects of a one-percentage-point
change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit
costs and (b) benefit obligation for postretirement health care benefits.
ASU 2018-14 adds/clarifies disclosure requirements
related to the following:
The weighted-average interest crediting rates
for cash balance plans and other plans with promised interest crediting rates; An explanation of the reasons for significant gains and
losses related to changes in the benefit obligation for the period; The projected benefit obligation (PBO) and fair value of plan assets
for plans with PBOs in excess of plan assets; The accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs
in excess of plan assets. There was no material impact on the Group's results upon adoption of the standard.
As of January 1, 2021, The Group also adopted
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (the ASU), as part of its overall simplification initiative
to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided
to users of financial statements, which amendments primarily impact ASC 740, Income Taxes, and
may impact both interim and annual reporting periods.
F-13
It eliminates the need for an organization to
analyze whether the following apply in a given period:
·
Exception to the incremental approach for intraperiod tax allocation; Exceptions to accounting for basis differences when there are
ownership changes in foreign investments; Exception in interim period income tax accounting for year-to-date losses that exceed anticipated
losses.
The ASU also improves financial statement preparers’
application of income tax-related guidance and simplifies GAAP for:
·
Franchise taxes that are partially based on income; Transactions with a government that result in a step up in the tax basis of goodwill;
Separate financial statements of legal entities that are not subject to tax; Enacted changes in tax laws in interim periods.
There was no material impact on the Group's results
upon adoption of the standard.
As of January 1, 2021, the Group also adopted
ASU 2020-01, Investments- Equity securities (Topic 321), Investments – equity method and joint ventures (Topic 323), and derivatives
and hedging (topic 815), which provides additional guidance as a result of the adoption of ASU 2016-01, which added Topic 321, Investments
– Equity Securities and provided an entity with the option to measure certain equity securities without a readily determinable fair
value at cost, minus impairment. ASU 2020-01 amended the current guidance. In particular, the FASB clarified that entities seeking to
apply the measurement alternative found in Topic 321 should first consider whether there are observable transactions that would require
the reporting entity to either apply or discontinue the equity method of accounting in accordance with Topic 323. With respect to certain
forward contracts and purchase options, the FASB explained an entity should not consider whether the underlying securities would be accounted
for under Topic 323, or the fair value option found in Topic 825 upon the settlement of the contract or purchase option. Entities should
instead consider the characteristics of these contracts and options based on the guidance found in 815-10-15-141 to determine the appropriate
accounting treatment.
There was no material impact on the Group's results
upon adoption of the standard.
As of January 1, 2021, the Group also adopted
ASU 2020-10, Codification improvements, which further clarify and improve the Codification by codifying all guidance that requires or
provides the option for an entity to disclose information within the footnotes. This clarification is meant to reduce the likelihood of
a preparer missing required disclosure requirements. While the amendments do not introduce new topics or subtopics or change existing
GAAP, all entities should review the changes found in the ASU to assess the impact it may have on their financial reporting requirements.
There was no material impact on the Group's results
upon adoption of the standard.
New FASB Accounting Standard to be adopted
in the future:
In August 2020, the FASB issued Accounting Standards
Update (ASU) no 2020-06, 'Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.
Summary: ASU 2020-06 simplifies accounting for
convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments
will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate
accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify
for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings
per share (EPS) calculation in certain areas.
Effective Date: ASU No. 2020-06 is effective for
public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to
be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim
periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15,
2023, including interim periods within those fiscal years. Early adoption will be permitted.
The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.
In May 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified
Written Call Options — a consensus of the FASB Emerging Issues Task Force.
F-14
Summary: The ASU provides a principles-based framework
to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. This Update is
to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written
call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this Update affect
all entities that issue freestanding written call options that are classified in equity.
Effective Date: ASU No. 2021-04 is effective for
fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments
prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted.
The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.
In October 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers.
Summary: The ASU amends ASC 805 to “require
acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.”
Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. ASU 2021-08 requires contract assets
and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance
with ASC 606 (meaning the acquirer should assume it has entered the original contract at the same date and using the same terms as the
acquiree). This new ASU applies to contract assets and contract liabilities acquired in a business combination and to other contracts
that directly/indirectly apply the requirements of ASC 606.
Effective Date: ASU No. 2021-08 is effective for
public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity
should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted.
The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.
In November 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.
Summary: The ASU provides an update to increase
the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance,
and the effect of the assistance on an entity’s financial statements. ASC 832 requires the following disclosures in the notes, information
about the nature of the transactions, the accounting policies used to account for the transactions, and balance sheet and income statement
affected by the transactions. The duration, commitments, provisions, and other contingencies are required to disclose.
Effective Date: ASU No. 2021-10 is effective for
fiscal years beginning after December 15, 2021. Early adoption is permitted.
The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.
Note 5.Concentration of credit risks
Financial instruments that are potentially subject
to credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Our cash is held with large financial institutions.
Management believes that the financial institutions that hold our investments are financially sound and accordingly, are subject to minimal
credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits.
F-15
The Group sells to large, international customers
and, as a result, may maintain individually significant trade accounts receivable balances with such customers during the year. We generally
do not require collateral on trade accounts receivable. Summarized below are the clients whose revenue were 10% or higher than the respective
total consolidated net sales for fiscal years 2021, 2020 or 2019, and the clients whose trade accounts receivable balances were 10% or
higher than the respective total consolidated trade accounts receivable balance for fiscal years 2021 and 2020:
Revenue
Receivables
Revenue concentration
(% of total net sales)
Receivables concentration
(% of total accounts receivable)
12 months ended December 31,
As at December 31,
2021
2020
2019
2021
2020
IoT operating segment
Multinational electronics contract manufacturing company
10%
18%
12%
13%
14%
International packaging solutions, technology and chips
1%
8%
11%
0%
2%
Note 6.Fair value measurements
ASC 820 establishes a three-tier fair value hierarchy
for measuring financial instruments, which prioritizes the inputs used in measuring fair value. These tiers include:
·
Level 1, defined as observable inputs such as quoted prices in active markets;
·
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly
observable; and
·
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an
entity to develop its own assumptions.
Level 3
Level 1
Accounts Receivable
Accounts Payable
Derivative Liabilities, Current
As at December 31, 2021
As at December 31, 2020
Fair
USD'000
Carrying amount
Fair value
Carrying amount
Fair value
value level
Note
ref.
Nonrecurring fair value measurements
Accounts receivable
3,261
3,261
2,900
2,900
3
9
Notes receivable from employees and related parties
68
68
37
37
3
10
Notes receivable, noncurrent
190
190
183
183
3
14
Equity securities, at cost
501
501
—
—
3
21
Accounts payable
16,448
16,448
13,099
13,099
3
24
Notes payable
6,249
6,249
4,115
4,115
3
25
Bonds, mortgages and other long-term debt
458
458
646
4,115
3
27
Convertible note payable, current
—
—
5,633
5,633
3
27
Convertible note payable, noncurrent
9,049
9,049
3,710
3,710
3
27
Indebtedness to related parties, noncurrent
2,395
2,395
—
—
3
28
Recurring fair value measurements
Available-for-sale debt security
—
—
9,190
9,190
1
11
Equity securities, at fair value
1
1
301
301
1
22
In addition to the methods and assumptions we
use to record the fair value of financial instruments as discussed in the Fair Value Measurements section above, we used the following
methods and assumptions to estimate the fair value of our financial instruments:
-
Accounts receivable – carrying amount approximated fair value due to their short-term nature.
-
Notes receivable from related parties – carrying amount approximated fair value due to their short-term
nature.
-
Notes receivable, noncurrent- carrying amount approximated fair value because time-value considerations
are immaterial to the accounts.
-
Equity securities, at cost - no readily determinable fair value, measured at cost minus impairment.
-
Accounts payable – carrying amount approximated fair value due to their short-term nature.
F-16
-
Notes payable – carrying amount approximated fair value due to their short-term nature.
-
Convertible note payable current and noncurrent- carrying amount approximated fair value.
-
Indebtedness to related parties, noncurrent - carrying amount approximated fair value.
-
Available-for-sale debt security - fair value remeasured as at reporting period.
-
Equity securities, at fair value - fair value remeasured as at reporting period.
Derivative liabilities
In 2021, the Group held one derivative instrument
which was measured at estimated fair value on a recurring basis and linked to the conversion option originally embedded in the convertible
loan signed with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LLC (“Yorkville”) on June 27, 2019 (the
“First Yorkville Convertible Loan”) and modified on March 04, 2020 when WISeKey entered into a new convertible loan
agreement with Yorkville (the “Second Yorkville Convertible Loan”) (see Note 27).
The Second Yorkville Convertible Loan had a maturity
date of April 30, 2021. It contained a conversion option into WIHN Class B shares at the election of the Yorkville covering any amount
outstanding (principal and/or interests) that may be settled. The exercise price was set at CHF 3.00 with antidilution provision adjustments
as further described in Note 27.
In line with ASU 2014-16, both the First Yorkville
Convertible Loan and the Second Yorkville Convertible Loan were assessed as a hybrid instrument, being a debt instrument with an equity-linked
component (the conversion option). Per ASC 815-10, the embedded conversion option met the definition of a derivative and was accounted
for separately.
The hosting debt instruments were recorded using
the residual method.
The derivative component (the conversion option)
was fair valued using a binomial lattice model, building in quoted market prices of WIHN Class B Shares on the SIX Swiss Stock Exchange,
and inputs such as time value of money, volatility, and risk-free interest rate. It was valued at inception of the First Yorkville Convertible
Loan on June 27, 2019 at USD 257,435 and revalued at fair value at each reporting date in line with ASC 815-15-30-1. At inception of the
Second Yorkville Convertible Loan on March 04, 2020, following the modification accounting detailed in Note 25, the derivative liability
was fair valued at USD nil.
In 2020, WISeKey made several repayments in cash
of the First Yorkville Convertible Loan and the Second Yorkville Convertible Loan, which did not result in any gain or loss on derivative
because the derivative was fair valued at USD nil at all repayment and reporting dates.
In the six months to June 30, 2021, WISeKey made
four repayments in cash of the Second Yorkville Convertible Loan as per below. These repayments did not result in any gain or loss on
derivative because the derivative was fair valued at USD nil at all repayment and reporting dates.
-
On January 4, 2021, WISeKey repaid USD 250,000 of the principal.
-
On January 29, 2021, WISeKey repaid USD 250,000 of the principal.
-
On February 28, 2021, WISeKey repaid USD 250,000 of the principal.
-
On April 15, 2021, WISeKey repaid USD 373,438 of the principal.
-
On June 30, 2021, WISeKey repaid the remaining principal balance
of USD 569,541 in full.
As a result, the loan was fully repaid as at December
31, 2021.
The derivative component was measured at fair
value at December 31, 2021 at USD nil.
In the year ended December 31, 2021, WISeKey recorded
in the income statement, a net gain on derivative of USD nil and a net debt discount amortization expense of USD 82,560.
Derivative liabilities
USD'000
Balance as at December 31, 2019
44
Fair value of the derivative instrument (conversion option)
—
Gain on derivative recognized as a separate line in the statement of loss
(44
)
Balance as at December 31, 2020
—
Fair value of the derivative instrument (conversion option)
—
Gain on derivative recognized as a separate line in the statement of loss
—
Balance as at December 31, 2021
—
F-17
Note 7.Cash and cash equivalents
Cash consists of deposits held at major banks.
On January 16, 2021, as per the terms of the SPA
relating to the sale of WISeKey (Bermuda) Holding Ltd and its affiliates to Digicert Inc,, USD 2.0 million of the consideration retained
on an escrow account was released to WISeKey, thereby transferring from restricted cash current into cash and cash equivalents. The funds
were received on January 29, 2021, together with USD 46,557 interest earned on the restricted cash account until its release.
Note 8.Restricted cash
Restricted cash as at December 31, 2021 relates
to the capital subscription of a new group entity which had not yet been incorporated as at December 31, 2021.
Note 9.Accounts receivable
The breakdown of the accounts receivable balance
is detailed below:
Accounts Receivable - Schedule of Accounts
Receivable
As at December 31,
As at December 31,
USD'000
2021
2020
Trade accounts receivable
3,078
2,608
Allowance for doubtful accounts
(68
)
(42
)
Accounts receivable from shareholders
—
14
Accounts receivable from other related parties
129
95
Accounts receivable from underwriters, promoters, and employees
5
1
Other accounts receivable
117
224
Total accounts receivable net of allowance for doubtful accounts
3,261
2,900
As at December 31, 2021, accounts receivable from
other related parties consisted of a receivable from OISTE in relation to the facilities and personnel hosted by WISeKey SA on behalf
of OISTE. (see Note 42).
Note 10.Notes receivable from employees
As at December 31, 2021, the notes receivable
from employees and related parties consisted of a loan to an employee for CHF 61,818 (USD 67,798). The loan bears an interest
rate of 0.5% per annum. The loan and accrued interest were initially to be repaid in full on or before December 31, 2021, extended to
December 31, 2022. In exchange for the loan, the employee has pledged the 60,000 ESOP options that he holds on WIHN Class B Shares (see
Note 35).
Note 11.Available-for-sale debt security
Convertible Loan with arago
On August 11, 2020, WISeKey entered into a convertible
loan agreement with arago (the “arago First Convertible Loan”), a private German company leader in artificial intelligence
automation, to acquire 5% of arago’s fully diluted share capital against an investment of CHF 5 million to be paid in five
monthly installments of CHF 1 million starting August 12, 2020. The arago First Convertible Loan bore an interest of 5% per
annum, did not contain any lender’s fees, and had no maturity date. WISeKey or arago could request conversion of the arago First
Convertible Loan into arago shares representing 5% of arago’s fully diluted share capital provided that either the full CHF 5 million
was paid by WISeKey or that WISeKey had terminated the agreement. On August 12, 2020, WISeKey made an initial payment of CHF 1 million.
On September 10, 2020, WISeKey terminated the arago First Convertible Loan and signed a new convertible loan agreement with arago on September
18, 2020 (the “arago Second Convertible Loan”).
F-18
Per arago Second Convertible Loan, WISeKey intended
to acquire 5% of arago’s fully diluted share capital against an investment of CHF 5 million made up of the CHF 1 million
paid on August 12, 2020, and four monthly installments of CHF 1 million starting September 18, 2020. The arago Second
Convertible Loan bore an interest of 5% per annum, did not contain any lender’s fees, and had no maturity date. WISeKey or arago
could request conversion of the arago Second Convertible Loan into arago shares representing 5% of arago’s fully diluted share capital
once the full CHF 5 million was paid by WISeKey, or, should WISeKey terminate the agreement, the conversion shall take place
within the next financing round of arago. On September 21, 2020, WISeKey made a payment of CHF 1 million. On October 09, 2020,
WISeKey terminated the arago Second Convertible Loan and signed a new convertible loan agreement with arago on November 18, 2020 (the
“arago Third Convertible Loan”).
Per arago Third Convertible Loan, WISeKey intended
to acquire 51% of arago’s fully diluted share capital, instead of the 5% previously negotiated under the arago First Convertible
Loan and arago Second Convertible Loan, in exchange for (i) an investment of CHF 5 million made up of the CHF 1 million
paid on August 12, 2020, the CHF 1 million paid on September 21, 2020, and three monthly installments of CHF 1 million
starting November 20, 2020 subject to adjustment in accordance with arago’s working capital needs, and (ii) a guarantee on
arago’s existing indebtedness. The arago Third Convertible Loan bore an interest of 5% per annum, did not contain any lender’s
fees, and had no maturity date. WISeKey could request conversion of the arago Third Convertible Loan into arago shares representing 51%
of arago’s fully diluted share capital at any time provided that the full CHF 5 million was paid by WISeKey and that WISeKey
paid the nominal value of the newly issued shares in cash. In case WISeKey had not exercised its conversion right by December 31, 2020,
arago could request the conversion at any time.
To determine the appropriate accounting treatment
for our convertible debt investment, WISeKey performed a variable interest entity (“VIE”) analysis and concluded that arago
does not meet the definition of a VIE. After WISeKey reviewed all of the terms of the investment, WISeKey concluded the appropriate accounting
treatment to be that of an available-for-sale debt security.
The investment was carried at fair value with
unrealized holding gains and losses excluded from earnings and reported in other comprehensive income. WISeKey estimated the fair value
of the investment at each reporting date by utilizing an option pricing model, as well as a present value of expected cash flows from
the debt security utilizing the risk-free rate and the estimated credit spread as of the valuation date as the discount rate. The valuation
analysis utilized certain key assumptions such as the estimated credit spread, the expected life of the option, and the valuation of arago
all of which were significant unobservable inputs and thus represented a Level 3 measurement within the fair value hierarchy. The use
of alternative estimates and assumptions could increase or decrease the estimated fair value of the investment, which would result in
different impacts to WISeKey’s consolidated balance sheet and comprehensive income. Actual results may differ from estimates. The
fair value of the convertible debt investment was recorded in debt securities, at fair value on the consolidated balance sheets.
On January 18, 2021, WIHN exercised its right
to convert the loan into 51% of arago’s share capital and 51% of the voting rights associated with arago’s share capital,
calculated on a fully diluted basis, taking into consideration the impact of any unexercised share options or other capital instruments
convertible into or exchangeable or exercisable for arago shares.
The acquisition date was February 1, 2021 (see
Note 14 for details). As at February 1, 2021, WIHN had funded CHF 3.4 million out of the CHF 5 million convertible
loan:
-
CHF 1,000,000 on August 12, 2020;
-
CHF 1,000,000 on September 21, 2020;
-
CHF 600,000 on November 20, 2020;
-
CHF 400,000 on December 01, 2020;
-
CHF 400,000 on December 22, 2020 out of which arago returned EUR 300,000 (CHF 324,708 at historical rate)
unrequired funds on December 30, 2020; and
-
EUR 300,000 on January 04, 2021.
The fair value of the arago Third Convertible
Loan was measured as at February 01, 2021 as USD 11,166,432 for the business combination accounting. The loan fair value was included
in the consideration paid for the acquisition and, in line with ASC 320-10-40-2, the total amount of CHF 6,546,964 (USD 7,349,602
at historical rate) recorded in other comprehensive income, representing the unrealized gain up to the date of acquisition, was reversed
into non-operating income. The remaining CHF 1,600,000 (USD 1,796,155 at historical rate) cash payment part of the CHF 5 million
cash consideration was settled after February 01, 2021 but was already taken into account as at February 01, 2021 in
the fair value measurement of the Third Convertible Loan; it was therefore recorded in the income statement in non-operating income as
a deduction from the unrealized gain reversed into non-operating income. As a result, a net income of CHF 4,946,964 (USD 5,553,447
at historical rate) was recorded in non-operating income in relation to fair value adjustment on the Third Convertible Loan. See Note
15 for details on the business combination accounting.
The following table sets forth the changes in
the balance of the convertible debt investment for the years ended December 31, 2019, 2020 and 2021.
Available-For-Sale Debt Security -
Schedule of Debt Securities Available-For-Sale
F-19
Available-for-sale debt security
USD'000
Balance as at December 31, 2019
—
Available-for sale debt security acquired in the year
3,805
Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income
5,385
Balance as at December 31, 2020
9,190
Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income
1,965
Foreign currency effect on debt security held in Swiss Fancs
11
Conversion of available-for-sale debt security in the period
(11,166
)
Balance as at December 31, 2021
—
Note 12.Inventories
Inventories consisted of the following:
Inventories - Schedule of Inventories, Current
As at December 31,
As at December 31,
USD'000
2021
2020
Raw materials
950
543
Work in progress
1,760
1,931
Total inventories
2,710
2,474
In the years ended December 31, 2021, 2020 and
2019, the Group recorded inventory obsolescence charges in the income statement of respectively USD 57,302, USD 156,188 and
USD 26,249 on raw materials, and USD 404,509, USD 301,215 and USD 508,938 on work in progress.
Raw Materials
Work in Progress
Note 13.Other current assets
Other current assets consisted of the following:
Other Current Assets - Schedule of
Other Current Assets
As at December 31,
As at December 31,
USD'000
2021
2020
Value-Added Tax Receivable
359
762
Advanced payment to suppliers
220
43
Deposits, current
97
5
Other current assets
1
4
Total other current assets
677
814
Note 14.Notes receivable, noncurrent
Notes receivable, noncurrent consisted of the
following:
Notes Receivable, Noncurrent - Schedule
of Notes Receivable, Noncurrent
As at December 31,
As at December 31,
USD'000
2021
2020
Long-term receivable from, and loan, to shareholders
187
144
Long-term receivable from, and loan to, other related parties
3
39
Total notes receivable, noncurrent
190
183
F-20
As at December 31, 2021, noncurrent notes receivable
were made up of:
-
several loans to employees who are shareholders in relation to the outstanding employee social charges
and tax deducted at source for the exercise of their ESOP options (see Note 35). These loans do not bear interest. The total loan amount
as at December 31, 2021 was CHF 170,226 (USD 186,692).
-
a loan to an employee that is not a shareholder in relation to the outstanding employee social charges
for the exercise of their ESOP options (see Note 35). This loan does not bear interest. The total loan amount as at December 31, 2021
was CHF 3,322 (USD 3,643).
Note 15.Business combinations
Acquisition of arago GmbH
On February 01, 2021 the Company acquired 51% of
the fully diluted share capital of arago GmbH, a private German company, and its affiliates (together, “arago” or the
“arago Group”). arago is a leader in artificial intelligence automation. arago aims to provide the benefits of artificial
intelligence to enterprise customers globally through knowledge automation. arago uses modern technologies such as inference and machine
learning in order to automatically operate the entire IT stack – from heterogeneous environments to individual applications.
The assets, liabilities and results of arago have been consolidated in the Company’s financial statements from the acquisition date
of February 01, 2021.
The major classes of assets and liabilities acquired
by WISeKey at fair value on the date of acquisition are as follows:
F-21
The major classes of assets and liabilities acquired
by WISeKey at fair value on the date of acquisition are as follows:
Business Combinations - Schedule of Assets
and Liabilities Acquired
Consolidated Balance Sheet - arago group
Opening balance
As at February 1,
USD'000
2021
ASSETS
Current assets
Cash and cash equivalents
243
Restricted cash, current
70
Accounts receivable, net of allowance for doubtful accounts
568
Convertible note receivable from WISeKey
1,808
Prepaid expenses
464
Other current assets
117
Total current assets
3,270
Noncurrent assets
Property, plant and equipment net of accumulated depreciation
37
Intangible assets, net of accumulated amortization
10,108
Operating lease right-of-use assets
78
Equity securities, at cost
55
Goodwill
—
Deferred tax assets
8
Total noncurrent assets
10,286
TOTAL ASSETS
13,556
LIABILITIES
Current Liabilities
Accounts payable
1,288
Notes payable
3,712
Convertible loan with WISeKey
—
Deferred revenue
909
Current portion of obligations under operating lease liabilities
53
Other current liabilities
1,816
Total current liabilities
7,778
Noncurrent liabilities
Bonds, mortgages and other long-term debt
4,296
Operating lease liabilities, noncurrent
25
Deferred tax liabilities
3,235
Total noncurrent liabilities
7,556
TOTAL LIABILITIES
15,334
TOTAL NET ASSETS
(1,778
)
F-22
The consideration of USD 22,253,087 for the
acquisition of arago was made up of the following components:
-
The arago Third Convertible Loan fair valued at USD 11,166,432 converted at the date of acquisition
(see Note 11 for detail).
-
A cash payment of USD 165,160 corresponding to the nominal value at the date of acquisition of the
136,072 arago shares, par value EUR 1.00, acquired.
-
A noncontrolling interest corresponding to the 49% of arago’s share capital, fair valued at USD 10,921,495
based on the fair value calculation of a 51% interest in arago performed to remeasure the arago Third Convertible Loan at the date of
acquisition of February 01, 2021. The minority shareholders could put their non-controlling interest to the Group within five years (the
“Put Option”). As the Put Option is only settleable in WISeKey Class B Shares it was determined not to be a redeemable
non-controlling interest and was recorded in permanent equity and presented as noncontrolling interests in consolidated subsidiaries on
the consolidated balance sheet.
The actual cash paid as part of the consideration
amounted to CHF 5 million (USD 5,612,985 at the closing rate on the date of acquisition) and USD 165,160 for the nominal
value of the arago shares acquired, hence a total cash disbursement of USD 5,778,145, spread across the years ended December 31,
2020 (USD 3,452,298) and 2021 (USD 2,325,847).
Goodwill calculation
USD'000
USD'000
Consideration
Fair value of the convertible loan
11,166
Payment of nominal value of arago shares
165
NCI put option
10,922
Total consideration paid
22,253
Net assets acquired
Total net assets of arago group at acquisition
(1,778
)
Total net assets acquired
(1,778
)
Goodwill at acquisition
24,031
The goodwill arising from the acquisition of arago
is USD 24,031,436. In line with ASC 830, the goodwill balance was recorded in Euros, the functional currency of the acquired business.
The Group does not apply pushdown accounting. Therefore, a goodwill of EUR 19,799,052 (using the exchange rate at acquisition) was
recorded in the Group’s balance sheet and is translated using the closing rate at each reporting period. See Note 20.
The table below shows the reconciliation of the
total consideration for the acquisition of arago to the cash flows from the acquisition of a business, net of cash and cash equivalents
acquired disclosed in the Cash Flows from investing activities of the unaudited Consolidated Statements of Cash Flows.
Reconciliation of the total consideration to the cash flow statement
USD'000
USD'000
Total consideration
(22,253
)
Deduction of non-cash elements of the total consideration
Fair value of the conversion option
5,553
Fair value of the NCI put option
10,922
Total non-cash elements of the total consideration
16,475
Deduction of cash paid in the year 2020
3,452
Deduction of cash and cash equivalent acquired
313
Cash flow from the acquisition of a business, net of cash and cash equivalents acquired
(2,013
)
F-23
For the period started on the date of acquisition
of February 01, 2021 until the end of the reporting period on December 31, 2021, the revenue of arago recorded in the consolidated income
statement was USD 4.6 million, and arago’s net loss was USD 7.1 million.
The Group has concluded that disclosure of comparative
financial statements required by ASC 805-10-50-h is impracticable. In line with ASC 250-10-45-9, retrospective application for
the comparative financial statements requires significant estimates of amounts, and it is impossible to distinguish objectively information
about those estimates that provides evidence of circumstances that existed on the date(s) at which those amounts would be recognized,
measured, or disclosed under retrospective application. It is also impossible for management to distinguish objectively information that
would have been available when the financial statements for that prior period were issued. We further note that there are no audited financial
statements for the arago Group for that period.
Note 16.Deferred tax credits
Deferred tax credits consisted of the following:
Deferred Tax Credits - Schedule of
Deferred Tax Credits
As at December 31,
As at December 31,
USD'000
2021
2020
Deferred research & development tax credits
847
1,311
Deferred other tax credits
1
1
Total deferred tax credits
848
1,312
WISeKey Semiconductors SAS is eligible for research
tax credits provided by the French government (see Note 4 Summary of significant accounting policies). As at December 31, 2021 and 2020,
the receivable balances in respect of these research tax credits owed to the Group were respectively USD 846,808 and USD 1,310,685.
The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event
occurs first.
Note 17.Property, plant and equipment
Property, plant and equipment, net consisted of
the following.
Property, Plant and Equipment - Schedule
of Property, Plant and Equipment
As at December 31,
As at December 31,
USD'000
2021
2020
Machinery
& equipment Machinery and Equipment
3,940
3,925
Office
equipment and furnitureOffice Equipment and Furniture
3,239
2,900
Computer
equipment and licencesComputer Equipment and Licenses
2,208
1,171
Total property, plant and equipment gross
9,387
7,996
Accumulated depreciation for:
Machinery & equipment
(3,685)
(3,290)
Office equipment and furniture
(2,948)
(2,573)
Computer equipment and licences
(2,167)
(1,133)
Total accumulated depreciation
(8,800)
(6,996)
Total property, plant and equipment, net
587
1,000
Depreciation charge for the year ended December 31,
513
988
The depreciation charge from continuing operations
for the year 2019 was USD 821,466.
In 2021, WISeKey did not identify any events
or changes in circumstances indicating that the carrying amount of any asset may not be recoverable. As a result, WISeKey did not record
any impairment charge on Property, plant and equipment in the year 2021.
The useful economic life of property plant and
equipment is as follow:
·
Office equipment and furniture:
2 to 5 years
·
Production masks
5 years
·
Production tools
3 years
·
Licenses
3 years
·
Software
1 year
F-24
Note 18.Intangible assets
Intangible assets and future amortization expenses
consisted of the following:
Intangible Assets - Schedule of Finite-Lived
Intangible Assets
As at December 31,
As at December 31,
USD'000
2021
2020
Intangible assets not subject to amortization:
Trademarks
2,190
—
Cryptocurrencies
100
—
Intangible assets subject to amortization:
Trademarks
137
142
Patents
2,281
2,281
License agreements
11,326
11,626
Other intangibles
13,814
6,641
Total intangible assets gross
29,848
20,690
Accumulated amortization for:
Trademarks Trademarks
(137)
(142)
PatentsPatents
(2,281)
(2,281)
License
agreements License Agreements
(11,321)
(11,617)
Other
intangiblesOther Intangibles
(6,923)
(6,641)
Total accumulated amortization
(20,662)
(20,681)
Total intangible assets subject to amortization, net
6,896
9
Total intangible assets, net
9,186
9
Amortization charge for the year to December 31,
481
604
The amortization charge from continuing operations
for the year 2019 was USD 534,155.
Trademarks not subject to amortization are made
up of a balance of USD 2,189,508 for the trademark acquired with arago on February 01, 2021. The trademark was valued using
the relief-from-royalty approach at acquisition and determined to have an indefinite useful life. In line with ASC 830, the trademark
balance was recorded in Euros, the functional currency of the acquired business. The Group does not apply pushdown accounting. Therefore,
a trademark balance of EUR 1,924,587 (using the exchange rate at acquisition) was recorded in the Group’s balance sheet and
is translated using the closing rate at each reporting period.
Other intangibles include a balance of USD 7,284,614
for the technology acquired with arago on February 01, 2021. The technology was valued using the relief-from-royalty approach at acquisition.
In line with ASC 830, the other intangibles relating to technology balance was recorded in Euros, the functional currency of the acquired
business. The Group does not apply pushdown accounting. Therefore, another intangibles balance of EUR 6,403,206 (using the exchange
rate at acquisition) was recorded in the Group’s balance sheet and is translated using the closing rate at each reporting period.
The balance is amortized over the estimated remaining useful life of 17 years. An amortization charge of EUR 345,300 (USD 408,615
at average rate) was recorded for the year ended December 31, 2021, and the carrying amount for the technology acquired with arago was
EUR 6,057,906 (USD 6,891,783 at closing rate). Foreign exchange differences arising from these translations are recorded in
other comprehensive income in line with ASC 830.
The useful economic life of intangible assets
is as follow:
·
Trademarks:
5 to 10 years
·
Patents:
5 to 10 years
·
License agreements:
3 to 5 years
·
Other intangibles:
5 to 17 years
F-25
Future amortization charges are detailed below:
Intangible Assets - Schedule of Intangible
Asset Future Amortization Expense
Future estimated aggregate amortization expense
Year
USD'000
2022
433
2023
430
2024
429
2025
429
2026
429
2027 and beyond
4,746
Total intangible assets subject to amortization, net
6,896
Note 19.Leases
WISeKey has historically entered into a number
of lease arrangements under which it is the lessee. As at December 31, 2021, WISeKey holds one finance lease for IT equipment in our datacenter,
sixteen operating leases, and one short-term leases. The short-term leases and operating leases relate to premises. We do not sublease.
All of our operating leases include multiple optional renewal periods which are not reasonably certain to be exercised. The finance lease
contains an option to purchase the assets at the end of the lease which we have assumed will be exercised and so has been included in
the calculation of the right of use asset and lease liability.
We have elected the short-term lease practical
expedient related to leases of various premises and equipment. We have elected the practical expedients related to lease classification
of leases that commenced before the effective date of ASC 842.
In the years 2021, 2020, and 2019 we recognized
rent expenses associated with our leases as follows:
Leases - Schedule of Lease Costs
12 months ended December 31,
12 months ended December 31,
12 months ended December 31,
USD'000
2021
2020
2019
Finance lease cost:
Amortization of right-of-use assets
68
66
31
Interest on lease liabilities
7
12
8
Operating lease cost:
Fixed rent expense
1,079
602
567
Short-term lease cost
7
22
63
Net lease cost
1,161
702
669
Lease cost - Cost of sales Cost of Sales
—
—
—
Lease
cost - General & administrative expenses General & Administrative Expenses
1,161
702
669
Net lease cost
1,161
702
669
F-26
In the years 2021 and 2020, we had the following
cash and non-cash activities associated with our leases:
Leases - Schedule of Cash and Non-Cash
Activities Associated with Leases
As at December 31,
As at December 31,
USD'000
2021
2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases
114
106
Operating cash flows from operating leases
964
632
Financing cash flows from finance leases
7
12
Non-cash investing and financing activities:
Net lease cost
1,161
702
Additions to ROU assets obtained from:
New finance lease liabilities
—
—
New operating lease liabilities
2,375
544
As at December 31, 2021, future minimum annual
lease payments were as follows:
Leases - Schedule of Future Minimum
Lease Payments
USD'000
USD'000
USD'000
USD'000
Year
Operating
Short-term
Finance
Total
2022
1,038
2
61
1,101
2023
972
1
—
973
2024
657
—
657
2025
592
—
—
592
2026 and beyond
1,016
—
—
1,016
Total future minimum operating and short-term lease payments
4,275
3
61
4,339
Less effects of discounting
(447
)
—
(6
)
(453
)
Less effects of practical expedient
—
(3
)
—
(3
)
Lease liabilities recognized
3,828
—
55
3,883
In line with ASU 2018-11, future minimum lease
payments under legacy ASC 840 are disclosed in the table below:
Leases - Schedule of Future Minimum Lease
Payments for Operating Leases
Year
USD'000
2022
1,101
2023
973
2024
657
2025
592
2026 and beyond
1,016
Total future minimum operating and short-term lease payments
4,339
Less effects of discounting
(456)
Lease liabilities recognized
3,883
F-27
As of December 31, 2021, the weighted-average
remaining lease term was 0.5 years for our finance lease and 4.00 years for operating leases.
For our finance lease, the implicit rate was calculated
as 5.17%. For our operating leases and because we generally do not have access to the implicit rate in the lease, we calculated an estimate
rate based upon the estimated incremental borrowing rate of the entity holding the lease. The weighted average discount rate associated
with operating leases as of December 31, 2021 was 3.26%.
Note 20.Goodwill
We test goodwill for impairment annually on October
1st, or as and when indicators of impairment arise. As at October 01, 2021, the fair value of the net assets of the reporting unit concerned
by goodwill was superior to the carrying value of the net assets and goodwill allocated. After October 01, 2021, there were no impairment
indicators identified triggering a new impairment test. Therefore, no impairment loss was recorded in 2021.
Goodwill of EUR 19,799,052 (USD 24,031,436
at acquisition) arose as a result of the acquisition by the Group of arago whose functional currency is the Euro (see Note 15 Business
combinations). In line with ASC 830, the goodwill balance was recorded in Euros, the functional currency of the acquired business.
At closing rate, the goodwill relating to arago was translated at USD 22,524,411, hence a currency translation expense of USD 1,507,025
was recorded in the financial year 2021.
F-28
Impairment reviews have been conducted for 2 items
of goodwill allocated to 2 reporting units (“RU”) relating to the acquisition of WISeKey Semiconductors SAS in 2016
and arago in 2021. Fair value has been determined based on the income approach. Cash flows have been projected over 5 years from the date
of the assessment and have been discounted at the pre-tax weighted average cost of capital of the RU. For each RU, fair value is higher
than its carrying value. Both the WISeKey Semiconductors SAS and arago RUs have a negative carrying amount.
USD'000
IoT Segment
AI Segment
Total
Goodwill balance as at December 31, 2019
8,317
—
8,317
Goodwill acquired during the year
—
—
—
Impairment losses
—
—
—
As a December 31, 2020
Goodwill
8,317
—
8,317
Accumulated impairment losses
—
—
—
Goodwill balance as at December 31, 2020
8,317
—
8,317
Goodwill acquired during the year
—
24,031
24,031
Currency translation adjustment
—
(1,507)
(1,507)
Impairment losses
—
—
—
As a December 31, 2021
Goodwill
8,317
24,031
32,348
Accumulated currency translation adjustments
—
(1,507)
(1,507)
Accumulated impairment losses
—
—
—
Goodwill balance as at December 31, 2021
8,317
22,524
30,841
The assumptions included in the impairment tests
require judgment, and changes to these inputs could impact the results of the calculations. Other than management's projections of future
cash flows, the primary assumptions used in the impairment tests were the weighted-average cost of capital and long-term growth rates.
Although the Group's cash flow forecasts are based on assumptions that are considered reasonable by management and consistent with the
plans and estimates management is using to operate the underlying businesses, there are significant judgments in determining the expected
future cash flows attributable to a reporting unit.
Note 21.Equity securities, at cost
Warrant agreement in Tarmin
On September 27, 2018 WISeKey purchased a warrant
agreement in Tarmin Inc. from ExWorks as part of the eleventh amendment of the ExWorks Credit Agreement (see Note 25). As a result, WISeKey
entered into a warrant agreement with Tarmin Inc (“Tarmin”) (the “Tarmin Warrant”), a private Delaware
company, leader in data & software defined infrastructure to acquire 22% of common stock deemed outstanding at the time of exercise.
The warrant may be exercised in parts or in full, at an exercise price of USD 0.01 per share at nominal value USD 0.0001. The purchase
price of the Tarmin Warrant was USD 7,000,000, of which USD 3,000,000 was paid in cash on October 05, 2018 and the remaining
USD 4,000,000 was paid on April 08, 2019.
The Tarmin Warrant was assessed as an equity investment
without a readily determinable fair value and we elected the measurement at cost less impairment, adjusted for observable price changes
for identical or similar investments of the same issuer as permitted by ASU 2016-01. As such, the Tarmin Warrant was initially recognized
on the balance sheet at USD 7,000,000. In 2020, we recorded an impairment loss of the full USD 7,000,000 carrying value of the Tarmin
Warrant. Therefore, the carrying value of the Tarmin Warrant as at December 31, 2021 was USD nil.
F-29
Investment in FOSSA SYSTEMS s.l.
On April 08, 2021, WISeKey E.L.A. s.l. invested
EUR 440,000 (USD 475,673 at historical rate) to acquire 15% of the share capital of FOSSA SYSTEMS s.l. (“FOSSA”),
a Spanish aerospace company providing picosatellites for Low Earth Orbit (LEO) services as a vertically integrated service: from design
to launch and operations.
The FOSSA investment was assessed as an equity
investment without a readily determinable fair value and we elected the measurement at cost less impairment, adjusted for observable price
changes for identical or similar investments of the same issuer as permitted by ASU 2016-01. As such, the FOSSA investment was initially
recognized on the balance sheet at EUR 440,000 (USD 475,673 at historical rate).
As at December 31, 2021, we performed a qualitative
assessment to consider potential impairment indicators. We made reasonable efforts to identify any observable transactions of identical
or similar investments, but did not identify any such transaction. Therefore, no impairment loss was recorded in the year to December 31, 2021,
and the carrying value of the FOSSA investment as at December 31, 2021 was EUR 440,000 (USD 500,566 at closing rate).
Note 22.Equity securities, at fair value
On March 29, 2017, the Group announced that the
respective boards of directors of WISeKey and OpenLimit Holding AG (DE: O5H) (“OpenLimit“) had decided that discussions in
relation to a possible merger transaction between WISeKey and OpenLimit as previously announced on July 25, 2016 were not being further
pursued. The interim financing provided by WISeKey to OpenLimit in a principal amount of EUR 750,000 was, in accordance with applicable
terms of a convertible loan agreement, converted into OpenLimit Shares issued by OpenLimit out of its existing authorized share capital.
The conversion price was set at 95% of the volume weighted average price (“VWAP”) of the OpenLimit shares traded on
the Frankfurt stock exchange as reported by the Frankfurt stock exchange for the ten trading days immediately preceding and including
March 29, 2017. WISeKey received 2,200,000 newly issued fully fungible listed OpenLimit Shares representing – post issuance of these
new shares – an 8.4% stake in OpenLimit on an issued share basis. The effective conversion ratio was EUR 0.3409 per share.
The equity securities were fair valued at market price on the date of the transaction to USD 846,561.
As at December 31, 2021, the fair value was recalculated
using the closing market price on the Frankfurt Stock Exchange of EUR 0.0005 (USD 0.0006) and amounted to USD 1,251. The
difference of USD 300,050 from the fair value at December 31, 2020 (USD 301,301) was accounted for in the income statement as a non-operational
expense.
Note 23.Other noncurrent assets
Other noncurrent assets consisted of noncurrent
deposits. Deposits are primarily made up of rental deposits on the premises rented by the Group.
Note 24.Accounts payable
The accounts payable balance consisted of the
following:
Accounts Payable - Schedule of Accounts
Payable
As at December 31,
As at December 31,
USD'000
2021
2020
Trade creditors
7,031
4,608
Factors or other financial institutions for borrowings
26
178
Accounts payable to Board Members
2,802
1,580
Accounts payable to other related parties
189
172
Accounts payable to underwriters, promoters, and employees
2,999
2,985
Other accounts payable
3,401
3,576
Total accounts payable
16,448
13,099
As at December 31, 2021, accounts payable to Board
Members are made up of accrued salaries and bonus of CHF 2,555,032.97 (USD 2,802,171) payable to Carlos Moreira (see Note 42
for detail).
As at December 31, 2021, accounts payable to other
related parties are made up of a CHF 172,320 (USD 188,988) payable to OISTE (see Note 42 for detail).
F-30
Accounts payable to underwriters, promoters and
employees consist primarily of payable balances to employees in relation to holidays, bonus and 13th month accruals across WISeKey.
Other accounts payable are mostly amounts due
or accrued for professional services (e.g. legal, accountancy, and audit services) and accruals of social charges in relation to the accrued
liability to employees.
Note 25.Notes payable
Notes payable consisted of the following:
Notes Payable - Schedule of
Notes Payable
As at December 31,
As at December 31,
USD'000
2021
2020
Short-term loan
6,165
4,030
Short-term loan from shareholders
84
85
Total notes payable
6,249
4,115
As at December 31, 2021, the current notes payable
balance was made up of:
-
a USD 4,030,000 short-term loan with ExWorks (see detail in Note 27), and
-
a EUR 1,796,302 (USD 2,043,564) loan with Harbert European Specialty Lending Company II S.à r.l.
entered into by arago in 2018 and included in the liabilities acquired on February 1, 2021 (see Note 15).
-
a CHF 83,600 (USD 91,686) current portion of the Covid loans with UBS (see Note 27).
As at December 31, 2021, the short-term loan from
shareholders was made up of loans from the noncontrolling shareholders of WISeKey SAARC for a total amount of USD 83,932 at
closing rate (USD 84,721 as at December 31, 2020). These loans do not bear interests. See Note 42 for detail.
The weighted–average interest rate on current
notes payable, excluding loans from shareholders at 0%, was respectively 10% and 10% per annum as at December 31, 2021 and 2020.
Note 26.Other current liabilities
Other current liabilities consisted of the following:
Other Current Liabilities - Schedule of
Other Current Liabilities
As at December 31,
As at December 31,
USD'000
2021
2020
Value-Added Tax payable
137
312
Other tax payable
88
137
Customer contract liability, current
128
367
Other current liabilities
199
289
Total other current liabilities
552
1,105
Note 27.Loans and line of credit
Standby Equity Distribution Agreement with
YA II PN, Ltd.
On February 08, 2018 WISeKey entered into a Standby
Equity Distribution Agreement (“SEDA”) with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LLC (“Yorkville”).
Under the terms of the SEDA as amended, Yorkville has committed to provide WISeKey, upon a drawdown request by WISeKey, up to CHF 50,000,000
in equity financing originally over a three-year period ending March 01, 2021, now over a period of five years ending March 31,
2023 in line with the amendment signed by the parties on March 04, 2020. Provided that a sufficient number of Class B Shares is provided
through share lending, WISeKey has the right to make drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe
for (if the Class B Shares are issued out of authorized share capital) or purchase (if the Class B Shares are delivered out of treasury)
Class B Shares worth up to CHF 5,000,000 by drawdown, subject to certain exceptions and limitations (including the exception that a drawdown
request by WISeKey shall in no event cause the aggregate number of Class B Shares held by Yorkville to meet or exceed 4.99% of the total
number of shares registered with the commercial register of the Canton of Zug). The purchase price will be 93% of the relevant market
price at the time of the drawdown, determined by reference to a ten-day trading period following the draw down request by WISeKey.
F-31
The instrument was assessed under ASC 815
as an equity instrument. WISeKey paid a one-time commitment fee of CHF 500,000 (USD 524,231 at historical rate) on April 24, 2018
in 100,000 WIHN Class B Shares. In line with ASU 2015-15 the commitment fee was capitalized as deferred charges to be amortized over
the original duration of the contract as a reduction of equity.
In 2018, WISeKey made 4 drawdowns for a total
of CHF 1,749,992 (USD 1,755,378 at historical rate) in exchange for a total of 540,539 WIHN Class B Shares issued out of authorized share
capital or treasury share capital.
In 2019, WISeKey made 5 drawdowns for a total
of CHF 1,107,931 (USD 1,111,764 at historical rate) in exchange for a total of 490,814 WIHN Class B Shares issued out of treasury share
capital.
In 2020, WISeKey made 6 drawdowns for a total
of CHF 1,134,246 (USD 1,208,569 at historical rate) in exchange for a total of 889,845 WIHN Class B Shares issued out of treasury share
capital.
In 2021, WISeKey made one drawdown on April 15,
2021 for CHF 363,876 (USD 380,568 at historical rate) in exchange for 219,599 WIHN Class B Shares issued out of treasury share
capital.
The amortization charge for the capitalized fee
recognized in APIC amounted to USD 30,188 for the year 2021. As at December 31, 2021, the deferred charge balance was fully
amortized.
As at December 31, 2021, the outstanding equity
financing available was CHF 45,643,955.
Facility Agreement with YA II PN, Ltd.
On September 28, 2018, WISeKey entered into short-term
Facility Agreement (the “Yorkville Loan”) with Yorkville to borrow USD 3,500,000 repayable by May 1, 2019 in monthly
cash instalments starting in November 2018. The loan bore an interest rate of 4% per annum payable monthly in arrears. A fee of USD 140,000
and debt issuance costs of USD 20,000 were paid at inception.
The debt instrument was assessed as a term debt.
A discount of USD 160,000 was recorded at inception and was amortized using the effective interest method over the life of the debt.
The remaining loan balance at December 31, 2018
was USD 2,717,773 including unamortized debt discount of USD 57,007.
The discount amortization expense recorded for
the period to December 31, 2018 was USD 102,993.
In the period to December 31, 2018, WISeKey repaid
USD 725,220 of the principal loan amount in cash.
On June 27, 2019, WISeKey entered into the First
Yorkville Convertible Loan, a Convertible Loan Agreement with Yorkville to borrow USD 3,500,000 repayable by August 1, 2020 in monthly
instalments starting in August 1, 2019 either in cash or in WIHN Class B Shares. The loan bore an interest rate of 6% per annum payable
monthly in arrears. Total fees of USD 160,000 were paid at inception.
The conversion option into WIHN Class B shares
was exercisable at the election of Yorkville at each monthly repayment date, covering any amount outstanding, be it principal and/or accrued
interests. The initial exercise price was set at CHF 3.00 per WIHN Class B Share but could be adjusted as a result of specific events
so as to prevent any dilutive effect. The events triggering anti-dilution adjustments were: (a) increase of capital by means of capitalization
of reserves, profits or premiums by distribution of WIHN Shares, or division or consolidation of WIHN Shares, (b) issue of WIHN shares
or other securities by way of conferring subscription or purchase rights, (c) spin-offs and capital distributions other than dividends,
and (d) dividends.
F-32
At the date of inception of the First Yorkville
Convertible Loan, on June 27, 2019, an unpaid balance of USD 500,000 remained on the Yorkville Loan and was rolled into the First Yorkville
Convertible Loan. There was no unamortized debt discount on the Yorkville Loan as it was amortized in accordance with the planned repayment
schedule, i.e., by May 01, 2019.
In line with ASC 470-50, we compared the present
value of the new debt (the First Yorkville Convertible Loan) to the present value of the old debt (the Yorkville Loan) using the net method
and concluded that the difference was below the 10% threshold. Therefore, the First Yorkville Convertible Loan was analyzed as a debt
modification and accounted for under ASC 470-50-40-14.
In line with ASU 2014-16, the First Yorkville
Convertible Loan was assessed as a hybrid instrument, being a debt instrument with an equity-linked component (the conversion option).
Per ASC 815-10, the embedded conversion option met the definition of a derivative and was accounted for separately, thereby creating a
debt discount.
The derivative liability component (the conversion
option) was fair valued using a binomial lattice model, building in quoted market prices of WIHN Class B Shares, and inputs such as time
value of money, volatility, and risk-free interest rates. It was valued at inception at USD 257,435, and was allocated between current
and noncurrent on a prorata temporis basis according to the monthly repayment schedule. The derivative component will be revalued at fair
value at each reporting date in line with ASC 815-15-30-1.
On the date of the agreement, WISeKey signed an
option agreement granting Yorkville the option to acquire up to 500,000 WIHN Class B Shares at an exercise price of CHF 3.00, exercisable
between June 27, 2019 and June 27, 2022. In order to prevent any dilutive effect, the exercise price could be adjusted as a result of
the same specific events listed above as adjustments to the conversion price of the principal amount. In line with ASC 470-20-25-2, the
proceeds from the convertible debt with a detachable warrant was allocated to the two elements based on the relative fair values of the
debt instrument net of the warrant and the embedded conversion separated out on the one side, and the warrant at time of issuance on the
other side. The option agreement was assessed as an equity instrument and was fair valued at grant for an amount of USD 373,574 using
the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant, June 27, 2019, of CH 2.35. The fair
value of the debt was calculated using the discounted cash flow method as USD 3,635,638. Applying the relative fair value method per ASC
470-20-25-2, the recognition of the option agreement created a debt discount on the debt host in the amount of USD 326,126, and the
credit entry was booked in APIC.
As a result of the above accounting entries, the
total debt discount recorded at inception was USD 743,561, made up of USD 160,000 fees to Yorkville, USD 257,435 from the bifurcation
of the embedded conversion option into derivative liabilities, and USD 326,126 from the recognition of the warrant agreement.
On March 04, 2020, WISeKey entered into the
Second Yorkville Convertible Loan with Yorkville to borrow USD 4,000,000
repayable by April 30, 2021 in monthly instalments starting on March 30, 2020 either in cash or in WIHN class B
Shares. The loan bore an interest rate of 6%
per annum payable monthly in arrears. Total fees of USD 68,000
were paid in monthly instalments over the life of the loan.
The conversion option into newly issued or existing
WIHN Class B Shares was exercisable at the election of Yorkville at any time until all amounts were repaid in full, covering any amount
outstanding, be it principal and/or accrued interests. The initial exercise price was set at CHF 3.00 per WIHN Class B Share but could
be adjusted as a result of specific events so as to prevent any dilution effect. The events triggering anti-dilution adjustments were:
(a) increase of capital by means of capitalization of reserves, profits or premiums by distribution of WIHN Shares, or division or consolidation
of WIHN Shares, (b) issue of WIHN shares or other securities by way of conferring subscription or purchase rights, (c) spin-offs and capital
distributions other than dividends, and (d) dividends.
At the date of inception of the Second Yorkville
Convertible Loan on March 04, 2020, an unpaid balance of USD 2,300,000 and an unamortized debt discount of USD 104,469 remained on the
Yorkville Convertible Loan.
Per ASC 470-50, we compared the present value
of the new debt (the Second Yorkville Convertible Loan) to the present value of the old debt (the Yorkville Convertible Loan) using the
net method and concluded that the difference was below the 10% threshold. Therefore, the Second Yorkville Convertible Loan was analyzed
as a debt modification and accounted for under ASC 470-50-40-14.
In line with ASU 2014-16, the convertible note
was assessed as a hybrid instrument, being a debt instrument with an equity-linked component (the conversion option). Per ASC 815-10,
the embedded conversion option met the definition of a derivative and was accounted for separately, thereby creating a debt discount.
F-33
The derivative liability component (the conversion
option) was fair valued using a binomial lattice model, building in quoted market prices of WIHN Class B Shares, and inputs such as time
value of money, volatility, and risk-free interest rates. It was valued at inception at USD nil. The derivative component was revalued
at fair value at each reporting date in line with ASC 815-15-30-1 and allocated between current and noncurrent on a prorata temporis basis
according to the monthly repayment schedule (see Note 6).
In 2020, WISeKey’s repayments amounted to
a total of USD 2,307,021.
In the year to December 31, 2021, WISeKey repaid
the full remaining balance of the loan of USD 1,692,979 and recorded in the income statement a net gain/loss on derivative of USD nil
and a net debt discount amortization expense of USD 82,560. As at December 31, 2021, the outstanding balance of the loan, and the
carrying balances of the loan, the unamortized debt discount and the derivative component measured at fair value were USD nil. No
conversion rights were exercised in 2021.
Credit Agreement with ExWorks Capital Fund
I, L.P
On April 04, 2019 WISeCoin AG (“WISeCoin”),
an affiliate of the Company, signed a credit agreement with ExWorks. Under this credit agreement, WISeCoin was granted a USD 4,000,000
term loan and may add up to USD 80,000 accrued interest to the loan principal, hence a maximum loan amount of USD 4,080,000.
The loan bears an interest rate of 10% p.a. payable monthly in arrears. The maturity date of the arrangement is April 04, 2020 therefore
all outstanding balances are classified as current liabilities in the balance sheet. ExWorks can elect to have part of or all of the principal
loan amount and interests paid either in cash or in WISeCoin Security Tokens (the “WCN Token”) as may be issued by
WISeCoin from time to time. As at June 30, 2019, the conversion price is set at CHF 12.42 per WCN Token based on a non-legally binding
term sheet.
Under the terms of the credit agreement, WISeCoin
is required to not enter into agreements that would result in liens on property, assets or controlled subsidiaries, in indebtedness other
than the exceptions listed in the credit agreement, in mergers, consolidations, organizational changes except with an affiliate, contingent
and third party liabilities, any substantial change in the nature of its business, restricted payments, insider transactions, certain
debt payments, certain agreements, negative pledge, asset transfer other than sale of assets in the ordinary course of business, or holding
or acquiring shares and/or quotas in another person other than WISeCoin R&D. Furthermore, WISeCoin is required to maintain its existence,
pay all taxes and other liabilities.
Borrowings under the line of credit are secured
by first ranking security interests on all material assets and personal property of WISeCoin, and a pledge over the shares in WISeCoin
representing 90% of the capital held by the Company. Under certain circumstances, additional security may be granted over the intellectual
property rights of WISeCoin and WISeCoin R&D, and the shares held by WISeCoin in WISeCoin R&D.
Total debt issue costs of USD 160,000 were
recorded as debt discount and amortized over the duration of the loan. As at December 31, 2020, the debt discount was fully
amortized.
As at December 31, 2021, the loan had not
been repaid and the outstanding borrowings were USD 4,030,000, meaning that the loan is past due under the terms of the credit agreement
with ExWorks. The Company is currently in negotiation with ExWorks regarding a potential sale of its investment in Tarmin, a Company in
which ExWorks is also a significant shareholder (see Note 21). It is the view of the management of the Company that the sale of the investment
in Tarmin and the repayment of the credit agreement are codependent and therefore the loan will be repaid at such time as the investment
is sold. ExWorks continues to charge interest on the loan at the rate of 10% p.a. and has not launched any formal recovery proceedings
as of the date of this report.
Credit Agreement with Long State Investment
Limited
On December 16, 2019, WISeKey entered into a Convertible
Term Loan Facility Agreement (the “LSI Convertible Facility”) with Long State Investment Limited (“LSI”),
a Hong Kong-based investment company, to borrow up to CHF 30 million. Under the terms of the LSI Convertible Facility, WISeKey
will be able to drawdown individual term loans of up to CHF 500,000 or, if so agreed between the parties, up to CHF 2.5 million
at an interest rate of 1.5% p.a., up to an aggregate amount of CHF 30 million over a commitment period of 24 months. LSI will have
the right to convert a drawdown tranche into WIHN Class B Shares or, if so agreed among the parties and permitted by law, into American
Depositary Shares (“ADSs”) representing WIHN Class B Shares, within a period of 21 SIX trading days after each individual
drawdown at 95% of the higher of (i) the then prevailing market rate and (ii) the minimum conversion price of CHF 1.80. Any term loan
not converted by LSI initially will automatically convert into WIHN Class B Shares, or ADSs, 20 SIX trading days before the expiration
of the commitment period at the applicable conversion price. Under certain circumstances, interest payments may be “paid in kind”
by capitalizing such interest and adding to it the aggregate principal balance of the loan outstanding.
F-34
Under the arrangement, WISeKey and LSI plan to
establish a Joint Venture in Hong Kong in the first quarter of 2020 to focus on business opportunities in Asia. A memorandum of understanding
has been executed between WISeKey and LSI to that effect.
Due to LSI’s option to convert the loan
in part at each drawdown before maturity, the LSI Convertible Facility was assessed as a debt instrument with an embedded put option.
We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require
bifurcation. Per ASC 480-10-25, the LSI Convertible Facility will be accounted for as a liability measured at fair value using the discounted
cash flow method for each term loan (corresponding to each drawdown).
Total debt issue costs amounting to CHF 56,757
in legal fees and expense allowance were paid by WISeKey in 2019 and 2020, and a commitment fee payable in 400,000 WIHN Class B Shares
was settled on January 23, 2020 with a fair value of CHF 759,200 based on the market price of the WIHN shares at settlement. The
debt issue costs and commitment fee will be recorded as a debt discount proportionately to each drawdown. However, as at December 31,
2020, WISeKey had not yet drawn down on the LSI Convertible Facility, therefore, in application of ASC 340-10-S99-1, WISeKey accounted
for the debt issue costs of CHF 56,757 and the commitment fee of CHF 759,200 as a deferred asset to be amortized on a straight-line
basis over the access period of the LSI Convertible Facility.
In 2020 and 2021, WISeKey did not make any drawdowns
under the LSI Convertible Facility.
The amortization charge for the capitalized costs
and fee recognized in APIC amounted to CHF 372,473 (USD 407,559) for the year to December 31, 2021 and the deferred charge balance
was fully amortized as at December 31, 2021.
The LSI Convertible Facility expired on December
16, 2021.
Loan Agreements with UBS SA
On March 26, 2020, two members of the Group entered
into the Covid loans to borrow funds under the Swiss Government supported COVID-19 Credit Facility with UBS SA. Under the terms of the
Agreement, UBS has lent such Group members a total of CHF 571,500. The loans are repayable in full by March 30, 2028, as amended,
being the eighth anniversary of the date of deposit of the funds by UBS. Semi-annual repayments should start by March 31, 2022 and will
be spread on a linear basis over the remaining term. The full repayment of the loans is permitted at any time. The interest rate is determined
by Swiss COVID-19 Law and currently the Covid loans carry an interest rate of 0%. There were no fees or costs attributed to the Covid
loans and as such there is no debt discount of debt premium associated with the loan facility.
Under the terms of the loans, the relevant companies
are required to use the funds solely to cover the liquidity requirements of the Company. In particular, the Company cannot use the funds
for the distribution of dividends and directors' fees as well as the repayment of capital contributions, the granting of active loans;
refinancing of private or shareholder loans; the repayment of intra-group loans; or the transfer of guaranteed loans to a group company
not having its registered office in Switzerland, whether directly or indirectly linked to applicant.
During the year to December 31, 2021, WISeKey
repaid CHF 70,000 out of the loans. Therefore, as at December 31, 2021, the outstanding balance on the loans was CHF 501,500 (USD 550,008).
Credit Agreement with Nice & Green SA
On May 18, 2020, the Group entered into the Nice
& Green Facility, an Agreement for the Issuance and Subscription of Convertible Notes with Nice & Green pursuant to which WISeKey
has the right to draw down up to a maximum of CHF 10 million during a commitment period of 24 months commencing on May 20, 2020, in up
to 25 tranches based upon 60% of the traded volume of the WIHN Class B Share on the SIX Swiss Stock Exchange over the 5 trading days preceding
the subscription date. Each tranche is divided into 25 convertible notes that do not bear interest. Subject to a cash redemption right
of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12 months from
issuance (the “Nice & Green Conversion Period”). Conversion takes place upon request by Nice & Green during
the Nice & Green Conversion Period, but in any case, no later than at the expiry of the Nice & Green Conversion Period, at a conversion
price of 95% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on the SIX Swiss Exchange during
the 10 trading days preceding the relevant conversion date.
F-35
Due to Nice & Green’s option to convert
the loan in part at any time before maturity, and as there is no limit on the number of shares to be delivered, the Nice & Green Facility
was assessed as a share-settled debt instrument with an embedded put option. We assessed the put option under ASC 815 and concluded that
it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Nice & Green
Facility will be accounted for as a liability measured at cost for each term loan (corresponding to each drawdown).
Per the terms of the Nice & Green Facility,
WISeKey pays to Nice & Green, in cash, a commitment fee of 5% of the amount of each subscription which will be recorded as a debt
discount against each subscription (principal). Nice & Green also undertake to pay to WISeKey an incentive fee equal to 10% of the
positive difference between the net capital gain and the net capital loss generated by Nice & Green on the sales of WIHN Class B Shares.
The incentive fee income is recorded in the income statement in other non-operating income.
In 2020, WISeKey subscribed for a total of CHF
8,916,889 (USD 9,693,283 at historical rate) which was fully converted in the year 2020.
As at December 31, 2020, the outstanding Nice
& Green Facility available was CHF 1,083,111 (USD 1,224,832) and there were no unconverted outstanding loan amounts.
During the year to December 31, 2021 the Group
did not make any subscription under the Nice & Green Facility. Therefore, as at December 31, 2021 the outstanding Nice &
Green Facility available was CHF 1,083,111 (USD 1,187,876) and there were no unconverted outstanding loan amounts.
Convertible Loan with Crede CG III, Ltd
On August 07, 2020, WISeKey entered into
Convertible Loan Agreement (the “Crede Convertible Loan”) with Crede CG III, Ltd (“Crede”) for
an amount of USD 5
million. The funds were made available on September 23, 2020. The loan bears a 5%
p.a. interest rate, payable in arrears on a quarterly basis starting September 30, 2020, and is repayable in WIHN Class B
Shares any time between September 23, 2020 and the maturity date of August 07, 2022, at Crede’s election.
Accrued interests are payable, at WISeKey’s sole election, either in cash or in WIHN Class B Shares. The conversion price
applicable to the prepayment of the principal amount or accrued interest is calculated as 92% of the lowest daily volume weighted
average share prices quoted on the SIX Stock Exchange during the 10 trading days immediately preceding the relevant conversion date
or interest payment date respectively, disregarding any day on which Crede (or its Affiliates or related party) has effected any
trade, converted into USD at the exchange rate reported by Bloomberg at 9 a.m. Swiss time on the relevant conversion date or
interest payment date.
Due to Crede’s option to convert the loan
in part or in full at any time before maturity, the Crede Convertible Loan was assessed as a share-settled debt instrument with an embedded
put option. Because the value that Crede will receive at settlement does not vary with the value of the shares, the settlement provision
is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related
to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Crede Convertible Loan was accounted for as a
liability measured at fair value using the discounted cash flow method at inception.
On the date of the Crede Convertible Loan, WISeKey
signed a warrant agreement granting Crede the option to acquire up to 1,675,885 WIHN Class B Shares at an exercise price set initially
at CHF 1.65 but revised down to CHF 1.375 in an amendment signed by both parties on September 18, 2020, exercisable between
September 24, 2020 and September 14, 2023. Per the warrant agreement’s term, the date of grant under US GAAP
is September 14, 2020 upon issuance of a Tax Ruling from the Swiss Federal Tax Administration and the Zug tax authority. In
line with ASC 470-20-25-2, the proceeds from the convertible debt with a detachable warrant was allocated to the two elements based
on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. The warrant agreement was
assessed as an equity instrument and was fair valued at grant at an amount of USD 866,046 using the Black-Scholes model and the market
price of WIHN Class B Shares on the date of the amendment, September 18, 2020, of CHF 1.25. The fair value of the debt
was calculated using the discounted cash flow method as USD 5,387,271. Applying the relative fair value method per ASC 470-20-25-2,
the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 692,469, and the credit entry
was booked in APIC.
F-36
In 2020, Crede issued two exercise notices under
the Crede Convertible Loan, resulting in conversions for a total of 769,333 WIHN Class B Shares for a total conversion of USD 784,880.
In 2021, Crede issued two exercise notices under
the Crede Convertible Loan, resulting in the following conversions:
-
On January 4, 2021, for 1,000,000 WIHN Class B Shares delivered on January 6th, 2021 for a conversion of
USD 1,038,627.
-
On February 16, 2021, for 3,058,358 WIHN Class B Shares delivered
on February 17th, 2021 for a conversion of USD 3,176,493.
The loan was fully converted with the last conversion
on February 16, 2021. Therefore, there was no outstanding balance on this loan as at December 31, 2021.
For the year 2021, the Group recorded a net debt
discount amortization expense in the income statement of USD 30,082.
Credit Agreement with GLOBAL TECH OPPORTUNITIES
8
On December 08, 2020, WISeKey entered into
an Agreement for the Issuance and Subscription of Convertible Notes (the "GTO Facility") with GLOBAL TECH
OPPORTUNITIES 8 ("GTO"), Grand Cayman, Cayman Islands, pursuant to which GTO commits to grant a loan to WISeKey for
up to a maximum amount of CHF 15.5
million divided into tranches of variable sizes, during a commitment period of 18 months ending June 09, 2022. The dates and amounts
of the first 3 tranches were agreed in advance in the GTO Facility agreement; for the remaining facility, GTO has the right to
request the subscription of 2 tranches, all other tranches are to be subscribed for by WISeKey during the commitment period, subject
to certain conditions. Each tranche is divided into convertible notes of CHF 10,000 each that do not bear interest. Subject to
a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12
months from issuance (the “GTO Conversion Period”). Conversion takes place upon request by GTO during the GTO Conversion
Period, but in any case no later than at the expiry of the GTO Conversion Period, at a conversion price of the higher of (i) CHF
0.05 and (ii) 97% of the average of the 5 lowest closing volume-weighted average price of a Class B Share as traded on the SIX
Swiss Exchange during the 20 trading days preceding the relevant conversion date.
Due to GTO’s option to convert the loan
in part or in full at any time before maturity, the GTO Facility was assessed as a share-settled debt instrument with an embedded put
option. Because the value that GTO will receive at settlement does not vary with the value of the shares, the settlement provision is
not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its
debt host and therefore did not require bifurcation. Per ASC 480-10-25, the GTO Facility was accounted for as a liability measured at
fair value using the discounted cash flow method at inception.
Debt issue costs made up of legal expenses of
commitment fee of CHF 697,500, representing 4.5% of the maximum GTO Facility, were due to GTO at inception, payable throughout the
commitment period but no later than June 08, 2022. At inception on December 08, 2020, in application of ASC 340-10-S99-1, WISeKey accounted
for the debt issue costs of and the commitment fee of CHF 697,500 as a deferred asset to be amortized on a straight-line basis over
the commitment period (access period) of the GTO Facility. Upon subscription of each tranche, the debt issue costs and commitment fee
are recorded as a debt discount proportionately to each tranche amount.
Additionally, per the terms of the GTO Facility,
upon each tranche subscription, WISeKey will grant GTO the option to acquire WIHN Class B Shares at an exercise price of the higher
of (a) 120% of the 5-trading day VWAP of the WIHN Class B Shares on the SIX Swiss Stock Exchange over the 5 trading days immediately preceding
the relevant subscription request and (b) CHF 1.50 (the “GTO Warrant Exercise Price”). The number of options granted
at each tranche subscription is calculated as 15% of the principal amount of each Tranche divided by the GTO Warrant Exercise Price. Each
warrant agreement has a 5-year exercise period starting on the relevant subscription date. In line with ASC 470-20-25-2, for each subscription,
the proceeds from the convertible notes with a detachable warrant were allocated to the two elements based on the relative fair values
of the debt instrument without the warrant and of the warrant at time of issuance. When assessed as an equity instrument, the option agreement
is fair valued at grant using the Black-Scholes model and the market price of WIHN Class B Shares on the date of the subscription. The
fair value of the debt is calculated using the discounted cash flow method.
F-37
In 2020, WISeKey subscribed for a total of CHF
4,660,000 (USD 5,240,772 at historical rate).
During the year ended December 31, 2021, the
Group made a total of four subscriptions for a total of CHF 10,840,000
(USD 11,872,396
at historical rate) under the terms of the GTO Facility. Per the terms of the GTO Facility, WISeKey issued GTO with 458,332
warrants on WIHN Class B Shares at an exercise price of CHF 1.584, 102,599
warrants at an exercise price of CHF 2.193, 187,188
warrants at an exercise price of CHF 2.40,
and 105,042
warrants at an exercise price of CHF 2.142.
The warrant agreements were all assessed as equity instruments and were fair valued at grant at an aggregate amount of
CHF 924,956
(USD 1,011,033)
using the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant. For each subscription, the fair
value of the debt was calculated using the discounted cash flow method then, applying the relative fair value method per ASC
470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host and the credit entry was booked in
APIC. The cumulated fair value of the debt for the four subscriptions was CHF 10,452,997
(USD 11,448,534),
with a cumulated debt discount of CHF 886,538
(USD 970,929).
During the year ended December 31, 2021, GTO converted
a total of CHF 14,750,000 (USD 16,188,524 at historical rates), resulting in the delivery of a total of 13,328,694 WIHN Class
B Shares. A debt discount charge of CHF 23,656 (USD 25,884) and deferred charges in the amount of CHF 70,604 (USD 77,255)
were amortized to the income statement, and unamortized debt discounts totaling CHF 1,634,628 (USD 1,792,739) were booked to
APIC on conversions as per ASC 470-02-40-4.
As at December 31, 2021, the GTO Facility had
been fully utilized, there were no unconverted convertible notes outstanding, the debt discount was fully amortized, and the deferred
charge balance was CHF nil.
Credit Agreement with L1 Capital Global
Opportunities Master Fund
On June 29, 2021, WISeKey entered into the
L1 Facility, an Agreement for the Subscription of up to USD 22M
Convertible Notes with L1 Capital, pursuant to which L1 commits to grant a loan to WISeKey for up to a maximum amount of
USD 22 million
divided into tranches of variable sizes, during a commitment period of 24 months ending June 28, 2023. The L1 Initial Tranche was
agreed in the L1 Facility agreement as USD 11 million
to be funded on June 29, 2021. For the remaining facility, WISeKey
has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed
between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each
tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from
issuance (the “L1 Conversion Period”). Conversion takes place upon request by L1 during the L1 Conversion
Period, but in any case no later than at the expiry of the L1 Conversion Period. Each calendar month, L1 can request conversion of
up to 12.5% of the principal amount of all issued tranches at a conversion price of 95% of the lowest daily volume-weighted average
price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date, and ,
should L1 wish to convert more than 12.5% of the principal amount of all issued tranches in a calendar month, the conversion price
for the additional converted amounts is set at the higher of (i) the Fixed Conversion price applicable to relevant tranche, and (ii)
95% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading
days preceding the relevant conversion date (the “Original L1 Conversion Price”).
Due to L1’s option to convert the loan in
part or in full at any time before maturity, the L1 Facility was assessed as a share-settled debt instrument with an embedded put option.
In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that L1 will predominantly receive at settlement does
not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under
ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25,
the L1 Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception.
Debt issue costs made up of legal expenses of
USD 36,745, a commission of USD 802,500 to the placement agent, a fee of USD 220,000 to L1 representing 2% of the principal
value of the initial tranche, and a subscription fee of USD 220,000 to L1 representing 2% of the principal value of the initial tranche
payable in WIHN Class B Shares were due upon issuance of the Initial Tranche and recorded as a debt discount against the L1 Initial Tranche
principal amount. The subscription fee was paid in 145,953 WIHN Class B Shares and was fair valued at CHF 183,901 (USD 200,871)
based on the market value of the shares at issuance. Upon subscription of each subsequent tranche under the L1 Facility, debt issue costs
corresponding to the fair value of the L1 subscription fee payable in WIHN Class B Shares representing 2% of the principal value of the
subscribed funds and an L1 fee representing 2% of the principal value of the subscribed funds will be recorded as a debt discount against
each tranche.
F-38
On September 27, 2021, WISeKey and L1 entered
into the L1 First Amendment, pursuant to which WISeKey has the right to request L1 to subscribe for four L1 Accelerated Tranches of between
USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by
WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the L1 Accelerated Tranches issued under
the L1 First Amendment remain the same as the terms and conditions of the L1 Facility except for the conversion price of the L1 Accelerated
Tranches which is set at 90% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on the SIX Swiss Exchange
during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount (the “New L1 Conversion
Price”).
In line with ASC 470-50-15-3, the New L1
Conversion Price under the L1 First Amendment was assessed as a change to the conversion privileges provided in the L1 Facility for the
purpose of inducing conversion, whereby the New L1 Conversion Price provides a reduction of the Original L1 Conversion Price and results
in the issuance of additional WIHN Class B Shares, which is governed by ASC 470-20-40. Therefore, in line with ASC 470-20-40-16
and ASC 470-20-40-17, for conversions of L1 Accelerated Tranches, we recognize the fair value of the additional shares delivered
by applying the New L1 Conversion Price in comparison with the Original L1 Conversion Price as an expense to the income statement classified
as debt conversion expense.
Additionally, per the terms of the L1 Facility,
upon each tranche subscription under the L1 Facility and the L1 First Amendment, WISeKey will grant L1 the option to acquire WIHN Class
B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading day volume-weighted average price of the WIHN Class B Shares
on the SIX Swiss Stock Exchange immediately preceding the tranche closing date and (b) CHF 5.00. The number of warrants granted at
each tranche subscription is calculated as 25% of the principal amount of each tranche divided by the volume-weighted average price of
the trading day immediately preceding the tranche closing date. Each warrant agreement has a 3-year exercise period starting on the relevant
subscription date. In line with ASC 470-20-25-2, for each subscription, the proceeds from the convertible notes with a detachable warrant
were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at
time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model and
the market price of WIHN Class B Shares on the date of the subscription. The fair value of the debt is calculated using the discounted
cash flow method.
During the year to December 31, 2021, WISeKey
made a total of six subscriptions under the L1 Facility and the L1 First Amendment as follows:
-
The L1 Initial Tranche for convertibles notes in the amount of USD 11 million was issued on
June 29, 2021. The funds were received on July 1, 2021. On June 29, 2021, in line with the terms of the
L1 Facility, WISeKey issued L1 with 1,817,077 warrants on WIHN Class B Sharess at an exercise price of CHF 5.00. The warrant
agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 296,208 using the Black-Scholes model
and the market price of WIHN Class B Sharess on the date of grant of CHF 1.39. The fair value of the debt was calculated using the
discounted cash flow method as USD 11,354,678. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the
warrant agreement created a debt discount on the debt host in the amount of USD 279,660, and the credit entry was booked in APIC.
-
On September 28, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 1 million.
The funds were received on September 30, 2021. On September 28, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with 173,267 warrants on WIHN Class B Sharess at an exercise price of CHF 5.00. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD 35,462 using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF 1.25. The fair value of the debt was calculated using the discounted cash flow
method as USD 1,077,265. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD 31,869, and the credit entry was booked in APIC.
-
On October 20, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 1 million.
The funds were received on October 21, 2021. On October 20, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with 207,726 warrants on WIHN Class B Sharess at an exercise price of CHF 5.00. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD 33,877 using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF 1.12. The fair value of the debt was calculated using the discounted cash flow
method as USD 1,077,408. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD 30,485, and the credit entry was booked in APIC.
F-39
-
On October 27, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 2 million.
The funds were received on October 28, 2021. On October 27, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with 384,261 warrants on WIHN Class B Sharess at an exercise price of CHF 5.00. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD 62,777 using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF 1.12. The fair value of the debt was calculated using the discounted cash flow
method as USD 2,154,556. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD 56,624, and the credit entry was booked in APIC.
-
On November 5, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 1 million.
The funds were received on November 9, 2021. On November 5, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with 209,287 warrants on WIHN Class B Sharess at an exercise price of CHF 5.00. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD 29,792 using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF 1.075. The fair value of the debt was calculated using the discounted cash flow
method as USD 1,077,708. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD 26,900, and the credit entry was booked in APIC.
-
On December 21, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 1 million.
The funds were received on December 22, 2021. On December 21, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with 287,345 warrants on WIHN Class B Sharess at an exercise price of CHF 5.00. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD 21,756 using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF 0.814. The fair value of the debt was calculated using the discounted cash flow
method as USD 1,077,404. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD 19,793, and the credit entry was booked in APIC.
During the year ended December 31, 2021, L1 converted
a total of USD 8.2 million out of the L1 Initial Tranche and USD 5.3 million out of the L1 Accelerated Tranches, resulting
in the delivery of a total of 11,858,831 WIHN Class B Sharess. A debt discount charge of USD 185,528 was amortized to the income
statement, a debt conversion expense of USD 325,424 was recorded in the income statement, and unamortized debt discounts totaling
USD 1,376,983 were booked to APIC on conversions as per ASC 470-02-40-4.
As at December 31, 2021, the outstanding L1 Facility
available was USD 5 million. Convertible notes in an aggregate amount of USD 3.5 million remained unconverted and
the unamortized debt discount balance was USD 388,403, hence a carrying value of USD 3,111,597 as at December 31, 2021.
Credit Agreement with Anson Investments
Master Fund LP
On June 29, 2021, WISeKey entered into an
Agreement for the Issuance and Subscription of Convertible Notes (the “Anson Facility”) with Anson
Investments Master Fund LP (“Anson”), pursuant to which Anson commits to grant a loan to WISeKey for up to a
maximum amount of USD 22 million
divided into tranches of variable sizes, during a commitment period of 24 months ending June 28, 2023. The initial tranche was
agreed in the Anson Facility agreement as USD 11 million
to be funded on June 29, 2021. For the remaining facility, WISeKey
has the right to request Anson to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed
between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each
tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from
issuance (the “Anson Conversion Period”). Conversion takes place upon request by Anson during the Anson Conversion
Period, but in any case no later than at the expiry of the Anson Conversion Period. Each calendar month, Anson can request
conversion of up to 12.5% of the principal amount of all issued tranches at a conversion price of 95% of the lowest daily
volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the
relevant conversion date, and, should Anson wish to convert more than 12.5% of the principal amount of all issued tranches in a
calendar month, the conversion price for the additional converted amounts is set at the higher of (i) the Fixed Conversion price
applicable to relevant tranche, and (ii) 95% of the lowest daily volume-weighted average price of a Class B Share as traded on the
SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date (the “Original Anson Conversion
Price”).
F-40
Due to Anson’s option to convert the loan
in part or in full at any time before maturity, the Anson Facility was assessed as a share-settled debt instrument with an embedded put
option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that Anson will predominantly receive at settlement
does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option
under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC
480-10-25, the Anson Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception.
Debt issue costs made up of legal expenses of
USD 4,197, a commission of USD 802,500 to the placement agent, a fee of USD 220,000 to Anson representing 2% of the principal
value of the initial tranche, and a subscription fee of USD 220,000 to Anson representing 2% of the principal value of the initial
tranche payable in WIHN Class B Shares were due upon issuance of the Anson Initial Tranche and recorded as a debt discount against the
Anson Initial Tranche principal amount. The subscription fee was paid in 145,953 WIHN Class B Shares and was fair valued at CHF 183,901
(USD 200,871) based on the market value of the shares at issuance. Upon subscription of each subsequent tranche under the Anson Facility,
debt issue costs corresponding to the fair value of the Anson subscription fee payable in WIHN Class B Shares representing 2% of the principal
value of the subscribed funds and an Anson fee representing 2% of the principal value of the subscribed funds will be recorded as a debt
discount against each tranche.
On September 27, 2021, WISeKey and Anson entered
into the Anson First Amendment, pursuant to which WISeKey has the right to request Anson to subscribe for four Anson Accelerated Tranches
of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined
by WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the Anson Accelerated Tranches issued
under the Anson First Amendment remain the same as the terms and conditions of the Anson Facility except for the conversion price of the
Anson Accelerated Tranches which is set at 90% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX
Swiss Exchange during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount (the “New
Anson Conversion Price”).
In line with ASC 470-50-15-3, the New Anson
Conversion Price under the Anson First Amendment was assessed as a change to the conversion privileges provided in the Anson Facility
for the purpose of inducing conversion, whereby the New Anson Conversion Price provides a reduction of the Original Anson Conversion Price
and results in the issuance of additional WIHN Class B Shares, which is governed by ASC 470-20-40. Therefore, in line with ASC 470-20-40-16
and ASC 470-20-40-17, for conversions of Anson Accelerated Tranches, we recognize the fair value of the additional shares delivered
by applying the New Anson Conversion Price in comparison with the Original Anson Conversion Price as an expense to the income statement
classified as debt conversion expense.
Additionally, per the terms of the Anson Facility,
upon each tranche subscription under the Anson Facility and the Anson First Amendment, WISeKey will grant Anson the option to acquire
WIHN Class B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading day volume-weighted average price of the WIHN Class
B Shares on the SIX Swiss Stock Exchange immediately preceding the tranche closing date and (b) CHF 5.00. The number of warrants granted
at each tranche subscription is calculated as 25% of the principal amount of each tranche divided by the volume-weighted average price
of the trading day immediately preceding the tranche closing date. Each warrant agreement has a 3-year exercise period starting on the
relevant subscription date. In line with ASC 470-20-25-2, for each subscription, the proceeds from the convertible notes with a detachable
warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant
at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model
and the market price of WIHN Class B Shares on the date of the subscription. The fair value of the debt is calculated using the discounted
cash flow method.
During the year to December 31, 2021, WISeKey
made a total of three subscriptions under the Anson Facility and the Anson First Amendment as follows:
-
The Anson Initial Tranche for convertibles notes in the amount of USD 11 million was issued
on June 29, 2021. The funds were received on June 29, 2021. On June 29, 2021, in line with the terms of
the Anson Facility, WISeKey issued Anson with 1,817,077 warrants on WIHN Class B Shares at an exercise price of CHF 5.00. The
warrant agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 296,208 using the Black-Scholes
model and the market price of WIHN Class B Shares on the date of grant of CHF 1.39. The fair value of the debt was calculated using
the discounted cash flow method as USD 11,354,678. Applying the relative fair value method per ASC 470-20-25-2, the recognition of
the warrant agreement created a debt discount on the debt host in the amount of USD 279,660, and the credit entry was booked in APIC.
F-41
-
On September 28, 2021, an Anson Accelerated Tranche for convertibles notes in the amount USD 2.75 million.
The funds were received on September 28, 2021. On September 28, 2021, in line with the terms of the Anson Facility,
WISeKey issued Anson with 476,486 warrants on WIHN Class B Shares at an exercise price of CHF 5.00. The warrant agreement was
assessed as an equity instrument and was fair valued at grant at an amount of USD 97,520 using the Black-Scholes model and the market
price of WIHN Class B Shares on the date of grant of CHF 1.25. The fair value of the debt was calculated using the discounted cash
flow method as USD 2,822,613. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement
created a debt discount on the debt host in the amount of USD 91,838, and the credit entry was booked in APIC.
-
On October 27, 2021, an Anson Accelerated Tranche for convertibles notes in the amount USD 2.75 million.
The funds were received on October 28, 2021. On October 27, 2021, in line with the terms of the Anson Facility, WISeKey
issued Anson with 528,359 warrants on WIHN Class B Shares at an exercise price of CHF 5.00. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD 86,318 using the Black-Scholes model and the market price
of WIHN Class B Shares on the date of grant of CHF 1.12. The fair value of the debt was calculated using the discounted cash flow
method as USD 2,822,789. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD 81,597, and the credit entry was booked in APIC.
During the year ended December 31, 2021, Anson
converted a total of USD 9.8 million out of the Anson Initial Tranche, resulting in the delivery of a total of 8,228,262 WIHN
Class B Shares. There was no conversion out of the Anson Accelerated Tranches. A debt discount charge of USD 248,449 was amortized
to the income statement, and unamortized debt discounts totaling USD 1,182,876 were booked to APIC on conversions as per ASC 470-02-40-4.
There was no debt conversion expense recorded in the income statement in the year ended December 31, 2021
As at December 31, 2021, the outstanding Anson
Facility available was USD 5.5 million. Convertible notes in an aggregate amount of USD 6.7 million remained unconverted
and the unamortized debt discount balance was USD 762,858, hence a carrying value of USD 5,937,142 as at December 31, 2021.
Note 28.Indebtedness to related parties, noncurrent
On May 27, 2020, Aquilon Invest GmbH entered into
a loan agreement with arago GmbH for an amount of EUR 1,918,047.09. Aquilon Invest GmbH, a company wholly-owned by the Managing Director
of arago GmbH, Hans- Christian Boos, is a minority shareholder of arago GmbH.
The loan carries an interest rate of 6% per annum
payable annually in arrears. The loan matures on May 26, 2025 but arago GmbH may repay it in part or in full at any time before maturity.
As at December 31, 2021, the balance of the loan
and accrued interests due by arago GmbH to Hans-Christian Boos as ultimate beneficiary was EUR 2,105,407 (USD 2,395,219).
Note 29.Employee benefit plans
Defined benefit post-retirement plan
The Group maintains three pension plans: one maintained
by WISeKey SA and one by WISeKey International Holding Ltd, both covering its employees in Switzerland, as well as one maintained by WISeKey
Semiconductors SAS covering WISeKey’s French employees.
All plans are considered defined benefit plans
and accounted for in accordance with ASC 715 Compensation – Retirement Benefits. This model allocates pension costs over the
service period of employees in the plan. The underlying principle is that employees render services ratably over this period, and therefore,
the income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status or difference
between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding
adjustment recorded in the net loss. If the projected benefit obligation exceeds the fair value of the plan assets, then that difference
or unfunded status represents the pension liability.
F-42
The Group records net service cost as an operating
expense and other components of defined benefit plans as a non-operating expense in the statement of comprehensive loss.
The liabilities and annual income or expense of
the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which are the
discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair value of plan assets is determined
based on prevailing market prices.
The defined benefit pension plan maintained by
WISeKey Semiconductors SAS, and their obligations to employees in terms of retirement benefits, is limited to a lump sum payment based
on remuneration and length of service, determined for each employee. The plan is not funded.
The pension liability calculated as at December
31, 2021 is based on annual personnel costs and assumptions as of December 31, 2021.
Personnel Costs
As at December 31,
As at December 31,
As at December 31,
USD'000
2021
2020
2019
Wages and Salaries
12,208
12,145
11,161
Social security contributions
3,320
3,230
2,813
Net service costs
671
646
281
Other components of defined benefit plans, net
(78)
248
132
Total
16,121
16,268
14,387
As at December 31,
Assumptions
2021
2021
2020
2020
2019
2019
2019
France
Switzerland
France
Switzerland
France
Switzerland
India
Discount rate
0.75%
0.33%
0.30%
0.15%
0.70%
0.25%
7.30%
Expected rate of return on plan assets
n/a
1.50%
n/a
1.50%
n/a
1.50%
n/a
Salary increases
3%
1.50%
3%
1.50%
3%
1.50%
9%
Switzerland
For WISeKey SA and WISeKey International Holding
Ltd’s funded plans, the expected long-term rate of return on assets is based on the pension fund policy which is based on approximately
+0.5% in addition to the minimum interest by law in Switzerland (“Min LPP”). In 2021, Min LPP is 1.0% hence an assumption
of 1.5%.
F-43
As at December 31, 2020 the Group’s accumulated
benefit obligation amounted to USD 16,452,000.
Employee Benefit Plans - Schedule of Changes
in Fair Value of Plan Assets
Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year
Net loss (gain)
270
286
283
Unrecognized transition (asset)/obligation
0
0
0
Prior service cost/(credit)
(12)
61
61
Amounts recognized in accumulated OCI
Net loss (gain)
2,651
4,237
4,258
Unrecognized transition (asset)/obligation
0
0
0
Prior service cost/(credit)
(537)
(440)
300
Deficit
2,114
3,797
4,558
F-44
Movement in Funded Status
USD'000
Fiscal year
2021
2020
2019
Opening balance sheet liability (funded status)
6,768
6,880
4,465
Net Service cost
263
436
412
Interest cost/(credit)
29
50
107
Expected return on Assets
(177)
(167)
(123)
Amortization on Net (gain)/loss
270
284
88
Amortization on Prior service cost/(credit)
(12)
61
62
Settlement / curtailment cost / (credit)
(194)
0
0
Currency translation adjustment
6
20
(2)
Total Net Periodic Benefit Cost/(credit)
185
684
544
Actuarial (gain)/loss on liabilities due to experience
(342)
(72)
1,056
Actuarial gain/loss on liab. from changes to fin. assump
(420)
0
1,431
Actuarial (gain)/loss on liab. from changes to demo. assump
(645)
0
0
Return in plan assets, excl. amounts included in net interest
224
(29)
(136)
Prior service cost/(credit)
(123)
(698)
0
Amortization on Net (gain)/loss
(270)
(284)
(88)
Amortization on Prior service cost/(credit)
12
(61)
(62)
Currency translation adjustment
(8)
(45)
(2)
Total gain/loss recognized via OCI
(1,572)
(1,189)
2,200
Employer contributions paid in the year + Cashflow required to pay benefit payments
(379)
(274)
(371)
Total cashflow
(379)
(274)
(371)
Currency translation adjustment
(233)
669
43
Reclassification
0
(2)
0
Closing balance sheet liability (funded status)
4,769
6,768
6,880
Reconciliation of Net Gain / Loss
Amount at beginning of year
4,237
4,258
1,964
Amortization during the year
(270)
(284)
(86)
Asset (gain) / loss
224
(29)
(136)
Liability (gain) / loss
(1,407)
(72)
2,487
Reclassifications
0
(2)
0
Currency translation adjustment
(133)
366
29
Amount at year-end
2,651
4,237
4,258
Reconciliation of prior service cost/(credit)
Amount at beginning of year
(440)
300
357
Amortization during the year
12
(61)
(62)
Prior service costs for the current period
(123)
(698)
0
Currency translation adjustment
14
19
5
Amount at year-end
(537)
(440)
300
F-45
All of the assets are held under the collective
contract by the plan’s re-insurer company and are invested in a mix of Swiss and International bond and equity securities. In line
with ASC 820’s three-tier fair value hierarchy, pension assets belong to the fair value level 2.
The table below shows the breakdown of expected
future contributions payable to the Plan :
Employee Benefit Plans - Schedule of
Future Contributions Payable
Period
USD'000
France
Switzerland
2022
25
1,862
2023
28
410
2024
7
1,986
2025
23
504
2026
52
498
2027 to 2031
420
2,757
The Group expects to make contributions of approximately
$263,000 in 2022.
There are no plan assets expected to be returned
to the employer during the 12-month period following December 31, 2021.
Note 30.Commitments and contingencies
Lease commitments
The future payments due under leases are shown
in Note 19.
Guarantees
Our software and hardware product sales agreements
generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual
property rights. Certain of our product sales agreements also include provisions indemnifying customers against liabilities in the event
we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification
agreements due to our lack of history of prior indemnification claims and the unique facts and circumstances involved in each particular
agreement. To date, we have not incurred any costs as a result of such indemnifications and have not accrued any liabilities related to
such obligations in our consolidated financial statements.
F-46
Note 31.Stockholders’ equity
Stockholders’ equity consisted of the following:
Stockholders' Equity - Schedule of Stock by Class
WISeKey International Holding Ltd
As at December 31, 2021
As at December 31, 2020
Share Capital
Class A Shares
Class B Shares
Class A Shares
Class B Shares
Par value per share (in CHF)
0.01
0.05
0.01
0.05
Share capital (in USD)
400,186
4,685,301
400,186
2,490,403
Per Articles of association and Swiss capital categories
Authorized Capital - Total number of authorized shares
—
18,469,207
—
7,808,906
Conditional Share Capital - Total number of conditional shares(1)
12,000,000
31,469,207
—
7,804,030
Total number of fully paid-in shares
40,021,988
88,120,054
40,021,988
47,622,689
Per US GAAP
Total number of authorized shares
40,021,988
138,058,468
40,021,988
63,234,625
Total number of fully paid-in issued shares(1)
40,021,988
88,120,054
40,021,988
47,622,689
Total number of fully paid-in outstanding shares(1)
40,021,988
80,918,390
40,021,988
42,839,554
Par value per share (in CHF)
0.01
0.05
0.01
0.05
Share capital (in USD)
400,186
4,685,301
400,186
2,490,403
Total share capital (in USD)
5,085,487
2,890,589
Treasury Share Capital
Total number of fully paid-in shares held as treasury shares
—
7,201,664
—
4,783,135
Treasury share capital (in USD)
—
636,436
—
505,154
Total treasury share capital (in USD)
—
636,436
—
505,154
(1) Conversions of conditional capital that were not registered with the commercial register as of December 31, 2021 are not deducted
from the total number of conditional shares, i.e. the number shown is as if the issues had not taken place.
In the years to December 31, 2021 and 2020 respectively,
WISeKey purchased a total of 28,668,037 and 8,458,273 treasury shares at an average purchase price of USD 0.07 and USD 0.15
per share, and sold a total of 26,249,508 and 4,877,329 treasury shares at an average sale price of USD 1.17 and USD 0.99 per
share.
Share buyback program
On July 09, 2019, the Group started a share buyback
program on the SIX Swiss Exchange to buy back WIHN Class B Shares up to a maximum 10.0% of the share capital and 5.35% of the voting rights.
In compliance with Swiss Law, at no time will the group hold more than 10% of its own registered shares. The share buyback program will
end on July 08, 2022 but WISeKey may terminate the buyback program early.
As at December 31, 2021, WISeKey’s
treasury share balance included 282,000
WIHN Class B Shares purchased through the share buyback program.
Voting rights
Each share carries one vote at a general meeting
of shareholders, irrespective of the difference in par value of Class A Shares (CHF 0.01 per share) and Class B Shares (CHF 0.05 per share).
Our Class A Shares have a lower par value (CHF 0.01) than our Class B Shares (CHF 0.05) but have same voting right as the higher
par value Class B Shares, namely one (1) vote per share. This means that, relative to their respective per share contribution to the Company’s
capital, the holders of our Class A Shares have a greater relative per share voting power than the holders of our Class B Shares for matters
that require approval on the basis of a specified majority of shares present at the shareholders meeting.
F-47
Shareholder resolutions and elections (including
elections of members of the board of directors) require the affirmative vote of an absolute majority of the votes represented (in person
or by proxy) at a general meeting of shareholders (each Class A Share and each Class B Share having one vote), unless otherwise stipulated
by law or our Articles. The following matters require approval by a majority of the par value of the shares represented at the general
meeting (each Class A Share having a par value of CHF 0.01 per share and each Class B Share having a par value of CHF 0.05 per share):
-
electing our auditor;
-
appointing an expert to audit our business management or parts thereof;
-
adopting any resolution regarding the instigation of a special investigation; and
-
adopting any resolution regarding the initiation of a derivative liability action.
In addition, under Swiss corporation law and our
Articles, approval by two-thirds of the shares represented at the meeting, and by the absolute majority of the par value of the shares
represented is required for:
-
amending our corporate purpose;
-
creating or cancelling shares with preference rights;
-
restricting the transferability of registered shares;
-
restricting the exercise of the right to vote or the cancellation thereof;
-
creating authorized or conditional share capital;
-
increasing the share capital out of equity, against contributions in kind or for the purpose of acquiring
specific assets and granting specific benefits;
-
limiting or withdrawing shareholder's pre-emptive rights;
-
relocating our registered office;
-
converting registered shares into bearer shares and vice versa;
-
our dissolution or liquidation; and
-
transactions among corporations based on Switzerland's Federal Act on Mergers, Demergers, Transformations
and the Transfer of Assets of 2003, as amended (the "Swiss Merger Act") including a merger, demerger or conversion of a corporation.
In accordance with Swiss law and generally accepted
business practices, our Articles do not provide attendance quorum requirements generally applicable to general meetings of shareholders.
Both categories of Shares confer equal entitlement
to dividends and liquidation rights relative to the nominal value of the Class A Shares and the Class B Shares, respectively.
Only holders of Shares (including nominees) that
are recorded in the share register as of the record date communicated in the invitation to the General Meeting are entitled to vote at
a General Meeting.
Any acquirer of Shares who is not registered in
the share register as a shareholder with voting rights may not vote at or participate in any General Meeting, but will still be entitled
to dividends and other rights with financial value with respect to such Shares.
Each holder of Class A Shares has entered into
an agreement (each such agreement a "Shareholder Agreement") with WISeKey, pursuant to which such holder of Class A Shares has
given the undertaking vis-à-vis WISeKey not to (i) directly or indirectly offer, sell, transfer or grant any option or contract
to purchase, purchase any option or contract to sell, grant instruction rights with respect to or otherwise dispose of, or (ii) solicit
any offers to purchase, otherwise acquire or be entitled to, any of his/her/its Class A Shares or any right associated therewith (collectively
a "Transfer"), except if such Transfer constitutes a "Permitted Transfer", as defined hereafter. A Permitted Transfer
is defined as a Transfer by a holder of Class A Share to his/her spouse or immediate family member (or a trust related to such immediate
family member) or a third party for reasonable estate planning purposes, the transfer to an affiliate and any transfer following conversion
of his/her/its Class A Shares into Class B Shares. Each holder of a Class A Share has the right to request that, at WISeKey's annual General
Meeting, an item be included on the agenda according to which Class A Shares are, at the discretion of each holder of Class A Shares,
converted into Class B Shares.
F-48
Note 32.Accumulated other comprehensive income
USD'000
Accumulated other comprehensive income as at December 31, 2019
(1,453)
Total net foreign currency translation adjustments
1,824
Total change in unrealized gains related to available-for-sale debt securities
5,385
Total defined benefit pension adjustment
1,189
Total adjustment from change in Ownership
(5)
Total other comprehensive income/(loss), net
8,393
Accumulated other comprehensive income as at December 31, 2020
6,940
Total net foreign currency translation adjustments
(1,720)
Total change in unrealized gains related to available-for-sale debt securities
1,965
Total defined benefit pension adjustment
1,572
Total reclassification adjustments
(7,350)
Total other comprehensive income/(loss), net
(5,533)
Accumulated other comprehensive income as at December 31, 2021
1,407
There is no income tax expense or benefit allocated
to other comprehensive income.
Note 33.Revenue
Nature of goods and services
The following is a description of the principal
activities – separated by reportable segment – from which the Group generates its revenue. For more detailed information about
reportable segments, see note 39 - Segment information and geographic data.
-
IoT Segment
The IoT segment of the Group principally generates
revenue from the sale of semiconductors secure chips. Although they may be sold in connection with other services of the Group, they always
represent distinct performance obligations.
The Group recognizes revenue when a customer takes
possession of the chips, which usually occurs when the goods are delivered. Customers typically pay once goods are delivered.
-
mPKI Segment
The mPKI Segment of the Group generates revenues
from Digital Certificates, Software as a Service, Software license and Post-Contract Customer Support (PCS) for cybersecurity applications.
Products and services are sold principally separately, but may also be sold in bundled packages.
For bundled packages, the Group accounts for individual
products and services separately if they are distinct – i.e. if a product or service is separately identified from other items in
the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a
bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available
or estimated based on the Adjusted Market Assessment approach (e.g., licenses), or the Expected Cost-Plus Margin approach (e.g., PCS).
-
AI Segment
The AI Segment of the Group generates revenues
from providing benefits of artificial intelligence to enterprise customers globally through knowledge automation. The company uses modern
technologies such as inference and machine learning in order to automatically operate the entire IT stack – from heterogeneous environments
to individual applications. Products and services are sold principally separately, but may also be sold in bundled packages.
For bundled packages, the Group accounts for individual
products and services separately if they are distinct – i.e., if a product or service is separately identified from other items in
the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a
bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available
or estimated based on the Adjusted Market Assessment approach (e.g., licenses), the revenue can be recognized upon completion of the
set-up (e.g., installation of software) or a specific period of time (e.g., maintenance and support).
F-49
Product and services
Nature, timing of satisfaction of performance obligations and significant payment terms
Certificates
The
Group recognizes revenue on a straight-line basis over the validity period of the certificate, which is usually one to three years.
This period starts after the certificate has been issued by the Certificate Authority and may be used by the customer for
authentication and signature, by checking the certificate validity against the Root of Trust which is maintained by the Group on its
IT infrastructure. Customers pay for certificates when certificates are issued and invoiced. The excess of payments over recognized
revenue is shown as deferred revenue.
SaaS
The Group’s SaaS arrangement cover the provision of cloud-based certificate life-cycle-management solutions and signing and authentication solutions. The Group recognizes revenue on a straight-line basis over the service period which is usually yearly renewable. Customers usually pay ahead of quarterly or yearly service periods; the paid amounts which have not yet been recognized are shown as deferred revenue.
Software
The Group provides software for certificates life-cycle management and signing and authentication solutions. The Group recognizes license revenue when the software has been delivered and PCS revenue over the service period which is usually one-year renewable. Customers pay upon delivery of the software or over the PCS.
Implementation, integration and other services
The Group provides services to implement and integrate
multi-element cybersecurity solutions. Most of the time the solution elements are off-the-shelve non-customized components which represent
distinct performance obligations. Implementation and integration services are payable when rendered, while other revenue elements are
payable and recognized as per their specific description in this section.
WISeKey also provides hosting and monitoring of
infrastructure services which are distinct performance obligations and are paid and recognized over the service period.
Disaggregation of revenue
The following table shows the Group’s revenues
disaggregated by reportable segment and by product or service type:
Revenue - Schedule of Disaggregation of Revenue
Disaggregation of revenue
Typical payment
At one point
in time
Over time
Total
USD'000
2021
2020
2019
2021
2020
2019
2021
2020
2019
IoT Segment
Secure
chips
Upon
delivery
16,867
14,317
20,504
—
—
—
16,867
14,317
20,504
Total IoT segment revenue
16,867
14,317
20,504
—
—
—
16,867
14,317
20,504
mPKI Segment
Certificates
Upon issuance
—
—
—
153
175
172
153
175
172
Licenses and integration
Upon delivery
606
287
1,976
—
—
—
606
287
1,976
SaaS, PCS
and hosting
Quarterly
or yearly
—
—
—
20
—
—
20
—
—
Total mPKI segment revenue
606
287
1,976
173
175
172
779
462
2,148
AI Segment
SaaS, PCS
and hosting
Quarterly
or yearly
—
—
—
4,612
—
—
4,612
—
—
Total AI segment revenue
—
—
—
4,612
—
—
4,612
—
—
Total
Revenue
17,473
14,604
22,480
4,785
175
172
22,258
14,779
22,652
For the years ended December 31, 2021, 2020, and
2019 the Group recorded no revenues related to performance obligations satisfied in prior periods.
At One Point in Time
Over Time
F-50
The following table shows the Group’s revenues
disaggregated by geography, based on our customers’ billing addresses:
Revenue - Schedule of Disaggregation
of Revenue by Geographic Areas
Net sales by region
12 months ended December 31,
USD'000
2021
2020
2019
IoT Segment
Switzerland
406
278
708
Rest of EMEA
3,721
4,228
7,508
North America
10,631
8,217
9,547
Asia Pacific
2,062
1,526
2,503
Latin America
47
68
238
Total IoT segment revenue
16,867
14,317
20,504
mPKI Segment
Switzerland
596
314
1,428
Rest of EMEA
98
93
539
North America
58
43
144
Asia Pacific
—
—
1
Latin America
27
12
36
Total mPKI segment revenue
779
462
2,148
AI Segment
Switzerland
270
—
—
Rest of EMEA
3,883
—
—
North America
459
—
—
Total AI segment revenue
4,612
—
—
Total Net sales
22,258
14,779
22,652
Rest of EMEA
North America
Asia Pacific
Latin America
Contract assets, deferred revenue and contract
liability
Our contract assets, deferred revenue and contract
liability consist of:
Revenue - Schedule of Contract Assets,
Deferred Revenue and Contract Liability
As at December 31,
As at December 31,
USD'000
2021
2020
Trade accounts receivables
Trade accounts receivable - IoT segment
2,655
2,227
Trade accounts receivable - mPKI segment
164
381
Trade accounts receivable - AI segment
259
—
Total trade accounts receivables
3,078
2,608
Contract assets
—
—
Total contract assets
—
—
Contract liabilities - current
128
367
Contract liabilities - noncurrent
57
23
Total contract liabilities
185
390
Deferred revenue
Deferred revenue - mPKI segment
192
171
Deferred revenue - IoT segment
—
150
Deferred revenue - AI segment
395
—
Total deferred revenue
587
321
Revenue recognized in the period from amounts included in the deferred revenue of the mPKI and IoT segments at the beginning of the year
290
84
Increases or decreases in trade accounts receivable,
contract assets, deferred revenue and contract liability were primarily due to normal timing differences between our performance and customer
payments.
F-51
Remaining performance obligations
As of December 31, 2021, approximately USD 772,000
is expected to be recognized from remaining performance obligations for mPKI, IoT and AI contracts. We expect to recognize revenue for
these remaining performance obligations during the next two years approximately as follows:
Estimated revenue from remaining performance obligations
as at December 31, 2021 (USD'000)
Total
2022
615
2023
157
Total remaining performance obligation
772
Note 34.Other operating income
Other operating income
Other Operating Income - Schedule of Other Operating Income
12 months ended December 31,
USD'000
2021
2020
2019
Other operating income from related parties
71
43
140
Other operating income - other
112
—
40
Total other operating income
183
43
180
In the year 2021, other operating income from
related parties was made up of the amounts invoiced by WISeKey to the OISTE Foundation for the use of its premises and equipment (see
Note 42).
Note 35.Stock-based compensation
Employee stock option plans
The Stock Option Plan (“ESOP 1”) was
approved on December 31, 2007 by the stockholders of WISeKey SA, representing 2,632,500 options convertible into WISeKey SA shares with
an exercise price of CHF 0.01 per share.
The Stock Option Plan (“ESOP 2”) was
approved on December 31, 2011 by the stockholders of WISeKey SA, representing 16,698,300 options convertible into WISeKey SA shares
with an exercise price of CHF 0.01 per share.
At March 22, 2016 as part of the reverse acquisition
transaction, both ESOP plans in existence in WISeKey SA were transferred to WISeKey International Holding Ltd at the same terms, with
the share exchange term of 5:1 into WIHN Class B Shares.
Grants
In the 12 months to December 31, 2019, the Group
granted a total of 2,292,539 options exercisable in WIHN Class B Shares. Each option is exercisable into one Class B Share.
The options granted consisted of:
Employees
-
2,074,770 options with immediate vesting granted to employees and Board members, none of which had been
exercised as of December 31, 2019;
-
145,854 options with immediate vesting granted to employees and Board members, all of which had been exercised
as of December 31, 2019;
-
60,394 options with immediate vesting granted in exchange for WISeKey SA shares, all of which had been
exercised as of December 31, 2019; and
-
11,521 options with immediate vesting granted to an external advisor and which had not been exercised
as of December 31, 2019.
The options granted were valued at grant date
using the Black-Scholes model.
F-52
In the 12 months to December 31, 2020, the Group
granted a total of 467,617 options exercisable in WIHN Class B Shares. Each option is exercisable into one Class B Share.
The options granted consisted of:
-
279,017 options with immediate vesting granted to employees and Board members, none of which had been
exercised as of December 31, 2020;
-
5,381 options with immediate vesting granted to employees and Board members, all of which had been exercised
as of December 31, 2020;
-
16,667 options vesting on November 10, 2021 granted to employees;
-
16,666 options vesting on November 10, 2022 granted to employees;
-
33,334 options vesting on June 30, 2021 granted to employees;
-
33,333 options vesting on June 30, 2022 granted to employees;
-
33,333 options vesting on June 30, 2023 granted to employees;
-
16,323 options with immediate vesting granted in exchange for WISeKey SA shares, all of which had been
exercised as of December 31, 2020; and
-
33,563 options with immediate vesting granted to external advisors and which had not been exercised as
of December 31, 2020.
The options granted were valued at grant date
using the Black-Scholes model.
In the 12 months to December 31, 2021, the Group
granted a total of 2,029,821 options exercisable in WIHN Class B Shares. Each option is exercisable into one Class B Share.
The options exercisable in WIHN Class B Shares
granted consisted of:
-
1,883,544 options with immediate vesting granted to employees and Board members, none of which had been
exercised as of December 31, 2021;
-
16,714 options with immediate vesting granted to employees and Board members, all of which had been exercised
as of December 31, 2021;
-
33,000 options vesting on May 1, 2022 granted to employees;
-
33,000 options vesting on May 1, 2023 granted to employees;
-
34,000 options vesting on May 1, 2024 granted to employees;
-
23,042 options with immediate vesting granted to external advisors and which had not been exercised as
of December 31, 2021; and
-
6,521 options with immediate vesting granted to external advisors, all of which had been exercised as
of December 31, 2021.
In the 12 months to December 31, 2021, the Group
also granted a total of 9,818,000 options exercisable in WIHN Class A Shares with immediate vesting to employees and Board members, none
of which had been exercised as of December 31, 2021. Each option is exercisable into one Class A Share.
All options granted were valued at grant date
using the Black-Scholes model.
Stock option charge to the income statement
The Group calculates the fair value of options
granted by applying the Black-Scholes option pricing model, using the market price of a WIHN Class B Share. Expected volatility is based
on historical volatility of WIHN Class B Shares.
In the fiscal year 2021, a total charge of USD 3,783,314
was recognized in the consolidated income statement calculated by applying the Black-Scholes model at grant, in relation to options:
Nonemployees
-
USD 3,761,150 for options granted to employees and Board members; and
-
USD 22,164 for options granted to nonemployees.
F-53
The following assumptions were used to calculate
the compensation expense and the calculated fair value of stock options granted:
Stock-Based Compensation - Schedule
of Stock Options Valuation Assumptions
Assumption
December 31, 2021
December 31, 2020
December 31, 2019
Dividend yield
None
None
None
Risk-free interest rate used (average)
1.00%
1.00%
1.00%
Expected market price volatility
61.33 - 99.64%
37.61% - 65.38%
51.59% - 56.86%
Average remaining expected life of stock options on WIHN Class B Shares (years)
4.31
3.43
3.01
Average remaining expected life of stock options on WIHN Class A Shares (years)
3.40
n/a
n/a
Unvested options to employees as at December 31,
2021 were recognized prorata temporis over the service period (grant date to vesting date).
The following table illustrates the development
of the Group’s non-vested options for the years ended December 31, 2021 and 2020.
Stock-Based Compensation
- Schedule of Non-Vested Share Activity
Options on WIHN Class B Shares
Options on WIHN Class A Shares
Non-vested options
Number of shares under options
Weighted-average grant date fair value (USD)
Number of shares under options
Weighted-average grant date fair value (USD)
Non-vested options as at December 31, 2019
5,026
3.65
—
—
Granted
467,617
1.08
—
—
Vested
(339,310)
1.01
—
—
Non-vested forfeited or cancelled
—
—
—
—
Non-vested options as at December 31, 2020
133,333
1.20
—
—
Granted
2,029,821
0.95
9,818,000
0.19
Vested
(1,946,488)
0.98
(9,818,000)
0.19
Non-vested forfeited or cancelled
(100,000)
1.05
—
—
Non-vested options as at December 31, 2021
116,666
1.28
—
0.19
As at December 31, 2021, there was a USD 54,690
unrecognized compensation expense related to non-vested stock option-based compensation arrangements. Non-vested stock options outstanding
as at December 31, 2021 were accounted for using the graded-vesting method, as permitted under ASC 718-10-35-8, and we therefore recognized
compensation costs calculated using the Black-Scholes model and the market price of WIHN Class B Shares at grant date, over the requisite
service period.
The following tables summarize the Group’s
stock option activity for the years ended December 31, 2021 and 2020.
Stock-Based Compensation - Schedule
of Stock Option Activity
Options on WIHN Class B Shares
WIHN Class B Shares under options
Weighted-average exercise price
(USD)
Weighted average remaining contractual term
(in years)
Aggregate intrinsic value
(USD)
Outstanding as at December 31, 2019
2,843,115
0.99
5.19
3,693,941
Of which vested
2,838,089
1.00
5.19
3,682,672
Of which non-vested
5,026
—
—
—
Granted
467,617
1.48
—
—
Exercised or converted
(1,214,402)
1.57
—
2,046,219
Forfeited or cancelled
—
—
—
—
Expired
—
—
—
—
Outstanding as at December 31, 2020
2,096,330
1.48
4.44
554,377
Of which vested
1,962,997
1.57
4.31
329,716
Of which non-vested
133,333
—
—
—
Granted
2,029,821
0.15
—
—
Exercised or converted
(78,944)
0.05
—
61,125
Forfeited or cancelled
(112,000)
0.05
—
—
Expired
(123,563)
4.79
—
—
Outstanding as at December 31, 2021
3,811,644
0.71
5.28
2,468,898
Of which vested
3,694,978
0.69
5.25
2,455,994
Of which non-vested
116,666
—
—
—
F-54
Options on WIHN Class A Shares
WIHN Class A Shares under options
Weighted-average exercise price
(USD)
Weighted average remaining contractual term
(in years)
Aggregate intrinsic value
(USD)
Outstanding as at December 31, 2019
—
—
—
—
Granted
—
—
—
—
Outstanding as at December 31, 2020
—
—
—
—
Granted
9,818,000
0.01
—
—
Outstanding as at December 31, 2021
9,818,000
0.01
6.90
1,520,393
Of which vested
9,818,000
0.01
6.90
1,520,393
Summary of stock-based compensation expenses
Stock-Based Compensation - Schedule of Stock-Based
Compensation Expense
Stock-based compensation expenses
12 months ended December 31,
USD’000
2021
2020
2019
In relation to Employee Stock Option Plans (ESOP)
3,761
363
5,386
In relation to non-ESOP Option Agreements
22
30
28
Total
3,783
393
5,414
Stock-based compensation expenses are recorded under
the following expense categories in the income statement.
Research & Development Expenses
Selling & Marketing Expenses
General & Administrative Expenses
Stock-based compensation expenses
12 months ended December 31,
USD’000
2021
2020
2019
Research & development expenses
485
6
786
Selling & marketing expenses
820
209
1,269
General & administrative expenses
2,478
178
3,359
Total
3,783
393
5,414
F-55
Note 36.Non-operating income
Non-operating income consisted of the following:
Non-Operating Income - Schedule of
Non-Operating Income
12 months ended December 31,
USD'000
2021
2020
2019
Foreign exchange gain
2,955
839
1,761
Financial income
—
8
74
Interest income
9
16
—
Fair value adjustments on convertible loan with arago
5,553
—
—
Other
121
264
83
Total non-operating income
8,638
1,127
1,918
The fair value adjustments on convertible loan
with arago relates to the treatment of unrealized gain on the arago Third Convertible Loan upon acquisition of arago (see Note 11). In
line with ASC 320-10-40-2, upon acquiring arago on February 01, 2021 (see Note 15), the unrealized gain of CHF 6,546,964 (USD 7,349,602
at historical rate) from the fair value adjustments of the arago Third Convertible Loan recorded in other comprehensive income up to the
date of acquisition was reversed into other non-operating income (see Note 11). Additionally, the CHF 1.6 million (USD 1,796,155
at historical rate) cash paid for the acquisition of arago after the acquisition date was recorded as a deduction to other non-operating
income because this amount was already included in the fair value of the arago Third Convertible Loan. As a result, a net income of CHF 4,946,964
(USD 5,553,447 at historical rate) was recorded in non-operating income in relation to fair value adjustment on the Third Convertible
Loan.
Note 37.Non-operating expenses
Non-operating expenses consisted of the following:
Non-Operating
Expenses - Schedule of Non-Operating Expenses
12 months ended December 31,
USD'000
2021
2020
2019
Foreign exchange losses
2,893
2,195
2,401
Financial charges
202
104
341
Interest expense
1,431
685
643
Other components of defined benefit plans, net
(78
)
248
132
Impairment of equity securities at cost
—
7,000
—
Other
307
847
153
Total non-operating expenses
4,755
11,079
3,670
Non-operating expenses – Other include
a USD 300,050 expense for the fair value adjustment of the investment in OpenLimit as at December 31, 2021 (see Note 22).
Note 38.Income taxes
The components of income before income taxes are
as follows:
Income Taxes - Schedule of Components
of Income before Income Taxes
Income / (Loss)
12 months ended December 31,
USD'000
2021
2020
2019
Switzerland Switzerland
(14,756
)
(22,277
)
(19,179
)
Foreign Foreign
(9,431
)
(6,621
)
(3,838
)
Income/(loss) before income tax
(24,187
)
(28,898
)
(23,017
)
F-56
Income taxes relating to the Group are as follows:
Income Taxes - Schedule of Income Tax
Expense
Income taxes
12 months ended December 31,
USD'000
2021
2020
2019
Switzerland
—
—
(42
)
Foreign
(93
)
9
13
Less discontinued operations Less Discontinued Operations
—
—
42
Income tax expense / (income)
(93
)
9
13
Income tax at the Swiss statutory rate compared
to the Group’s income tax expenses as reported are as follows:
Income Taxes
- Schedule of Deferred Tax Assets and Liabilities at the Swiss Statutory Rate
Deferred income tax assets/(liabilities)
As at December 31,
As at December 31,
USD'000
2021
2020
Foreign
(2,900
)
3
Net
deferred income tax asset /(liability)
(2,900
)
3
Income tax at the Swiss statutory rate compared
to the Group’s income tax expenses as reported are as follows:
Income Taxes - Schedule of Income Tax
Expense at the Swiss Statutory Rate
12 months ended December 31,
USD'000
2021
2020
2019
Net income/(loss) from continuing operations before income tax
(24,187
)
(28,898
)
(23,017
)
Statutory tax rate
14
%
14
%
24
%
Expected income tax (expense)/recovery
3,384
4,043
5,524
Income tax (expense)/recovery
93
(9
)
(13
)
Change in valuation allowance
(24,710
)
(631
)
(2,129
)
Permanent Difference
(92
)
(1
)
0
Change in expiration of tax loss carryforwards
21,418
(3,411
)
(3,395
)
Income tax (expense) / recovery
93
(9
)
(13
)
The Group assesses the recoverability of its
deferred tax assets and, to the extent recoverability does not satisfy the “more likely than not” recognition criterion under
ASC 740, records a valuation allowance against its deferred tax assets. The Group considered its recent operating results and anticipated
future taxable income in assessing the need for its valuation allowance.
The Group’s deferred tax assets and liabilities
consist of the following:
Income Taxes - Schedule of Deferred
Tax Assets and Liabilities
Deferred tax assets and liabilities
As at December 31,
As at December 31,
As at December 31,
USD'000
2021
2020
2019
Stock-based compensation
92
1
—
Defined benefit accrual
748
1,089
1,100
Tax loss carry-forwards
36,859
12,655
11,264
Net deferred income tax liability
(2,900)
—
—
Deferred tax liability on change in unrealized gains related to available-for-sale debt securities
—
(753)
—
Valuation allowance
(37,699)
(12,989)
(12,358)
Deferred tax assets / (liabilities)
(2,900)
3
6
F-57
As of December 31, 2021, the Group’s operating
cumulated loss carry-forwards of all jurisdictions for its continuing operations are as follows:
Income Taxes - Schedule of Operating Loss Carryforward
Spain
France
UK
Germany
India
Saudi Arabia
Operating loss-carryforward as of December 31, 2021
USD'000
USA
Switzerland
Spain
France
UK
Germany
India
Saudi Arabia
Total
2022
—
6,920
209
4,849
32
8,977
—
24
21,011
2023
—
9,789
1,213
8,887
2
11,237
—
—
31,128
2024
—
5,671
1,244
—
1
11,128
—
—
18,044
2025
—
10,372
—
—
1
9,165
353
—
19,891
2026
—
6,181
—
—
2
7,958
271
—
14,412
2027
—
16,105
—
—
—
8,498
164
—
24,767
2028
91
25,920
—
—
—
6,407
90
—
32,508
2029
9
—
—
—
—
—
178
—
187
2030
2
—
23
—
—
—
—
—
25
2031
54
—
24
—
—
—
—
—
78
2032
89
—
70
—
—
—
—
—
159
2033
—
—
80
—
—
—
—
—
80
2034
—
—
91
—
—
—
—
—
91
2035
829
—
187
—
—
—
—
—
1,016
2036
1,932
—
104
—
—
—
—
—
2,036
2037
1,584
—
165
—
—
—
—
—
1,749
2038
3,186
—
—
—
—
—
—
—
3,186
2039
5,441
—
—
—
—
—
—
—
5,441
2040
90
—
—
—
—
—
—
—
90
2041
886
—
—
—
—
—
—
—
886
Total operating loss carry-forwards / Year of expiration if applicable to jurisdiction
14,193
80,958
3,410
13,736
38
63,370
1,056
24
176,785
The following tax years remain subject to examination:
Income Taxes - Summary of Income Tax Examinations
Significant jurisdictions
Open years
Switzerland
2016 - 2021
USA
2019 - 2021
France
2019 - 2021
Spain
2018 - 2021
Japan Japan
2017 - 2021
Taiwan Taiwan
2021
India
2021
Germany
2019 - 2021
UK
2016 - 2021
Arabia
2021
Vietnam
2021
As at December 31, 2021, WISeKey Semiconductors
SAS had recorded a USD 47,368 tax provision following a tax audit started in 2018 in relation to prior years. Although the final conclusions
have not yet been communicated formally, management believes that it is more probable than not that the entity will have to pay additional
taxes and has calculated the provision based on preliminary discussions with the tax authorities.
The Group has no unrecognized tax benefits.
F-58
Note 39.Segment information and geographic data
The Group has three segments: Internet of Things
(“IoT”, previously referred to as “Semiconductors”), Artificial Intelligence (“AI”) arising
from the acquisition of arago on February 01, 2021, and managed Public Key Infrastructure (“mPKI”, previously referred
to as “Others”). The Group’s chief operating decision maker, who is its Chief Executive Officer, reviews financial performance
according to these three segments (two in prior periods) for purposes of allocating resources and assessing budgets and performance.
The IoT segment encompasses the design, manufacturing,
sales and distribution of microprocessors operations. The AI segment encompasses the development, design, implementation and customization
of knowledge automation technology and processes, using AI. The mPKI segment includes all operations relating to the provision of secured
access keys, authentication, signing software, certificates and digital security applications.
12
months to December 31,
2021
2020
2019
USD'000
IoT
AI
mPKI
Total
IoT
mPKI
Total
IoT
mPKI
Total
Revenues from external
customers
16,867
4,612
779
22,258
14,317
462
14,779
20,504
2,148
22,652
Intersegment revenues
128
—
3,109
3,237
—
6,786
6,786
344
6,169
6,513
Interest revenue
1
—
54
55
8
59
67
36
38
74
Interest expense
30
537
976
1,543
12
707
718
29
695
724
Depreciation and
amortization
470
430
94
994
1,501
91
1,592
1,298
57
1,355
Segment
income /(loss) before income taxes
(1,302)
(6,283)
(16,448)
(24,033)
(2,038)
(26,537)
(28,575)
130
(22,837)
(22,707)
Profit / (loss)
from intersegment sales
6
—
148
154
—
323
323
16
294
310
Income tax recovery
/(expense)
—
106
(13)
93
—
(9)
(9)
—
(13)
(13)
Other significant
non cash items
Share-based compensation
expense
—
—
3,783
3,783
—
393
393
—
5,414
5,414
Gain/(loss) on derivative liability
—
—
—
—
—
44
44
—
214
214
Interest and amortization of
debt discount and expense
—
—
1,057
1,057
—
458
458
—
742
742
Segment
assets
11,377
10,552
109,445
131,374
11,031
40,327
51,358
15,794
29,919
45,713
12 months to December 31,
2021
2020
2019
USD'000
USD'000
USD'000
Revenue reconciliation
Total revenue for reportable segment
25,495
21,565
29,165
Elimination of intersegment revenue
(3,237
)
(6,786
)
(6,513
)
Total consolidated revenue
22,258
14,779
22,652
Loss reconciliation
Total profit / (loss) from reportable segments
(24,033
)
(28,575
)
(22,707
)
Elimination of intersegment profits
(154
)
(323
)
(310
)
Loss before income taxes
(24,187
)
(28,898
)
(23,017
)
As at December 31,
2021
2020
USD'000
USD'000
Asset reconciliation
Total assets from reportable segments
131,374
51,358
Elimination of intersegment receivables
(19,217
)
(10,515
)
Elimination of intersegment investment and goodwill
(23,352
)
12,038
Consolidated total assets
88,805
52,881
F-59
Revenue and property, plant and equipment
by geography
The following tables summarize geographic information
for net sales based on the billing address of the customer, and for property, plant and equipment.
Segment Information and Geographic
Data - Schedule of Revenue and Property, Plant and Equipment by Geography
Net sales by region
12 months ended December 31,
USD'000
2021
2020
2019
Switzerland
1,272
592
2,137
Rest of EMEA* Rest of EMEA
7,702
4,321
8,046
North America North America
11,148
8,260
9,691
Asia Pacific Asia Pacific
2,062
1,526
2,504
Latin
America Latin America
74
80
274
Total net sales
22,258
14,779
22,652
* EMEA means Europe, Middle East and Africa
Property, plant and equipment, net of depreciation, by region
As at December 31,
As at December 31,
USD'000
2021
2020
Switzerland
85
37
Rest of EMEA*
495
953
North America
1
1
Asia Pacific
6
9
Total Property, plant and equipment, net of depreciation
587
1,000
* EMEA means Europe, Middle East and Africa
Note 40.Earnings/(Loss) per share
The computation of basic and diluted net earnings/(loss)
per share for the Group is as follows:
Earnings/(Loss) Per Share - Schedule
of Earnings Per Shares, Basic and Diluted
12 months ended December 31,
Earnings / (loss) per share
2021
2020
2019
Net income / (loss) attributable to WISeKey International Holding AG (USD'000)
(20,340
)
(28,659
)
8,187
Effect of potentially dilutive instruments on net gain (USD'000)
N/A
N/A
335
Net income / (loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments (USD'000)
N/A
N/A
8,522
Shares used in net earnings / (loss) per share computation:
Weighted average shares outstanding - basic
71,642,457
42,785,300
36,079,000
Effect of potentially dilutive equivalent shares
N/A
N/A
1,399,458
Weighted average shares outstanding - diluted
N/A
N/A
37,478,458
Net earnings / (loss) per share
Basic weighted average loss per share attributable to WIHN (USD)
(0.28
)
(0.67
)
0.23
Diluted weighted average loss per share attributable to WIHN (USD)
(0.28
)
(0.67
)
0.23
F-60
For purposes of the diluted net loss per share
calculation, stock options, convertible instruments and warrants are considered potentially dilutive securities and are excluded from
the calculation of diluted net loss per share, because their effect would be anti-dilutive. Therefore, basic and diluted net loss per
share was the same for the year ended December 31, 2021 due to the Group’s net loss position.
The following table shows the number of stock
equivalents that were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.
Earnings/(Loss) Per Share - Schedule
of Anti-Dilutive Excluded from Computation
Dilutive vehicles with anti-dilutive effect
2021
2020
2019
Total
stock options Stock Options
3,171,936
1,333,434
—
Warrants Warrants
—
—
—
Total
convertible instruments Convertible Instruments
14,754,955
20,369,716
—
Total number of shares from dilutive vehicles with anti-dilutive effect
17,926,891
21,703,150
—
The following table shows the number of stock
equivalents that were included in the computation of diluted earnings per share:
Earnings/(Loss) Per Share - Schedule
of Dilutive Securities Included in the Computation of Earnings Per Share
Dilutive vehicles
2021
2020
2019
Total stock options
—
—
2,327,115
Warrants
—
—
—
Total convertible instruments
—
—
693,230
Total number of shares from dilutive vehicles
—
—
3,020,345
Note 41.Legal proceedings
We are currently not party to any legal proceedings
and claims that is not provided for in our financial statements.
F-61
Note 42.Related parties disclosure
Subsidiaries
The consolidated financial statements of the Group
include the entities listed in the following table:
Group
Company Name
Country
of incorporation
Year
of incorporation
Share
Capital
%
ownership
as at December 31, 2021
%
ownership
as at December 31, 2020
Nature
of business
WISeKey
SA
Switzerland
1999
CHF 933,436
95.75%
95.75%
Main
operating company. Sales and R&D services
WISeKey
Semiconductors SAS
France
2010
EUR 1,298,162
100.0%
100.0%
Chip
manufacturing, sales & distribution
WiseTrust
SA
Switzerland
1999
CHF 680,000
100.0%
100.0%
Non-operating
investment company
WISeKey
ELA SL
Spain
2006
EUR 4,000,000
100.0%
100.0%
Sales
& support
WISeKey
SAARC Ltd
U.K.
2016
GBP 100,000
51.0%
51.0%
Non
trading
WISeKey
USA Inc1
U.S.A
2006
USD 6,500
100%*
100%*
Sales
& support
WISeKey
India Private Ltd2
India
2016
INR 1,000,000
45.9%
45.9%
Sales
& support
WISeKey
IoT Japan KK
Japan
2017
JPY 1,000,000
100.0%
100.0%
Sales
& distribution
WISeKey
IoT Taiwan
Taiwan
2017
TWD 100,000
100.0%
100.0%
Sales
& distribution
WISeCoin
AG
Switzerland
2018
CHF 100,000
90.0%
90.0%
Sales
& distribution
WISeKey
Equities AG
Switzerland
2018
CHF 100,000
100.0%
100.0%
Financing,
Sales & distribution
WISeKey
Semiconductors GmbH
Germany
2019
EUR 25,000
100.0%
100.0%
Sales
& distribution
WISeKey
Arabia - Information Technology Ltd
Saudi
Arabia
2019
SAR 200,000.00
51.0%
51.0%
Sales
& distribution
TrusteCoin
AG3
Switzerland
2020
CHF 100,000
100.0%
51.0%
Sales
& distribution
arago
GmbH
Germany
1995
EUR 266,808
51.0%
n/a
Process
automation using AI, sales and support
arago
Da Vinci GmbH4
Germany
2007
EUR 25,000
51.0%
n/a
Sales
& support
arago
Technology Solutions Private Ltd4
India
2017
INR 100,000
51.0%
n/a
Sales
& support
arago
US Inc.4
U.S.A
2015
USD 25
51.0%
n/a
Sales
& support
WISeKey
Vietnam Ltd
Vietnam
2021
VND 689,400,000
95.75%
n/a
R&D
1 50% owned by WISeKey SA and 50% owned by WiseTrust SA
2 88% owned by WISeKey SAARC which is controlled by WISeKey International Holding AG
3 Formerly WiseAI AG, 100% owned by WISeKey International Holding AG from August 27, 2021
4 100% owned by arago GmbH
F-62
Related party transactions and balances
Receivables as at
Payables as at
Net expenses to
Net income from
Related Parties
December 31,
December 31,
December 31,
December 31,
in the year ended December 31,
in the year ended December 31,
(in USD'000)
2021
2020
2021
2020
2021
2020
2019
2021
2020
2019
1
Carlos Moreira
—
—
2,802
1,580
—
—
—
—
—
—
2
Philippe Doubre
—
—
—
—
179
86
114
—
—
—
3
David Fergusson
—
—
—
—
78
119
161
—
—
—
4
Eric Pellaton
—
—
—
—
92
42
—
—
—
—
5
Jean-Philippe Ladisa
—
—
—
—
68
61
—
—
—
—
6
Hans-Christian Boos
—
—
2,395
—
125
—
—
—
—
—
7
Juan Hernández Zayas
—
—
—
—
—
52
165
—
—
—
8
Thomas Hürlimann
—
—
—
—
—
—
63
—
—
—
9
Dourgam Kummer
—
14
—
—
—
—
52
—
—
—
10
Maryla Shingler-Bobbio
—
—
—
—
—
—
123
—
—
—
11
Roman Brunner
—
—
—
—
—
—
426
—
—
87
12
Anthony Nagel
—
—
—
—
—
—
5
—
—
58
13
Maria Pia Aqueveque Jabbaz
—
—
—
—
2
1
—
—
—
—
14
Philippe Gerwill
—
—
—
—
10
—
14
—
—
—
15
Geoffrey Lipman
—
—
—
—
8
—
14
—
—
—
16
Don Tapscott
—
—
—
—
—
8
—
—
—
—
17
Cristina Dolan
—
—
—
—
—
1
—
—
—
—
18
Wei Wang
—
—
—
—
—
—
—
—
—
10
19
OISTE
129
95
189
172
350
374
219
71
32
140
20
Indian Potash Limited
—
—
—
—
—
—
—
—
—
—
21
Terra Ventures Inc
—
—
33
33
—
—
—
—
—
—
22
Edmund Gibbons Limited
—
—
—
—
—
—
479
—
—
36
23
GSP Holdings Ltd
—
—
17
18
—
—
—
—
—
—
24
SAI LLC (SBT Ventures)
—
—
34
34
—
—
—
—
—
—
25
Related parties of Carlos Moreira
—
—
—
—
224
223
360
—
—
—
Total
129
109
5,470
1,837
1,136
968
2,195
71
32
331
1. Carlos Moreira is the Chairman of the Board
and CEO of WISeKey. A short-term payable in an amount of CHF 2,555,032.97 (USD 2,802,171) to Carlos Moreira was outstanding
as at December 31, 2021, made up of accrued salary and bonus.
2. Philippe Doubre is a Board member of the Group,
and member of the Group’s nomination & compensation committee, as well as a shareholder. The expenses recorded in the income
statement in the year to December 31, 2021 relate to his Board fee and compensation for additional services to WISeKey during the year.
3. David Fergusson is a Board member of the Group,
and member of the Group’s audit committee and nomination & compensation committee, as well as a shareholder. The expenses recorded
in the income statement in the year to December 31, 2021 relate to his Board fee.
4. Eric Pellaton is a Board member of the Group,
and member of the Group’s nomination & compensation committee, as well as a shareholder. The expenses recorded in the income
statement in the year to December 31, 2021 relate to his Board fee.
5. Jean-Philippe Ladisa is a Board member of the
Group, and member of the Group’s audit committee. The expenses recorded in the income statement in the year to December 31, 2021
relate to his Board fee.
F-63
6. Hans-Christian Boos is the managing director
of arago GmbH and a minority shareholder of arago GmbH through two personal companies. One of his wholly-owned personal companies, Aquilon
Invest GmbH entered into a loan agreement with arago GmbH for an amount of EUR 1,918,047 prior to the acquisition of arago by WISeKey.
The loan bears interest at a rate of 6% per annum. As at December 31, 2021, the balance of the loan and accrued interests due by arago
GmbH to Hans- Christian Boos as ultimate beneficiary was EUR 2,105,407 (USD 2,395,219). In the 11 months to December 31, 2021
since the acquisition of arago, an interest charge of EUR 105,895 (USD 125,312) was recorded in the consolidated income statement
of WISeKey.
In view of the acquisition of a controlling interest
in arago, the Company entered into the “arago Third Convertible Loan Agreement” on November 18, 2020 with arago GmbH and its
shareholders, Aquilon Invest GmbH and OGARA GmbH both wholly owned by Hans-Christian Boos, whereby WISeKey intended to acquire 51% of
arago’s fully diluted share capital against (i) an investment of CHF 5 million, and (ii) a guarantee on arago’s existing indebtedness.
The arago Third Convertible Loan Agreement documents the intention of the Company to extend a “Put Option” to Aquilon Invest
GmbH and OGARA GmbH for the remaining 49% share capital of arago in exchange for 12,327,506 WIHN Class B Shares. The shares have been
reserved in the Company’s authorized share capital.
On April 29, 2021, WISeKey entered into an “Equity
Financing Mechanism”, as amended on July 28, 2021 and January 24, 2022, with arago GmbH and Mr. Boos whereby the parties agree that
the Company will finance the operations of arago. Under the Equity Financing Mechanism, should arago or its minority shareholders not
be able to repay the amounts loaned by WISeKey, the Company will have the right to request that (1) arago’s shareholder Hans-Christian
Boos’ right to receive 12,327,506 WIHN Class B Shares upon exercise of the Put Option held by Aquilon Invest GmbH and OGARA GmbH
will be reduced by such number of WIHN Class B Shares as corresponds to the quotient of (i) the Equity Financing Mechanism amount due
to WISeKey, converted into Swiss francs, divided by (ii) a Conversion Price based on the market price of a WIHN Class B Share at the relevant
period; and (2) Mr. Boos, through his companies, Aquilon Invest GmbH and OGARA GmbH, will transfer to WISeKey shares in arago GmbH in
the same proportion as the reduction in the Put Option right.
As at December 2021, Mr. Boos, through Aquilon
Invest GmbH and OGARA GmbH, had not exercised the Put Option and WISeKey had not exercised its right to convert the amounts loaned to
arago into arago shares and a reduction of the Put option.
7. Juan Hernandez-Zayas is a former Board member
of the Group.
8. Thomas Hürlimann is a former Board member
of the Group.
9. Dourgam Kummer is a former Board member of
the Group.
10. Maryla Shingler Bobbio is a former Board member
of the Group, and former member of the Group’s audit committee and nomination & compensation committee.
11. Roman Brunner is the former Chief Revenue
Officer of the Group.
12. Anthony Nagel is the former Chief Operations
Officer of the QuoVadis Group which WISeKey divested in 2019.
13. Maria Pia Aqueveque Jabbaz is a member of
the Group’s advisory committee. The expenses recorded in the income statement in the year to December 31, 2021 relate
to her advisory committee fee.
14. Philipp Gerwill is a member of the Group’s
advisory committee. The expenses recorded in the income statement in the year to December 31, 2021 relate to his advisory committee
fee.
15. Geoffrey Lipman is a member of the Group’s
advisory committee. The expenses recorded in the income statement in the year to December 31, 2021 relate to his advisory committee
fee.
16. Don Tapscott is a member of the Group’s
advisory committee, and cofounder of The Tapscott Group Inc. The Blockchain Research Institute (the “BRI”) is a division
of The Tapscott Group Inc. On December 20, 2018 WISeKey and the BRI entered into an agreement to establish BlockChain Centers of Excellence
and promote BlockChain technology worldwide.
17. Cristina Dolan is a former member of the Group’s
advisory committee.
F-64
18. Wei Wang is a former member of the Group’s
advisory committee.
19. The Organisation Internationale pour la Sécurité
des Transactions Electroniques (“OISTE”) is a Swiss non-profit making foundation that owns a cryptographic rootkey.
In 2001 WISeKey SA entered into a contract with OISTE to operate and maintain the global trust infrastructures of OISTE. In line with
the contract, WISeKey pays a regular fee to OISTE for the use of its cryptographic rootkey. Two members of the Board of Directors of WISeKey
are also members of the Counsel of the Foundation which gives rise to the related party situation.
OISTE is also the minority shareholder in WISeCoin
AG with a 10% ownership.
The receivable from OISTE as at December 31, 2021
and income recorded in the income statement in the year to December 31, 2021 relate to the facilities and personnel hosted by WISeKey
SA on behalf of OISTE. In the year 2021, WISeKey SA invoiced OISTE CHF 64,546 (USD 70,626).
The payable to OISTE as at December 31, 2021 and
expenses relating to OISTE recognized in 2021 are made up of license and royalty fees for the year 2021 under the contract agreement with
WISeKey SA.
20. Indian Potash Limited has a 10% shareholding
in WISeKey India Private Ltd.
21. Terra Ventures Inc has a 49% shareholding
in WISeKey SAARC Ltd. Terra Ventures granted a GBP 24,507 loan to WISeKey SAARC Ltd on January 24, 2017. The loan is non-interest bearing
and has no set repayment date.
22. Edmund Gibbons Limited had a 49% shareholding
in QuoVadis Services Ltd which was 51% owned by WISeKey until the divestiture of the QuoVadis Group in 2019.
23. GSP Holdings Ltd is a former shareholder in
WISeKey SAARC Ltd. GSP Holdings Ltd granted a GBP 12,500 loan to WISeKey SAARC Ltd on February 02, 2017. The loan is non-interest bearing
and has no set repayment date.
24. SAI LLC, doing business as SBT Ventures, is
a former shareholder in WISeKey SAARC Ltd. SAI LLC granted a GBP 25,000 loan to WISeKey SAARC Ltd on January 25, 2017. The loan is non-interest
bearing and has no set repayment date.
25. Two immediate family members of Carlos Moreira
are employed by WISeKey SA. In line with ASC 850-10-50-5, transactions involving related parties cannot be presumed to be carried
out on an arm’s-length basis. The aggregate employment remuneration of these two immediate family members amounted to CHF 205,114
(USD 24,435) recorded in the income statement in 2021.
Note 43.Subsequent events
L1 Facility
On March 1, 2022, WISeKey and L1 entered into
the L1 Second Amendment, pursuant to which WISeKey has the right to request L1 to subscribe for five L1 Additional Accelerated Tranches
for a total aggregate amount of up to USD 5 million, at the date and time determined by WISeKey during the commitment period, subject
to certain conditions. The total aggregate amount of the L1 facility remains USD 22 million. The terms and conditions of the
L1 Additional Accelerated Tranches issued under the L1 Second Amendment remain the same as the terms and conditions of the L1 Facility
except for the conversion price which is that set under the L1 Second Amendment.
After December 31, 2021, WISeKey made one subscription
under the L1 Second Amendment for USD 1 million. The funds were received on March 07, 2022.
After December 31, 2021, L1 issued a total of
ten conversion notices, resulting in the aggregated conversion of USD 2,600,000 and the delivery of 4,569,997 WIHN Class B Shares.
Anson Facility
After December 31, 2021, Anson issued a total
of five conversion notices, resulting in the aggregated conversion of USD 3,250,000 and the delivery of 5,170,339 WIHN Class B Shares.
F-65
Options granted under WISeKey ESOP
After December 31, 2021, a total of 10,805 options
were granted under the Group’s ESOP.
Share Purchase and Transfer Agreement in
relation to the arago Group
On March 14, 2022, the Group signed a Share Purchase
and Transfer Agreement to sell its 51% ownership in arago and its affiliates to OGARA GmbH, with Neutrino Energy Property GmbH & Co.
acting as “Buyer Guarantor”. The sale is expected to be completed in the second quarter of 2022. The group subsidiaries making
up the arago Group in scope for the sale are arago GmbH, arago Da Vinci GmbH, arago Technology Solutions Private Ltd, and arago US Inc.
The completion of the sale is conditional on the consideration being transferred to WISeKey and the shares owned by the Group being transferred
to OGARA.
Note 44.Business Update Related to COVID-19
In March 2020, the World Health Organization declared
the Coronavirus (COVID-19) a pandemic. The outbreak spread quickly around the world, including in every geography in which the Company
operates. The pandemic has created uncertainty around the impact of the global economy and has resulted in impacts to the financial markets
and asset values. Governments implemented various restrictions around the world, including closure of non-essential businesses, travel,
shelter-in-place requirements for citizens and other restrictions.
The Company took a number of precautionary steps
to safeguard its businesses and colleagues from COVID-19, including implementing travel restrictions, working from home arrangements and
flexible work policies. Through the end of the first half of the year, the majority of the Company’s colleagues continued working
either fully or partially in a remote work environment, with virtually no disruption to the Company as a whole and its ability to serve
clients. The Company started to return to offices around the world, in line with the guidelines and orders issued by national, state and
local governments, implementing a phased approach in its main offices in Switzerland and in France. We continue to prioritize the safety
and well-being of our colleagues during this time.
The Company’s major production centers,
located in Taiwan and Vietnam, were quick to implement controls and safeguards around their processes that enabled us to continue delivering
products with minimal interruption to our clients. At the end of the second quarter, we started to see the first impact of the pandemic
upon our activities with certain clients reducing or delaying their orders. At this stage, the impact upon the Company has been limited
and we remain confident that we will be able to fulfil all current client orders.
The Company retains a strong liquidity position
and believes that it has sufficient cash reserves to support the entity for the foreseeable future (see note 2 for further details.) The
Company continues to review its costs and suspended its share buy-back programs in order to reduce the cash burn. The Company has applied
for, and received, support under the schemes announced by the Swiss government and is applying for similar support under the schemes announced
by the French government. Currently the Company remains able to meet its commitments and does not foresee any significant challenges in
the near future. The Company currently does not anticipate any material impact on its liquidity position and outlook.
At this stage it remains impossible to predict
the extent of the impact of the COVID-19 pandemic as this will depend on numerous evolving factors and future developments that the Company
is not able to predict.
F-66
EX-2.5
2
e621435_ex2-5.htm
Exhibit 2.5
DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
As of December 31, 2021 WISeKey International
Holding AG (“WISeKey,” “we,” “us,” and “our”) had the following series of securities registered
pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading
Symbols
Name of each exchange and on which registered
American Depositary Shares, each representing five
Class B Shares, par value CHF 0.05 per share
Class B Shares, par value CHF 0.05
per share*
WKEY
The Nasdaq Stock Market LLC
__________________________
* Not for trading, but only in connection with the registration
of the American Depositary Shares.
Our American Depositary Shares (“ADSs”),
each representing five (5) Class B Shares of WISeKey, par value CHF 0.05 per share (the “Class B Shares”), have been available
in the United States through an American Depositary Share (“ADS”) program established pursuant to the deposit agreement (“Deposit
Agreement”) that we entered into with Bank of New York Mellon, as depositary (the “Depositary”). Our ADSs have been
listed on the Nasdaq Stock Market LLC (“NASDAQ”) since December 2019 and are traded under the symbol “WKEY.” Our
Class B Shares are listed in Switzerland on the SIX Swiss Exchange Ltd (“SIX”). In connection with this listing (but not for
trading), the Class B Shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the rights
of (i) the holders of Class B Shares and (ii) the holders of ADSs. Class B Shares underlying the ADSs are held by the Depositary, and
holders of ADSs will not be treated as holders of Class B Shares.
We have further issued registered shares with
a par value of CHF 0.01 each (“Class A Shares”). Class A Shares have a par value (CHF 0.01 per share) that is five times lower
than the par value of Class B Shares (CHF 0.05 per share). While dividends and other distributions are made proportionally to the par
value of the respective shares, each Class A Share and each Class B Share carries one vote at a general meeting of shareholders, irrespective
of the difference in par value of Class A Shares and Class B Shares. Class A Shares are not registered under Section 12(b) of the Exchange
Act.
The following summary is subject to and qualified
in its entirety by our Articles of Association (the “Articles”) and by Swiss laws and regulations. This is not a summary of
all the significant provisions of the Articles or of Swiss laws and regulations and does not purport to be complete. Capitalized terms
used but not defined herein have the meanings given to them in WISeKey’s annual report on Form 20-F for the fiscal year ended December
31, 2021 and in the Deposit Agreement, which is an exhibit to our registration statement on Form 20-F filed with the SEC on November 8,
2019.
CLASS B SHARES
Item 9. General
9.A.3 Pre-emptive rights
Pursuant to the Swiss Code
of obligations (the "CO"), shareholders have pre-emptive rights (Bezugsrechte) to subscribe for new issuances of shares
in an amount proportional to the nominal value of the shares they already hold. With respect to conditional capital in connection with
the issuance of conversion rights, convertible bonds or similar debt instruments, shareholders have advance subscription rights (Vorwegzeichnungsrechte)
for the subscription of conversion rights, convertible bonds or similar debt instruments in an amount proportional to the nominal value
of the shares they hold.
If pre-emptive rights are
granted, but not exercised, our board of directors may allocate the pre-emptive rights as it elects, subject to the particulars of the
relevant shareholders' resolution or board resolution.
Pre-emptive rights, if not
excluded (as further described below), are transferable during the subscription period relating to a particular offering of shares. Depending
on the particulars of the offering, the pre-emptive rights may be tradable on the SIX. US holders of shares, or US holders of ADSs, may
not be able to exercise the pre-emptive rights attached to the shares or to the shares underlying their ADSs unless a registration statement
under the US Securities Act of 1933, as amended (the “Securities Act”), is effective with respect to such rights and the related
shares, or an exemption from this registration requirement is available. If pre-emptive rights could not be exercised by an ADS holder,
the depositary would, if possible, sell the holder’s pre-emptive rights and distribute the net proceeds of the sale to the holder.
If the Depositary determines, in its discretion, that the rights could not be sold, the Depositary might allow such rights to lapse.
The general meeting of shareholders
may resolve to withdraw or limit pre-emptive rights in certain limited circumstances for valid reasons. The relevant majority for such
approval is two-thirds of the shares represented and the absolute majority of the par value of the shares represented.
With respect to our authorized
share capital, our board of directors is authorized by our Articles to withdraw or to limit the pre-emptive rights of shareholders, and
to allocate them to third parties or to us, in the event that the newly issued shares are used for the purpose of:
·
issuing new shares if the issue price of the new shares is determined by reference to the market price;
·
the acquisition of an enterprise, parts of an enterprise or participations or for new investment projects
or for purposes of financing or refinancing any such transactions;
·
broadening the shareholder constituency in certain financial or investor markets or in connection with
the listing of new shares on domestic or foreign stock exchanges;
·
national and international offerings of shares for the purpose of increasing the free float or to meet
applicable listing requirements;
·
the participation of strategic partners;
·
an over-allotment option ("greenshoe") being granted to one or more financial institutions in
connection with an offering of shares;
·
the participation of directors, officers, employees, contractors, consultants of, or other persons providing
services to the Company or a group company; or
·
raising capital in a fast and flexible manner which could only be achieved with great difficulty without
exclusion of the preemptive rights of the existing shareholders.
Under our Articles of Association
as at December 31, 2021, our authorized share capital relates to 18,469,207 Class B Shares. Our current authority to issue shares out
of the authorized share capital will expire on May 25, 2023. A renewal of our authority under the authorized share capital requires approval
by our shareholders at our 2022 annual general meeting or at an extraordinary general meeting. The relevant majority for such approval
is two-thirds of the shares represented and the absolute majority of the par value of the shares represented.
9.A.5 Type and class of securities
The Class B Shares are registered
shares with a par value of CHF 0.05 each. Our Class B Shares have been trading under the symbol "WIHN" on the SIX since March
2016. As of December 31, 2021, we had 88,120,0541
Class B Shares issued, 80,918,390 of which were outstanding. All Class B Shares, except for the Class B Shares held by our affiliates
and certain Class B Shares sold in private placement transactions in the U.S. exempt from registration under the Securities Act, are freely
transferrable in the U.S. The Company estimates that (as of December 31, 2021) the total number of Class B Shares held by affiliates together
with privately placed Class B Shares that remain subject to resale restrictions in the U.S. is approximately 1,261,911 Class B Shares.
None of the Class B Shares are subject to lock-up agreements.
1
Between April 15, 2021 and December 31, 2021, an aggregate number of 529,330 Class B Shares has been issued out of the Company's
conditional share capital but has not been recorded in the Articles and the commercial register of the Canton of Zug, Switzerland, as
at December 31, 2021. These 529,330 Class B Shares are not included in the total of shares issued and outstanding.
The Class B Shares are fully
paid-up. Except for 88,370 Class B Shares, which have been issued in certificated form and not been dematerialized hereof, the Class B
Shares have been issued in uncertificated form in accordance with article 973c of the CO as uncertificated securities (Wertrechte),
which have been entered into the main register of the SIX SIS Ltd (“SIS”) and constitute intermediated securities within the
meaning of the FISA. In accordance with article 973c of the CO, we maintain a register of uncertificated securities (Wertrechtebuch).
So long as our shares constitute
intermediated securities within the meaning of the FISA, the person deemed to be the holder of any share will be the person holding such
share in a securities account in his, her or its own name or, in the case of intermediaries, the intermediary holding such share in a
securities account that is in his, her or its name. No share certificates will be issued, and share certificates will not be available
for individual physical delivery. A shareholder may, however, at any time request us to deliver an attestation of the number of shares
held by him, her or it, as reflected in the share register.
So long as our shares constitute
intermediated securities within the meaning of the FISA, shares may be transferred by crediting the relevant transferred shares to a securities
account of the transferee or as otherwise permitted under applicable law. Class B Shares traded on the SIX will settle and clear through
SIS.
Item 9.A.6. Limitations or qualifications
Not applicable.
Item 9.A.7. Other rights
Not applicable.
Item 10.B Memorandum and articles of association
10.B.3 Shareholder rights
Voting Right
Each Class B Share carries
one vote at a general meeting of shareholders. Voting rights may be exercised by registered shareholders or by a duly appointed proxy
of a registered shareholder or nominee, which proxy need not be a shareholder, up to a specific qualifying day before the relevant general
meeting (the "Record Date") designated by the board of directors. The Articles do not limit the number of shares that may be
voted by a single shareholder.
Voting Requirements
Shareholder resolutions and
elections (including elections of members of the board of directors) require the affirmative vote of an absolute majority of the votes
represented (in person or by proxy) at a general meeting of shareholders, unless otherwise stipulated by law or our Articles. The following
matters require approval by a majority of the par value of the shares present or represented at the general meeting:
·
electing our auditor;
·
appointing an expert to audit our business management or parts thereof;
·
adopting any resolution regarding the instigation of a special investigation; and
·
adopting any resolution regarding the initiation of a derivative liability action.
Under Swiss corporate law
and our Articles, approval by two-thirds of the shares present or represented at the meeting, and by the absolute majority of the par
value of the shares present or represented is required for:
·
amending our corporate purpose;
·
creating or cancelling shares with preference rights;
·
restricting the transferability of registered shares;
·
restricting the exercise of the right to vote or the cancellation thereof;
·
creating authorized or conditional share capital;
·
increasing the share capital out of equity, against contributions in kind or for the purpose of acquiring
specific assets and granting specific benefits;
·
limiting or withdrawing shareholder's pre-emptive rights;
·
relocating our registered office;
·
our dissolution or liquidation; and
·
transactions among corporations based on Switzerland's Federal Act on Mergers, Demergers, Transformations
and the Transfer of Assets of 2003, as amended (the "Swiss Merger Act") including a merger, demerger or conversion of a corporation.
In accordance with Swiss law
and generally accepted business practices, our Articles do not provide attendance quorum requirements generally applicable to general
meetings of shareholders.
Dividends and Other Distributions
We have never declared or
paid cash dividends to our shareholders and we do not intend to pay cash dividends in the foreseeable future. However, on July 9, 2019,
we commenced a public share repurchase program, whereby repurchase shares will be used for potential acquisitions and/or other future
M&A transactions. On February 3, 2020, we expanded our share repurchase program to include our ADSs. Shares and ADSs repurchased under
our repurchase program may be used as consideration in future potential M&A transactions and for (1) our existing employee share incentive
program, (2) convertible loans entered into by us, and (3) on demand equity lines available to us. Otherwise, we currently intend to reinvest
any earnings in developing and expanding our business. Any future determination relating to our dividend policy will be at the discretion
of our board of directors.
Our board of directors may
propose to shareholders that a dividend or other distribution be paid but cannot itself authorize the distribution. Under our Articles,
dividend payments require a resolution passed by an absolute majority of the votes present or represented at a general meeting of shareholders.
In addition, our auditor must confirm that the dividend proposal of our board of directors relating to an appropriation of available earnings
conforms to Swiss statutory law and our Articles.
Under Swiss law, we may pay
dividends only if we have sufficient distributable profits brought forward from the previous business years, or if we have distributable
reserves, each as evidenced by our audited stand-alone financial statements prepared pursuant to Swiss statutory law, and after allocations
to reserves required by Swiss law and the Articles have been deducted. We are not permitted to pay interim dividends out of profit of
the current business year. Dividends and other distributions are made relative to nominal value of the shares.
Dividends paid on our shares
out of available earnings are subject to Swiss withholding tax. See Item 10.E. Taxation of WISeKey’s annual report on Form
20-F for the fiscal year ended December 31, 2021.
Distributions out of issued
share capital (i.e. the aggregate par value of our issued shares) may be made only by way of a share capital reduction. Such a capital
reduction requires a resolution passed by an absolute majority of the shares present or represented at a general meeting of shareholders.
The resolution of the shareholders must be recorded in a public deed and a special audit report must confirm that claims of our creditors
remain fully covered despite the reduction in the share capital recorded in the commercial register. The share capital may be reduced
below CHF 100,000 only if and to the extent that at the same time the statutory minimum share capital of CHF 100,000 is reestablished
by sufficient new fully paid-up capital. Upon approval by the general meeting of shareholders of the capital reduction, the board of directors
must give public notice of the capital reduction resolution in the Swiss Official Gazette of Commerce three times and notify creditors
that they may request, within two months of the third publication, satisfaction of or security for their claims. The reduction of the
share capital may be implemented only after expiration of this time limit.
Distributable reserves are
booked either as "retained earnings" (Bilanzgewinn; Gewinnvortrag; freie Reserven) or as reserves from capital contributions
(Kapitaleinlagereserven). Under the CO, if our general reserves (allgemeine gesetzliche Reserven) amount to less than 20%
of our share capital recorded in the commercial register (i.e., 20% of the aggregate par value of our issued capital), then at least 5%
of our annual profit must be retained as general reserves. In addition, if our general reserves amount to less than 50% of our share capital,
10% of the amounts distributed beyond payment of a dividend of 5% must be retained as general reserves. The CO permits us to accrue additional
general reserves. Further, a purchase of our own shares (whether by us or a subsidiary) reduces the equity and thus the distributable
dividends in an amount corresponding to the purchase price of such own shares. Finally, the CO under certain circumstances requires the
creation of revaluation reserves which are not distributable.
Dividends are usually due
and payable shortly after the shareholders have passed a resolution approving the payment, but shareholders may also resolve at the annual
general meeting of shareholders to pay dividends in quarterly or other instalments. The Articles provide that dividends that have not
been claimed within five years after the due date become our property and are allocated to the general reserves. Dividends paid are subject
to Swiss withholding tax, all or part of which can potentially be reclaimed under the relevant tax rules in Switzerland or double taxation
treaties concluded between Switzerland and foreign countries. Distributions of cash or property that are based upon a capital reduction
or that are made out of statutory capital reserves (Kapitaleinlagereserve) are not subject to Swiss withholding tax.
Transfer of Shares
Our shares constitute intermediated
securities (Bucheffekten) based on uncertificated securities (Wertrechte) and entered into the main register of SIS or such
other custodian as the case may be. Any transfer of Shares is effected by a corresponding entry in the securities deposit account of a
bank or a depository institution. Shares cannot be transferred by way of assignment, nor can a security interest in any Shares be granted
by way of assignment.
Voting rights may be exercised
only after a shareholder has been entered in our share register (Aktienbuch) with his, her or its name and address (in the case
of legal entities, the registered office) as a shareholder with voting rights.
We maintain, through Computershare
Switzerland Ltd., a share register, in which the full name, address and nationality (in the case of legal entities, the company name and
registered office) of the shareholders and usufructuaries are recorded. A person entered into the share register must notify the share
registrar of any change in address. Until such notification occurs, all written communication from us to persons entered in the share
register is deemed to have been validly made if sent to the relevant address recorded in the share register.
Share Repurchase Program
On July 9, 2019, the Company
commenced a public repurchase program with respect to our shares, which on February 3, 2020 was expanded to also include ADSs. Shares
and ADSs repurchased under our repurchase program may be used as consideration in potential future M&A transactions and for (1) our
existing employee share incentive program, (2) convertible loans entered into by us and (3) on demand equity lines available to us. Our
share repurchase was approved by the Swiss Takeover Board under its notification procedure, will last up to 3 years, and allows us to
repurchase up to 3,682,848 Class B shares equivalent to 10% of the registered share capital of the Company at the relevant time.
Activity under the program
is monitored on a daily basis, with all transactions being published on our website in line with Swiss Law. Inspection of Books and Records
Under the CO, a shareholder
has a right to inspect our share register with respect to his, her or its own shares and otherwise to the extent necessary to exercise
his, her or its shareholder rights. No other person has a right to inspect our share register. Our books and correspondence may be inspected
with the express authorization of the general meeting of shareholders or by resolution of the board of directors and subject to the safeguarding
of our business secrets.
Special Investigation
If the shareholder inspection
rights as outlined above prove to be insufficient in the judgment of the shareholder, any shareholder may propose to the general meeting
of shareholders that specific facts be examined by a special auditor in a special investigation. If the general meeting of shareholders
approves the proposal, we or any shareholder may, within 30 calendar days after the general meeting of shareholders, request a court at
our registered office in Zug, Switzerland, to appoint a special auditor. If the general meeting of shareholders rejects the request, one
or more shareholders representing at least 10% of the share capital or holders of shares in an aggregate par value of at least CHF 2,000,000
may request that the court appoint a special auditor. The court will issue such an order if the petitioners can demonstrate that the board
of directors, any member of the board of directors or our executive management infringed the law or our Articles and thereby caused damages
to us or the shareholders. The costs of the investigation would generally be allocated to us and only in exceptional cases to the petitioners.
Repurchases of Shares and Purchases of Own Shares
The CO limits our right to
purchase and hold our own shares. We and our subsidiaries may purchase shares only if and to the extent that (1) we have freely distributable
reserves in the amount of the purchase price; and (2) the aggregate par value of all shares held by us does not exceed 10% of our share
capital. Pursuant to Swiss law, where shares are acquired in connection with a transfer restriction set out in the articles of association
of a company, the foregoing upper limit is 20%. We currently do not have any transfer restriction in our Articles. If we own shares that
exceed the threshold of 10% of our share capital, the excess must be sold or cancelled by means of a capital reduction.
Shares held by us or our subsidiaries
are not entitled to vote at the general meeting of shareholders but are entitled to the economic benefits applicable to the shares generally,
including dividends and pre-emptive rights in the case of share capital increases, unless resolved otherwise by the general meeting of
shareholders.
In addition, selective share
repurchases are only permitted under certain circumstances. Within these limitations, as is customary for Swiss corporations, we may purchase
and sell our own shares from time to time in order to meet our obligations under our equity plans, to meet imbalances of supply and demand,
to provide liquidity and to even out variances in the market price of shares.
10.B.4 Changes to shareholder rights
Ordinary Capital Increase, Authorized Share Capital and Conditional
Share Capital
Under Swiss law, we may increase
our share capital (Aktienkapital) with a resolution of the general meeting of shareholders (ordinary share capital increase) that
must be carried out by the board of directors within three months in order to become effective. Under our Articles of Association (the
"Articles"), in the case of subscription and increase against payment of contributions in cash, when shareholders' statutory
preemptive rights are safeguarded, a resolution passed by an absolute majority of the votes represented at the general meeting of shareholders
is required. In the case of subscription and increase against contributions in kind or to fund acquisitions in kind, when shareholders'
statutory preemptive rights are withdrawn or where transformation of reserves into share capital is involved, a resolution passed by two-thirds
of the shares represented at a general meeting of shareholders and the absolute majority of the par value of the shares represented is
required.
Furthermore, under the Swiss
Code of Obligations (the "CO"), our shareholders, by a resolution passed by two-thirds of the shares present or represented
at a general meeting of shareholders and the absolute majority of the par value of the shares present or represented, may authorize our
board of directors to issue shares of a specific aggregate par value up to a maximum of 50% of the share capital registered in the commercial
register in the form of:
·
conditional share capital (bedingtes Aktienkapital) for the purpose of issuing shares in connection
with, among other things, (1) option and conversion rights granted in connection with warrants and convertible bonds of ours or one of
our subsidiaries or (2) grants of rights to employees, members of our board of directors or consultants or our subsidiaries to subscribe
for new shares (conversion or option rights); or
·
authorized share capital (genehmigtes Kapital) to be utilized by our board of directors within
a period determined by the shareholders but not exceeding two years from the date of the shareholder approval.
Our Authorized Share Capital
Under our Articles in effect
as of December 31, 2021, our board of directors is authorized at any time until May 25, 2023, to increase our share capital by a maximum
aggregate amount of CHF 923,460.35 through the issuance of not more than 18,469,207 shares, which would have to be fully paid-in, with
a par value of CHF 0.05 each.
Increases in partial amounts
are permitted. Our board of directors has the power to determine the type of contributions, the issue price and the date on which the
dividend entitlement starts.
Our board of directors is
also authorized to withdraw or limit pre-emptive rights as described above. This authorization is exclusively linked to the particular
available authorized share capital set out in the respective article. If the period to increase the share capital lapses without having
been used by our board of directors, the authorization to withdraw or to limit the pre-emptive rights lapses simultaneously with such
capital.
Our Conditional Share Capital
Our conditional share capital
as registered with the commercial register of the Canton of Zug as at December 31, 2021 amounts to CHF 1,693,460.35[2],
corresponding to 31,469,207 new Class B Shares and 12,000,000 new Class A Shares, whereby CHF 1,258,460.35 of the conditional share capital
is available for the issuance of up to 25,169,207 Class B Shares in connection with rights granted to third parties or shareholders in
connection with Rights Bearing Obligations (as defined in art. 4b para. 1(a) of the Articles), CHF 315,000, corresponding to 6,300,000
Class B Shares, is available for the issuance of Class B Shares in connection with the issuance of Class B Shares or Rights-Bearing Obligations
granted to the members of the board of directors, members of the executive management, employees, consultants or other persons providing
services to us or another company of the Group (art. 4b para. 1 (b) of the Articles), and CHF 120,000, corresponding to 12,000,000
Class A Shares, is available for the issuance of Class A Shares in connection with the issuance of Class A Shares, options or related
subscription rights to the members of the Board of Directors of the Company and members of executive management of the Group (art. 4c
of the Articles).
10.B.6 Limitations
There are no limitations under
the Swiss CO or our Articles on the right of non-Swiss residents or nationals to own or vote shares other than the restrictions applicable
to all shareholders.
2
Between April 15, 2021 and December 31, 2021, an aggregate number of 529,330 Class B Shares has been issued out of the Company's
conditional share capital but has not been recorded in the Articles and the commercial register of the Canton of Zug, Switzerland, as
at December 31, 2021. These 529,330 Class B Shares are not included in the total of shares issued and outstanding.
10.B.7 Change in control
Compulsory Acquisitions; Appraisal Rights
Business combinations and
other transactions that are governed by the Swiss Merger Act, are binding on all shareholders. A statutory merger or demerger requires
approval of two-thirds of the shares represented at a general meeting of shareholders and the absolute majority of the par value of the
shares represented.
If a transaction under the
Swiss Merger Act receives all of the necessary consents, all shareholders are compelled to participate in such transaction.
Swiss corporations may be
acquired by an acquirer through the direct acquisition of shares. The Swiss Merger Act provides for the possibility of a so-called "cash-out"
or "squeeze-out" merger if the acquirer controls 90% of the outstanding shares. In these limited circumstances, minority shareholders
of the corporation being acquired may be compensated in a form other than through shares of the acquiring corporation (for instance, through
cash or securities of a parent corporation of the acquiring corporation or of another corporation).
For business combinations
effected in the form of a statutory merger or demerger and subject to Swiss law, the Swiss Merger Act provides that if equity rights have
not been adequately preserved or compensation payments in the transaction are unreasonable, a shareholder may request the competent court
to determine a reasonable amount of compensation. A decision issued by a competent court in this respect can be acted upon by any person
who has the same legal status as the claimant.
In addition, under Swiss law,
the sale of all or substantially all of our assets may be construed as a de facto dissolution of our company, and consequently
require the approval of two-thirds of the shares present or represented at a general meeting of shareholders and the absolute majority
of the par value of the shares present or represented. Whether a shareholder resolution is required depends on the particular transaction,
whereas the following circumstances are generally deemed relevant in this respect:
·
a core part of the company's business is sold without which it is economically impracticable or unreasonable
to continue to operate the remaining business;
·
the company's assets, after the divestment, are not invested in accordance with the company's statutory
business purpose; and
·
the proceeds of the divestment are not earmarked for reinvestment in accordance with the company's business
purpose but, instead, are intended for distribution to the company's shareholders or for financial investments unrelated to the company's
business.
A shareholder of a Swiss corporation
participating in certain corporate transactions governed by the Swiss Merger Act may, under certain circumstances, be entitled to appraisal
rights. As a result, such shareholder may, in addition to the consideration (be it in shares or in cash) receive an additional amount
to ensure that the shareholder receives the fair value of the shares held by the shareholder. Following a statutory merger or demerger,
pursuant to the Swiss Merger Act, shareholders can file an appraisal action against the surviving company. If the consideration is deemed
inadequate, the court will determine an adequate compensation payment.
10.B.8 Disclosure of shareholdings
Notification and Disclosure of Substantial Share Interests
Under the applicable
provisions of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of
2015, or the Financial Market Infrastructure Act ("FMIA"), as amended, persons who directly, indirectly or in concert with
other parties acquire or dispose of our shares, purchase rights or obligations relating to our shares (the "Purchase
Positions") or sale rights or obligations relating to our shares (the "Sale Positions"), and thereby, directly,
indirectly or in concert with other parties reach, exceed or fall below a threshold of 3%, 5%, 10%, 15%, 20%, 25%, 33 1/3%,
50% or 66 2/3% of our voting rights (whether exercisable or not) must notify us and the Disclosure Office of the SIX of such
acquisition or disposal in writing within four trading days. Within two trading days of the receipt of such notification, we must
publish such information via the SIX's electronic publishing platform. For purposes of calculating whether a threshold has been
reached or crossed, shares and Purchase Positions, on the one hand, and Sale Positions, on the other hand, may not be netted.
Rather, the shares and Purchase Positions and the Sale Positions must be accounted for separately and may each trigger disclosure
obligations if the respective positions reach, exceed or fall below one of the thresholds. In addition, actual share ownership must
be reported separately if it reaches, exceeds or falls below one of the thresholds.
Pursuant to Article 663c of
the CO, Swiss corporations whose shares are listed on a stock exchange must disclose their significant shareholders and their shareholdings
in the notes to their balance sheet, where this information is known or ought to be known. Significant shareholders are defined as shareholders
and groups of shareholders linked through voting rights who hold more than 5% of all voting rights.
Mandatory Bid Rules
Pursuant to the applicable
provisions of the FMIA, any person that acquires shares of a listed Swiss company, whether directly or indirectly or acting in concert
with third parties, which shares, when taken together with any other shares of such company held by such person (or such third parties),
exceed the threshold of 33 1/3% of the voting rights (whether exercisable or not) of such company, must make a takeover bid to acquire
all the other newly issued shares of such company. A company's articles of association may either eliminate this provision of the FMIA
or may raise the relevant threshold to 49% ("opting-out" or "opting-up", respectively).
We have an opting-out provision
in Article 6 para. 9 of our Articles. Accordingly, an acquirer of Shares is not obliged to make a public offer pursuant to article 135
and 163 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading.
The Swiss laws applicable
to Swiss corporations and their shareholders differ from laws applicable to U.S. corporations and their shareholders. The following table
summarizes significant differences in shareholder rights between the provisions of the CO and the Compensation Ordinance and the Delaware
General Corporation Law applicable to companies incorporated in Delaware and their shareholders. Please note that this is only a general
summary of certain provisions applicable to companies in Delaware. Certain Delaware companies may be permitted to exclude certain of the
provisions summarized below in their charter documents.
10.B.9 Differences in the law
DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Mergers and similar arrangements
Under the Delaware General Corporation Law, with certain exceptions, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction. The Delaware General Corporation Law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of each class of capital stock without a vote by the shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.
Under Swiss law, with certain exceptions, a merger or a division of the corporation or a sale of all or substantially all of the assets of a corporation must be approved by two-thirds of the shares represented at the relevant general meeting of shareholders as well as the absolute majority of the par value of the shares represented at such shareholders' meeting. A shareholder of a Swiss corporation participating in a statutory merger or demerger pursuant to the Swiss Merger Act can file an appraisal right lawsuit against the surviving company. As a result, if the consideration is deemed "inadequate," such shareholder may, in addition to the consideration (be it in shares or in cash) receive an additional amount to ensure that such shareholder receives the fair value of the shares held by such shareholder. Swiss law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of the voting rights without a vote by shareholders of such subsidiary, if the shareholders of the subsidiary are offered the payment of the fair value in cash as an alternative to shares.
Shareholders' suits
Class actions and derivative actions generally are available to shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys' fees incurred in connection with such action.
Class actions and derivative actions as such are not available under Swiss law. Nevertheless, certain actions may, to a limited extent, have a similar effect. An appraisal lawsuit won by a shareholder can be acted upon by any person who has the same legal status as the claimant. Also, a shareholder is entitled to bring suit against directors for breach of, among other things, their fiduciary duties and claim the payment of damages. However, unless the company is subject to bankruptcy proceedings, or if the relevant shareholder can demonstrate having suffered a loss in a personal capacity, a shareholder will only be allowed to ask for payment of damages to the corporation. Under Swiss law, the winning party is generally entitled to recover attorneys' fees incurred in connection with such action, provided, however, that the court has discretion to permit the shareholder whose claim has been dismissed to recover attorneys' fees incurred to the extent he acted in good faith.
Shareholder vote on board and management compensation
Under the Delaware General Corporation Law, the board of directors has the authority to fix the compensation of directors, unless otherwise restricted by the certificate of incorporation or bylaws.
Pursuant to the Swiss Ordinance against excessive compensation in listed stock corporations, the general meeting of shareholders has the non-transferable right, amongst others, to have a binding vote each year on the compensation due to the board of directors, executive management and advisory boards.
Annual vote on board renewal
Unless directors are elected
by written consent in lieu of an annual meeting, directors are elected in an annual meeting of stockholders on a date and at a time designated
by or in the manner provided in the bylaws. Re-election is possible.
Classified boards are permitted.
The general meeting of shareholders elects annually (i.e. for the period between two annual ordinary general meeting of shareholders) the members of the board of directors, the chairman of the board and the members of the compensation committee individually for a term of office of one year. Re-election is possible.
DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Indemnification of directors and executive management and limitation of liability
The Delaware General Corporation
Law provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of directors (but
not other controlling persons) of the corporation for monetary damages for breach of a fiduciary duty as a director, except no provision
in the certificate of incorporation may eliminate or limit the liability of a director for:
· any
breach of a director's duty of loyalty to the corporation or its shareholders;
· acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
· statutory
liability for unlawful payment of dividends or unlawful stock purchase or redemption; or
· any
transaction from which the director derived an improper personal benefit.
A Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party to any proceeding, other than an action by or on behalf
of the corporation, because the person is or was a director or officer, against liability incurred in connection with the proceeding if
the director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the
corporation; and the director or officer, with respect to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful.
Unless ordered by a court,
any foregoing indemnification is subject to a determination that the director or officer has met the applicable standard of conduct:
· by a majority vote of the directors who are not parties to the proceeding, even though less than a quorum;
· by
a committee of directors designated by a majority vote of the eligible directors, even though less than a quorum;
· by
independent legal counsel in a written opinion if there are no eligible directors, or if the eligible directors so direct; or
· by
the shareholders.
Moreover, a Delaware corporation
may not indemnify a director or officer in connection with any proceeding in which the director or officer has been adjudged to be liable
to the corporation unless and only to the extent that the court determines that, despite the adjudication of liability but in view of
all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for those expenses which the
court deems proper.
Under Swiss corporate law,
an indemnification of a director or member of the executive management in relation to potential personal liability is not effective to
the extent the director or member of the executive management intentionally or grossly negligently violated his or her corporate duties
towards the corporation. Most violations of corporate law are regarded as violations of duties towards the corporation rather than towards
the shareholders. In addition, indemnification of other controlling persons is generally not permitted under Swiss corporate law, including
shareholders of the corporation.
Nevertheless, a corporation
may enter into and pay for directors' and officers' liability insurance which typically covers negligent acts as well.
DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Directors' fiduciary duties
A director of a Delaware
corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components:
·
the duty of care; and
·
the duty of loyalty.
The duty of care requires
that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this
duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant
transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation.
He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that
the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling
shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed
basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption
may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by
a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
A director of a Swiss corporation
has a fiduciary duty to the corporation only. This duty has two components:
·
the duty of care; and
·
the duty of loyalty.
The duty of care requires
that a director act in good faith, with the care that an ordinarily prudent director would exercise under similar circumstances.
The duty of loyalty requires
that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position
for personal gain or advantage. This duty prohibits in principle self-dealing by a director and mandates that the best interest of the
corporation take precedence over any interest possessed by a director or officer.
The burden of proof for a
violation of these duties is with the corporation or with the shareholder bringing a suit against the director.
Directors also have an obligation
to treat shareholders that are in similar situations equally.
Shareholder action by written consent
A Delaware corporation may, in its certificate of incorporation, eliminate the right of shareholders to act by written consent.
Shareholders of a Swiss corporation may only exercise their voting rights in a general meeting of shareholders and may not act by written consents.
Shareholder proposals
A shareholder of a Delaware corporation has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of shareholders' rights: directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
At any general meeting of
shareholders any shareholder may put proposals to the meeting if the proposal is part of an agenda item. Unless the articles of association
provide for a lower threshold or for additional
· one
or several shareholders whose combined shareholdings represent the lower of (1) one tenth of the share capital or (2) an aggregate par
value of at least CHF 1,000,000, may ask that a general meeting of shareholders be called for specific agenda items and specific proposals;
and
· one
or several shareholders representing 10.0% of the share capital or CHF 1.0 million of nominal share capital may ask that an agenda item
including a specific proposal be put on the agenda for a regularly scheduled general meeting of shareholders, provided such request is
made with appropriate notice.
Any shareholder can propose
candidates for election as directors at an annual general meeting without prior written notice.
In addition, any shareholder
is entitled, at a general meeting of shareholders and without advance notice, to (1) request information from the Board on the affairs
of the company (note, however, that the right to obtain such information is limited), (2) request information from the auditors on the
methods and results of their audit, (3) request the holding of an extraordinary general meeting of shareholders and (4) request, under
certain circumstances and subject to certain conditions, a special audit.
DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Cumulative voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation's certificate of incorporation provides for it.
Cumulative voting would be permitted under Swiss corporate law; however, we are not aware of any company that has cumulative voting. An annual individual election of all members of the board of directors for a term of office of one year (i.e. until the end of the following annual general meeting) is mandatory for listed Swiss companies.
Removal of directors
A Delaware corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
A Swiss corporation may remove, with or without cause, any director at any time with a resolution passed by an absolute majority of the shares represented at a general meeting of shareholders. The articles of association may require the approval by a qualified majority of the shares represented at a meeting for the removal of a director.
Transactions with interested shareholders
The Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15.0% or more of the corporation's outstanding voting stock within the past three years.
No such specific rule applies to a Swiss corporation.
Dissolution; Winding up
Unless the board of directors of a Delaware corporation approves the proposal to dissolve, dissolution must be approved by shareholders holding 100.0% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.
A dissolution and winding up of a Swiss corporation requires the approval by two-thirds of the shares represented as well as the absolute majority of the par value of the shares represented at a general meeting of shareholders passing a resolution on such dissolution and winding up. The articles of association may increase the voting thresholds required for such a resolution.
Variation of rights of shares
A Delaware corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.
A Swiss corporation may modify the rights of a classes of shares with (1) a resolution passed by an absolute majority of the shares represented at the general meeting of shareholders and (2) a resolution passed by an absolute majority of the shares represented at the special meeting of the affected preferred shareholders. The issuance of shares that are granted more voting power requires the approval by two-thirds of the shares represented as well as the absolute majority of the par value of the shares represented at the relevant general meeting of shareholders.
DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Amendment of governing documents
A Delaware corporation's governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
The articles of association of a Swiss corporation may be amended with a resolution passed by an absolute majority of the shares represented at such meeting, unless otherwise provided in the articles of association. There are a number of resolutions, such as an amendment of the stated purpose of the corporation and the introduction of authorized and conditional capital, that require the approval by two-thirds of the votes and an absolute majority of the par value of the shares represented at a shareholders' meeting. The articles of association may increase the voting thresholds.
Inspection of books and records
Shareholders of a Delaware corporation, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation.
Shareholders of a Swiss corporation may only inspect books and records if the general meeting of shareholders or the board of directors approved such inspection and only if confidential information possessed by a corporation is protected. A shareholder is only entitled to receive information to the extent required to exercise such shareholders' rights, subject to the interests of the corporation. The right to inspect the share register is limited to the right to inspect that shareholder's own entry in the share register.
Payment of dividends
The board of directors may
approve a dividend without shareholder approval. Subject to any restrictions contained in its certificate of incorporation, the board
may declare and pay dividends upon the shares of its capital stock either:
· out
of its surplus; or
· in
case there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year.
Stockholder approval is required
to authorize capital stock in excess of that provided in the charter. Directors may issue authorized shares without stockholder approval.
Dividend payments are subject
to the approval of the general meeting of shareholders. The board of directors may propose to shareholders that a dividend shall be paid
but cannot itself authorize the distribution.
Payments out of the Company's
stated share capital (in other words, the aggregate par value of the Company's registered share capital) in the form of dividends are
not allowed; payments out of stated share capital may be made by way of a capital reduction only. Dividends may be paid only from the
profits brought forward from the previous business years or if the Company has distributable reserves, each as will be presented on the
Company's audited annual stand-alone financial statements. The dividend may be determined only after the allocations to reserves required
by the law and the articles of association have been made.
Creation and issuance of new shares
All creation of shares requires the board of directors to adopt a resolution or resolutions, pursuant to authority expressly vested in the board of directors by the provisions of the company's certificate of incorporation.
All creation of shares requires a shareholders' resolution. Authorized shares can be, once created by shareholder resolution, issued by the board of directors (subject to limitations of the authorization; the term of authorized share capital is at a maximum two years, and the amount of authorized share capital is capped at 50% of the share capital registered in the commercial register at the time the authorized share capital is adopted). Conditional share capital is the underlying for shares issued upon the exercise of options and conversion rights related to debt instruments issued by the board of directors or such rights issued to employees. The amount of conditional share capital is capped at 50% of the share capital registered in the commercial register at the time the conditional share capital is adopted.
DELAWARE CORPORATE LAW
SWISS CORPORATE LAW
Pre-emptive rights
Under the Delaware General
Corporate Law, no shareholder shall have any pre-emptive right to subscribe to an additional issue of shares or to any security convertible
into such shares unless, and except to the extent that, such right is expressly granted to such shareholder in the corporation’s
certificate of incorporation.
Under Swiss corporation law, shareholders have preemptive rights to subscribe for new issuances of shares in proportion to the respective par values of their holdings. Under certain circumstances, shareholders limit or withdraw, or authorize the board of directors to limit or withdraw, pre-emptive rights or advance subscription rights in certain circumstances. However, limitation or withdrawal of shareholders' pre-emptive rights can only be decided for valid reasons. Preventing a particular shareholder to exercise influence over the company is generally believed not to be a valid reason to limit or withdraw shareholders' pre-emptive rights.
10.B.10 Changes in capital
The requirements of the Articles
regarding changes in capital are not more stringent than the requirements of Swiss law.
AMERICAN DEPOSITARY SHARES
Item 12. Other securities
Disclosures under Items 12.A,
12.B, and 12.C are not applicable.
12.D. American Depositary Shares.
The Bank of New York Mellon,
as depositary, registers and delivers ADSs. Each ADS represents five (5) Class B Shares (or a right to receive five (5) Class B Shares)
deposited with Credit Suisse Group AG, as custodian for the depositary in Switzerland. Each ADS also represents any other securities,
cash or other property which may be held by the depositary. The depositary's corporate trust office at which the ADSs are administered
is located at 101 Barclay Street, New York, NY 10286. The depositary's
principal executive office is located at 225 Liberty Street, New York, New York 10286.
You may hold ADSs either (A)
directly (i) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of ADSs, registered
in your name, or (ii) by having ADSs registered in your name in the Direct Registration System, or (B) indirectly by holding a security
entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are a registered ADS holder, also
referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures
of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your
broker or financial institution to find out what those procedures are.
The Direct Registration System,
or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership
of uncertificated ADSs, which ownership is confirmed by periodic statements sent by the depositary to the registered holders of uncertificated
ADSs.
As an ADS holder, we do not
treat you as one of our shareholders and you do not have shareholder rights. Swiss law governs shareholder rights. The depositary is the
holder of Class B Shares underlying your ADSs. As a registered holder of ADSs, you have ADS holder rights. A deposit agreement among us,
the depositary and you, as an ADS holder, and all other persons indirectly holding ADSs sets out ADS holder rights as well as the rights
and obligations of the depositary. New York law governs the deposit agreement and the ADSs.
The following is a summary
of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement which
has been filed as an exhibit to this registration statement, and the form of ADR, attached thereto.
Dividends and Other Distributions
The depositary has agreed
to pay to ADS holders the cash dividends or other distributions it or the custodian receives on Class B Shares or other deposited securities,
after deducting its fees and expenses. You will receive these distributions in proportion to the number of Class B Shares your ADSs represent.
·
Cash. The depositary will convert any cash dividend or other cash distribution we pay on the Class
B Shares underlying the ADSs into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United
States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary
to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot
convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for
any interest
Before making a distribution,
any withholding taxes, or other governmental charges that must be paid will be deducted. See Item 10.E. Taxation of WISeKey’s
annual report on Form 20-F for the fiscal year ended December 31, 2021. It will distribute only whole U.S. dollars and cents and will
round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert
the foreign currency, you may lose some or all of the value of the distribution.
·
Distribution of Class B Shares. The depositary may distribute additional ADSs representing any
Class B shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will try to sell Class
B Shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the
depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new Class B Shares. The depositary may sell
a portion of the distributed Class B Shares sufficient to pay its fees and expenses in connection with that distribution.
·
Rights to Purchase Additional Class B Shares. If we offer holders of our securities any rights
to subscribe for additional shares or any other rights, the depositary may make these rights available to ADS holders. If the depositary
decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use
reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights
that are not distributed or sold to lapse. In that case, you will receive no value for them.
If the depositary makes rights
available to ADS holders, it will exercise the rights and purchase the shares on your behalf. The depositary will then deposit the Class
B Shares and deliver ADSs to the persons entitled to them. It will only exercise rights if you pay it the exercise price and any other
charges the rights require you to pay.
U.S. securities laws may restrict
transfers and cancellation of the ADSs represented by Class B Shares purchased upon exercise of rights. For example, you may not be able
to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same
terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.
·
Other Distributions. The depositary will send to ADS holders anything else we distribute on deposited
securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice.
It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to
hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required
to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make
that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses
in connection with that distribution.
The depositary is not responsible
if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register
ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution
of ADSs, Class B Shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our
Class B Shares or any value for them if it is illegal or impractical for us to make them available to you.
Deposit, Withdrawal and Cancellation
The depositary will deliver
ADSs if you or your broker deposit Class B Shares or evidence of rights to receive Class B Shares with the custodian. Upon payment of
its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the
appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made
the deposit.
You may surrender your ADSs
at the depositary's corporate trust office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or
stock transfer taxes or fees, the depositary will deliver the Class B shares and any other deposited securities underlying the ADSs to
the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary
will deliver the deposited securities at its corporate trust office, if feasible.
You may surrender your ADR
to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to
the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt
by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs
for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.
Voting Rights
ADS holders may instruct the
depositary to vote the number of deposited Class B Shares their ADSs represent. The depositary will provide notice to ADS holders of shareholders'
meetings and arrange to deliver our voting materials to them if we ask it to. Those materials will describe the matters to be voted on
and explain how ADS holders must instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by
a date set by the depositary.
Otherwise, you would not be
able to exercise your right to vote unless you withdraw Class B Shares. However, you may not know about the meeting enough in advance
to withdraw Class B Shares.
The depositary will try, as
far as practical, subject to the laws of Switzerland and of our Articles or similar documents, to vote or to have its agents vote Class
B Shares or other deposited securities as instructed by ADS holders.
If the depositary does not
receive your voting instructions in a timely manner you will nevertheless be treated as having instructed the depositary to give a discretionary
proxy to the independent proxy holder elected by the Company's shareholders to vote the Class B Shares represented by your ADSs. The depositary
will deliver such discretionary proxy only to the extent permitted by applicable law and if:
(i)
we instruct the depositary, and the depositary complies with such instruction, to disseminate the shareholders'
meetings materials,
(ii)
no voting instructions are received by the depositary from you by the deadline established by the depositary,
and
(iii)
we have timely delivered written confirmation to the depositary that:
a.
we wish a discretionary proxy to be given,
b.
we reasonably do not know of any substantial opposition to the matter(s) to be voted on, and
c.
the matter(s) to be voted on is/are not materially adverse to the interests of the shareholders.
We cannot assure you that
you will receive the voting materials in time to ensure that you can instruct the depositary to vote your Class B Shares. In addition,
the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting
instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your shares are
not voted as you requested.
In order to give you a reasonable
opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if we request the Depositary
to act, we agree to give the Depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days
in advance of the meeting date.
Fees and Expenses
Persons depositing or withdrawing Class B Shares or ADS holders must pay:
For:
USD5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
• Issuance of ADSs, including issuances resulting from a distribution
of Class B Shares or rights or other property
• Cancellation of ADSs for the purpose of withdrawal, including
if the deposit agreement terminates
USD0.05 (or less) per ADS
• Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been Class B Shares and the Class B Shares had been deposited for issuance of ADSs
• Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
USD0.05 (or less) per ADSs per calendar year
• Depositary services
Registration or transfer fees
• Transfer and registration of Class B Shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw Class B Shares
Expenses of the depositary
• Cable, telex and facsimile transmissions (when expressly provided
in the deposit agreement)
• Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
• As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities
• As necessary
The depositary collects its
fees for delivery and surrender of ADSs directly from investors depositing Class B Shares or surrendering ADSs for the purpose of withdrawal
or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from
the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for
depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts
of participants acting for them. The depositary may generally refuse to provide fee-based services until its fees for these services are
paid.
From time to time, the depositary
may make payments to us to reimburse and/or class B share revenue from the fees collected from ADS holders, or waive fees and expenses
for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the ADS program. In performing
its duties under the deposit agreement, the depositary may use brokers, dealers or other service providers that are affiliates of the
depositary and that may earn or share fees or commissions.
Depositary Payments
In 2021, we did not receive
any payments or reimbursements from The Bank of New York Mellon, the depositary bank of our ADS program.
Payment of Taxes
You will be responsible for
any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary
may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such
taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes
owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the
number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid
the taxes.
Reclassifications, Recapitalizations
and Mergers
If we:
Then:
· Change the nominal or par value of our Class B Shares
· The
cash, Class B Shares or other securities received by the depositary will become deposited securities. Each ADS will automatically represent
its equal share of the new deposited securities.
· Reclassify,
split up or consolidate any of the deposited securities
· The depositary may distribute some or all of the cash, Class B ADRs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
· Distribute securities on Class B Shares that are not distributed to you
· Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action
Amendment and Termination
We may agree with the depositary
to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except
for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar
items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until thirty (30) days after
the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to
hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.
The depositary will terminate
the deposit agreement at our direction by mailing notice of termination to the ADS holders then outstanding at least ninety (90) days
prior to the date fixed in such notice for such termination. The depositary may terminate the deposit agreement (i) by mailing notice
of termination to us and the ADS holders if ninety (90) days have passed since the depositary told us it wants to resign but a successor
depositary has not been appointed and accepted its appointment, (ii) an insolvency event or delisting event (each as further described
in the deposit agreement) occurs with respect to us, or (iii) a termination option event (as further described in the deposit agreement)
has occurred or will occur.
After termination, the depositary
and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities,
sell rights and other property, and deliver Class B Shares and other deposited securities upon cancellation of ADSs. After termination,
the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it
received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the ADS holders
that have not surrendered their ADSs. It will not invest the money and has no liability for interest. After making the sale, the depositary
shall be discharged from all obligations under the deposit agreement, except to account for the net proceeds of such sale and other cash
(after deducting fees and expenses and applicable taxes and governmental charges). The depositary's only obligations will be to account
for the money and other cash. After termination our only obligations will be to indemnify the depositary and to pay fees and expenses
of the depositary that we agreed to pay.
Limitations on Obligations and Liability
The deposit agreement expressly
limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and
the depositary:
·
are only obligated to take the actions specifically set forth in the deposit agreement without negligence
or bad faith;
·
are not liable if we are or it is prevented or delayed by law or circumstances beyond our control from
performing our or its obligations under the deposit agreement;
·
are not liable if we or it exercises discretion permitted under the deposit agreement;
·
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities
that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive
damages for any breach of the terms of the deposit agreement;
·
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit
agreement on your behalf or on behalf of any other person;
·
may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed
or presented by the proper person.
In the deposit agreement,
we and the depositary agree to indemnify each other under certain circumstances. Requirements for Depositary Actions
Before the depositary will
deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of Class B Shares, the depositary may require:
·
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees
charged by third parties for the transfer of any Class B Shares or other deposited securities;
·
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary;
and
·
compliance with regulations it may establish, from time to time, consistent with the deposit agreement,
including presentation of transfer documents.
The depositary may refuse
to deliver ADSs or register transfers of ADSs generally when the transfer books of the depositary or our transfer books are closed or
at any time if the depositary or we think it advisable to do so.
Your Right to Receive Class B Shares Underlying your ADSs
ADS holders have the right
to cancel their ADSs and withdraw the underlying Class B Shares at any time except:
·
When temporary delays arise because: (i) the depositary has closed its transfer books or we have closed
our transfer books; (ii) the transfer of Class B Shares is blocked to permit voting at a shareholders' meeting; or (iii) we are paying
a dividend on our Class B Shares.
·
When you owe money to pay fees, taxes and similar charges.
·
When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations
that apply to ADSs or to the withdrawal of Class B Shares or other deposited securities.
This right of withdrawal may
not be limited by any other provision of the deposit agreement.
Waiver of Jury Trial
As a party to the deposit
agreement, you irrevocably waive, to the fullest extent permitted by applicable law, your right to trial by jury in any legal proceeding
arising out of the shares or other deposited securities, the ADSs or ADRs, as applicable, the deposit agreement or any transaction contemplated
therein or any breach thereof against us and/or the depositary.
EX-4.1
3
e621435_ex4-1.htm
The World Internet Security Company
WISeKey
STOCK OPTION PLAN
Assumed by WISeKey
International Holding Ltd
from
WISeKey SA (version as in effect
since 1 January 2012) with effect
as of 24 March 2016, amended on
13 September 2021 and amended
on 24 November 2021.
TABLE OF CONTENTS
INTRODUCTION
3
THE PLAN
3
A.
General Terms and Definitions
3
Article 1 Purpose
3
Article 2 Definitions - Interpretation
3
Article 3 Shares subject to the Plan
5
B.
Administration
5
Article 4 Board of Directors
5
C.
Grant of Options
6
Article 5 Eligibility and Conditions of Participation
6
Article 6 Procedure
6
Article 7 Option Agreement
6
Article 8 Vesting period
7
Article 9 Exercise Period
7
Article 10 Exercise of Options
7
D.
Limitations on transfer
8
Article 11 Transferability of Options and Shares
8
E.
Forfeiture of Rights
8
Article 12 Termination of Contractual Relationship/Breaches
8
Article 13 Transfer / Leave of Absence
9
F.
General Provisions
9
Article 14 No (Continued) Employment or Contractual Relationship
9
Article 15 Adjustment due to Corporate Events
10
Article 16 Amendment and Termination
10
Article 17 Indemnification
10
Article 18 Taxes Indemnification
11
Article 19 U.S. Securities Law Provisions
11
Article 20 Applicable law and Arbitration
11
Article 21 Effective Date
12
Page 2 of 15
INTRODUCTION
WISeKey International Holding Ltd is a corporation
(société anonyme / Aktiengesellschaft) with its seat in Zug (Zug), Switzerland, and the holding company of
the WISeKey group of companies.
THE PLAN
A.
GENERAL TERMS AND DEFINITIONS
Article 1
PURPOSE
1.1
The purpose of the Plan is to provide Employees, Directors and Consultants with an opportunity to obtain
Options on Shares, thus providing an increased incentive for these Employees, Directors and Consultants to contribute to the future success
and long-term business value of the Group, enhancing the value of the Shares and increasing the ability of the Company and its Subsidiaries
to attract and retain individuals of exceptional skills.
1.2
The Plan governs the conditions and modalities of the grant and exercise of such Options.
Article 2
DEFINITIONS - INTERPRETATION
2.1
In the Plan, the following terms shall have the meanings set forth
below:
"Articles of Association"
shall mean the articles of association of the Company.
"Board of Directors"
shall mean the board of directors of the Company.
"Change of Control"
shall mean the acquisition by any person or entity, alone or jointly, of more than 50% of the voting rights of the Company.
"Company"
shall mean WISeKey International Holding Ltd.
"Compensation Committee"
shall mean the compensation committee elected by the Company's general meeting of shareholders
"Consultant"
A person providing advisory, consulting or other services to the Company or one of its Subsidiaries. without being an Employee or a Director.
"Director"
shall mean a member of the Board of Directors or of the board of directors (or equivalent corporate body) of a Subsidiary.
"Employee"
shall mean an executive or senior officer or employee of the Company or of a Subsidiary.
Page 3 of 15
"Exercise Period"
shall mean the period during which Options can be exercised, such period starting on the Vesting Date and ending on the Option Term.
"Grant Date"
shall mean the date on which Options are granted.
"Group"
shall mean the Company and its Subsidiaries.
"Option"
shall mean a right to acquire Shares pursuant to the Plan, in accordance with any Option Agreement and/or as the Board of Directors shall otherwise determine.
"Option Agreement"
shall mean the agreement specifying the terms and conditions at which Options are granted by the Company to a Participant in
substantially the form attached as Schedule 1 or in such form as the Board of Directors shall from time to time determine.
"Option Exercise Notice"
shall mean the notice that needs to be given by a Participant when Options are exercised in substantially the form attached as
Schedule 2 or any other form determined by the Board of Directors.
"Option Term"
shall mean the term of an Option.
"Options Grant"
shall mean the number of Options granted to a Participant pursuant to an Option Agreement.
"Participant"
shall mean an Employee, a Director or a Consultant to whom Options are granted under the Plan.
"Plan"
shall mean this stock option plan in its present form or as amended from time to time.
"Shareholders"
shall mean the holders of any Shares of the Company.
"Shares"
shall mean ordinary registered shares of the Company of a nominal value of CHF 0.05 each (Class B Shares) or, as the case may be, ordinary registered shares of the Company of a nominal value of CHF 0.01 each (Class A Shares).
"Stock Option Plan Administrator"
shall mean the person or entity appointed by the Board of Directors responsible for giving, receiving and executing notices under the Plan, including, but not limited to, Option Exercise Notices.
"Strike Price"
shall mean the price at which Shares may be purchased by exercising Options.
"Subsidiary"
shall mean a subsidiary of the Company.
"U.S. Securities Act"
shall have the meaning set out in Article 19.
Page 4 of 15
"Vested Option"
shall mean an Option that has vested in accordance with the rules set forth under the Plan.
"Vesting Date"
shall mean the date upon which an Option vests in accordance with the rules set forth under the Plan.
2.2
References to any statutory provision are to that provision as amended or re-enacted from time to time
and, unless the context otherwise requires, words and expressions denoting the singular shall include the plural (and vice versa) and
words and expressions denoting the masculine shall include the feminine (and vice versa).
2.3
The Plan is valid for the Participants in its entirety only. No statement made in any part of the Plan
shall be construed without reference to the Plan as a whole.
Article 3
SHARES SUBJECT TO THE PLAN
Shares shall be made available from the Company's
existing conditional share capital, any future conditional share capital as approved by the Shareholders or from shares held in treasury
by the Company or any of its subsidiaries.
B.
ADMINISTRATION
Article 4
BOARD OF DIRECTORS
4.1
Unless otherwise provided in the Plan, the Board of Directors administers the Plan and has full power
to construe and interpret the Plan, establish and amend rules and regulations for the administration of the Plan, and perform all other
actions relating to the Plan, including the delegation of administrative responsibilities. The Board of Directors may in particular delegate
the administration of the Plan to the Compensation Committee or any other duly authorized committee of the Board of Directors, in which
case references to the Board of Directors in the Plan shall be construed as referring to the Compensation Committee or to the relevant
committee of the Board of Directors respectively. The Board of Directors may also appoint a Stock Option Plan Administrator who shall
be responsible for giving, receiving and executing the notices set forth in the Plan.
4.2
All resolutions taken by the Board of Directors pursuant to the provisions of the Plan and related orders
or resolutions of the Board of Directors shall be final, conclusive and binding on all persons, including the Company, the Shareholders,
the Participants, the Directors, the Employees and the Consultants.
4.3
A member of the Board of Directors shall not vote on any decision regarding any Options granted or to
be granted to him or her.
4.4
The costs of introducing and administrating the Plan shall be
borne by the Company.
Page 5 of 15
C.
GRANT OF OPTIONS
Article 5
ELIGIBILITY AND CONDITIONS OF PARTICIPATION
5.1
Employees, Directors and Consultants are eligible to be granted
Options under the Plan.
5.2
The Board of Directors shall, at its absolute discretion, select from Employees, Directors and Consultants
those eligible to be granted Options, and determine the Options Grant, the class of Shares into which the Options are exercisable (i.e.,
Class A Shares or Class B Shares), the Strike Price, the Grant Date and any other conditions and/or constraints related to the Options.
5.3
Options shall be granted to the Participants free of charge; all individual taxes, such as income taxes,
and the Participants part, if any, of any social security contributions, shall be borne by the Participant.
5.4
Neither the establishment of the Plan, nor the granting of Options nor any action of the Company or of
the Board of Directors shall be held or construed to confer upon any Employee, Director or Consultant any legal right to further receive
Options. Participation to the Plan in any given year gives no right to participate in any subsequent year.
Article 6
PROCEDURE
6.1
The Board of Directors may adopt any procedures as it thinks fit for the granting of Options.
6.2
The Board of Directors may, among others: (i) require a Participant to make such declarations or take
such other action as may be required for the purpose of any securities, exchange control, taxation or other laws, regulations (including
stock exchange regulations) or practice that may be applicable to the Company, any of its Subsidiaries and/or the Participant at any time
under the Plan; (ii) determine that any Option under the Plan shall be subject to additional and/or modified terms and conditions with
respect to the granting and terms of exercise as may be necessary to comply with or take account of any securities, exchange control,
taxation or other laws, regulations (including stock exchange regulations) or practice that may have application to the relevant Participant;
or (iii) adopt any supplemental rules or procedures governing the grant or exercise of Options as may be required for the purpose of any
securities, exchange control, taxation or other laws or regulations (including stock exchange regulations) that may be applicable to the
Company or a Participant.
Article 7
OPTION AGREEMENT
7.1
The granting of Options under the Plan and the terms thereof shall be subject to the execution of an Option
Agreement.
Page 6 of 15
7.2
Each Option shall entitle the Participant to purchase one Share (Class A Share or Class B Share, as applicable)
at the Strike Price subject to the conditions specified in the Option Agreement and this Plan.
7.3
The Option Agreement shall include details of the Options Grant, the class of Shares into which the Options
are exercisable (i.e., Class A Shares or Class B Shares) the Strike Price, the Grant Date and any other conditions.
Article 8
VESTING PERIOD
8.1
Subject in particular to the limitations which may be determined
from time to time by the Board of Directors, an Options Grant shall vest gradually on a straight line basis over a period of three years
from the Grant Date until exhaustion of such Options Grant, provided however that the Participant may not exercise any Options of such
Options Grant during the first year starting from the Grant Date where the Grant Date falls within the first year of employment or contractual
relationship of the Participant with the Company or any of its Subsidiaries.
8.2
As an exception to the normal vesting set out in Article 8.1,
the Board of Directors may set a shorter vesting period for any relevant Participant.
8.3
Notwithstanding the above, in the event of a Change of Control,
all Options held by the Participants shall vest immediately.
Article 9
EXERCISE PERIOD
9.1
Without prejudice to Article 8.3, Vested Options may be exercised
at any time within the Exercise Period subject to limitations of applicable securities laws and regulations and subject to the limitations
which may be determined by the Board of Directors from time to time.
9.2
Subject to Article 12, the Option Term shall be the seventh anniversary
of the Grant Date of such Option.
9.3
After the Option Term, all unexercised Options shall expire without
value.
Article 10
EXERCISE OF OPTIONS
10.1
During the Exercise Period and subject to the provisions of the
Plan, notably Article 12, and of any Option Agreement, the Participant may exercise Vested Options in whole or in part, and at one or
more times.
10.2
The exercising Participant shall receive within five business
days after receipt by the Company or the person acting on its behalf of an Option Exercise Notice, the number of Shares for which Options
are exercised.
Page 7 of 15
10.3
The Company shall not deliver any Shares until full payment of
the Strike Price by the Participant.
D.
LIMITATIONS ON TRANSFER
Article 11
TRANSFERABILITY OF OPTIONS AND SHARES
11.1
Except in accordance with applicable inheritance or matrimonial
property law, the Options may not be sold, encumbered, assigned or otherwise transferred.
11.2
Any purported sale, assignment or transfer of Options in violation
of this Article 11 shall be null and void.
11.3
Shares purchased upon exercise of Options may be subject to sales
restrictions according to applicable securities laws and regulations and according to the limitations which may be determined by the
Board of Directors from time to time.
E.
FORFEITURE OF RIGHTS
Article 12
TERMINATION OF CONTRACTUAL RELATIONSHIP/BREACHES
12.1
Unless otherwise agreed upon by the Board of Directors and the
Participant:
-
Upon termination of the employment or contractual relationship
between the Company or any of the Subsidiaries and the Participant by the Company or any of its Subsidiaries for cause (e.g., in the
case of employment, according to Article 337 of the Swiss Code of Obligations or similar grounds) or upon termination by the Participant
at an improper time or without good reason; or
-
Upon breach by the Participant of any material obligations
set out in any agreement dealing with the Participant's contractual relationship with the Company or any of its Subsidiaries, as entered
into or amended from time to time, and/or any provisions of applicable laws and regulations as a consequence of which the Company may
not be expected in good faith to continue the existing contractual relationship with the Participant, all Options (including, for the avoidance of doubt, Vested Options) held by the Participant shall be immediately forfeited without value.
12.2
Upon termination of the employment or contractual relationship between the Company or any of its
Subsidiaries and the Participant as a result of a Participant's disability, all Options that are not Vested Options held by such
Participant shall be immediately forfeited without value, while Vested Options may be exercised by the Participant pursuant to the Plan during a period of six months after the end of the employment or contractual relationship, after which they shall
be forfeited without value. For the purpose of this provision, "disability" means the inability to engage in any substantial gainful activity
by reason of a medically determinable physical or mental impairment which constitutes a permanent and total disability; the determination
whether a Participant has suffered a disability shall be made by the Board of Directors or Compensation Committee, as the case may be,
based upon such evidence as it deems necessary and appropriate.
Page 8 of 15
12.3
Upon the death of a Participant, all Options that are not Vested Options
held by such Participant shall be immediately forfeited without value, while Vested Options may be exercised by the Participant's estate,
or by the person(s) who acquired the right to exercise the Option(s) by bequest or inheritance or otherwise by applicable inheritance
laws, pursuant to the Plan during the Exercise Period until the end of the Option Term.
12.4
Upon termination of the employment or contractual relationship between the Company or any of its Subsidiaries
and the Participant by the Company or any of its Subsidiaries or by a Participant for any reason other than as aforesaid, all Options
that are not Vested Options held by the Participant shall be immediately forfeited without value, while Vested Options may be exercised
by the Participant pursuant to the Plan during a period of thirty days after the end of the employment or contractual relationship, after
which they shall be forfeited without value.
Article 13
TRANSFER / LEAVE OF ABSENCE
13.1
A transfer of an Employee between the Company and a Subsidiary or a leave of absence, duly authorized
in writing by the Company, for military service, sickness, pregnancy, confinement or for any other purpose approved by the Board of Directors,
provided that the Employee’s right to reemployment is guaranteed either by a statute or by contract, shall not be deemed a termination
of employment.
13.2
If employment is terminated prior to the reemployment of the Employee, the provisions of Article 12 shall
be applicable.
F.
GENERAL PROVISIONS
Article 14
NO (CONTINUED) EMPLOYMENT OR CONTRACTUAL RELATIONSHIP
14.1
Neither the establishment of the Plan, nor the granting of Options, nor any action of the Company, the
Board of Directors, the Stock Option Plan Administrator or a Subsidiary shall be held or construed to confer upon any Participant any
legal right to continue to be employed by the Company or any of its Subsidiaries or to remain in a contractual relationship with said,
each of which expressly reserves the right to discharge any Employee, Director or Consultant whenever the interest of any such company
in its sole discretion may so require without liability to such company or to the Board of Directors, except as to any rights which may be expressly conferred upon such Participant
under the Plan.
Page 9 of 15
14.2
The mere fact of participating in the Plan shall in no circumstances whatsoever be construed as an employment
agreement, or any similar agreement, between the Participant and the Company.
Article 15
ADJUSTMENT DUE TO CORPORATE EVENTS
The number of Options, the Strike Price or any
of them shall be subject to adjustment by the Company to reflect any split or combination of the Shares, and such readjustment shall be
final and binding.
Article 16
AMENDMENT AND TERMINATION
16.1
The Board of Directors may amend, suspend or discontinue the Plan
at any time.
16.2
The Options granted under the Plan shall be subject to such further rules and regulations as the Company
may adopt with respect to its equity incentive plans from time to time, and each Participant agrees to enter into such further documents,
as the Company may require. The Company may also require the Participant to enter into such further documents with respect to the holding
and transfer of any Shares subject to the Options described herein as may be necessary or appropriate at the sole discretion of the Company
to ensure compliance with applicable laws and regulations with respect to such holding and transfer.
16.3
Amendment, suspension or discontinuity of the Plan shall be communicated by the Board of Directors to
all Participants.
Article 17
INDEMNIFICATION
In addition to other rights of indemnification
available to them, the members of the Board of Directors shall, to the greatest extent permissible under applicable law, be indemnified
by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they
or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Options granted
under the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment
based upon the finding of intentional or grossly negligent misconduct, provided that upon the institution of any such action, suit or
proceeding, members of the Board of Directors shall, in writing, give the Company notice thereof and an opportunity, at its own expense,
to handle and defend the same before such member of the Board of Directors undertakes to handle and defend it on such member’s own
behalf.
Page 10 of 15
Article 18
TAXES INDEMNIFICATION
18.1
The Participant shall indemnify the Company against any tax, including
employment and social security taxes, arising in respect of the granting or the exercise of Options which is a liability of the Participant
but for which the Company is required to account under the laws of any relevant territory.
18.2
The Company may recover the tax from the Participant in such manner
as the Board of Directors thinks fit including, but not limited to: (i) withholding portion of the Options and selling the same; (ii)
deducting the necessary amount from the Participant's remuneration; or (iii) requiring the Participant to account directly to the Company
for such tax.
Article 19
U.S. SECURITIES LAW PROVISIONS
The Shares to be received upon exercise of the
Options have not been, and will not be, registered under the U.S. Securities Act of 1993 (the "U.S. Securities Act")
or the laws of any state of the United States and may not be offered or sold within the United States. Accordingly, Options are being
granted to Participants resident in the United States only pursuant to exemptions from registration under the U.S. Securities Act. As
a result, certain Participants resident in the United States may be required to make representations to the Company at the time of grant
and at the time of exercise of their Options to ensure compliance with the U.S. Securities Act. In addition, the Shares to be received
upon exercise of the Options may constitute “restricted securities” under the U.S. Securities Act and may not be pledged,
reoffered or resold in the United States or to, or for the account or benefit of U.S. persons except in transactions exempts from, or
not subject to, the registration requirements of the U.S. Securities Act. Neither the US Securities and Exchange Commission nor any state
securities commission in the United States has approved or disapproved this Plan or determined if this Plan is truthful or complete.
Article 20
APPLICABLE LAW AND ARBITRATION
20.1
The Plan and any related document shall be governed by and construed
in accordance with the substantive laws of Switzerland.
20.2
Any dispute, controversy or claim arising out of or in relation
with the Plan including the validity, invalidity, breach or termination thereof, shall be finally decided by three arbitrators in accordance
with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the notice of arbitration
is submitted in accordance with said rules. The seat of the arbitration shall be Geneva, Switzerland. The language of arbitration shall
be English.
20.3
The acceptance of any Option or any related right implies the
consent to the choice of law and jurisdiction set in this Article 20.
Page 11 of 15
20.4
By executing an Option Agreement, the Participant expressly acknowledges
and accepts the terms and conditions of the Plan and all its related documents, as well as the powers of the Board of Directors to complete,
interpret and implement it through further documents which it may from time to time determine necessary or relevant.
Article 21
EFFECTIVE DATE
This Plan has first become effective on January 1, 2012 and has last
been amended on November 24, 2021.
IN WITNESS THEREOF, the parties have
read and agreed on the Employee Stock Option Plan in duplicate as of the time and place first above written.
WISeKey International Holding Ltd
Participant
Date:
Date:
Page 12 of 15
SCHEDULE 1
FORM OF OPTION AGREEMENT
WISEKEY INTERNATIONAL
HOLDING LTD STOCK OPTION PLAN
This OPTION AGREEMENT is made on [date], by and between WISeKey International
Holding Ltd, a Swiss corporation, with its seat in Zug (Zug), Switzerland (the "Company") and [name] (the "Participant").
In consideration of the mutual covenants and agreements herein contained
and pursuant to the Company’s Stock Option Plan dated January 1, 2012, as amended, (the "Plan"), the Company and the Participant
agree as follows:
The Company grants to the Participant the following
number of Options according to the terms and conditions contained in the Plan and in this Option Agreement:
Number of Options:
[number]
Class of Shares into
which Options are
Exercisable:
[Class A Shares][Class B Shares]
Strike Price:
[strike price]
Grant Date:
[grant date]
Vesting Date:
In accordance with Article [8] of the Plan and the table below
Exercise Period:
From the Vesting Start Date until the Option Term as detailed below:
No. of Options
Vesting Date / Exercise Start Date
Option Term
The signature of this Option Agreement by the
Participant implies his or her express and complete acceptance of the terms set forth in the Plan, in this Option Agreement or in any
other document related hereto, including any tax ruling obtained by the Company in connection with the Plan. Furthermore the Participant
hereby accepts the powers of the Board of Directors to administer the Plan at its absolute discretion, to complete, interpret and implement
the documents herein referred through further documentation to the extent necessary or relevant and to decide on all issues in absolute
discretion. The Participant agrees to be bound by the decisions of the Board of Directors.
Page 13 of 15
All notices to the Company shall be delivered
to WISeKey International Holding Ltd, General-Guisan-Strasse 6, 6300 Zug, Switzerland, attn Stock Option Plan Administrator, and all notices
to the Participant may be given to the Participant personally or may be mailed to the Participant c/o WISeKey International Holding Ltd
or at such other address as the Participant may designate by written notice to the Company.
This Option Agreement and any related document
shall be governed by the substantive laws of Switzerland.
Any dispute, controversy or claim arising out
of or in relation with the Plan including the validity, invalidity, breach or termination thereof, shall be finally decided by three arbitrators
in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the notice
of arbitration is submitted in accordance with said rules. The seat of the arbitration shall be Geneva, Switzerland. The language of arbitration
shall be English.
IN WITNESS THEREOF, the parties have executed
this Option Agreement in duplicate as of the time and place first above written.
WISeKey International Holding SA
Participant
Date
Date
Page 14 of 15
SCHEDULE II
FORM OF OPTION EXERCISE NOTICE
WISEKEY INTERNATIONAL HOLDING LTD STOCK OPTION
PLAN
__________________________
[date of notice]
Stock Option Plan Administrator
WISeKey International Holding Ltd
FAO: Peter Ward, CFO
exercise_notice@wisekey.com
Reference: [Name of Participant]: Stock Option Plan.
Capitalized terms shall have the meaning set forth in the WISeKey International
Ltd Stock Option Plan dated as of January 1, 2012, as amended.
I hereby refer to the conditional share capital of the Company pursuant
to article 4b para. 1(b) of the Articles of Association of the Company and hereby exercise my Option(s) according to and under the terms
and conditions of the WISeKey International Ltd Stock Option Plan dated January 1, 2012, as amended, (the "Plan") and the Option
Agreement dated [date], as follows:
Grant Date of the Options:
___________________;
Strike Price:
___________________;
Number of Options exercised:
___________________.
Such Options represent my right to purchase and receive from the Company
and the obligation of the Company to issue to me a number of _________________ registered shares, [par value CHF 0.05 each ("Class
B Shares")][par value CHF 0.01 each ("Class A Shares")] at the above mentioned issue price.
I declare that the issue price of CHF ________________ per [Class
B Share][Class A Share] (i.e., a total issue price of CHF ________________ for the [Class B Shares][Class A Shares] to be issued
to me) will be paid by me to the following bank account of the Company: ZKB, IBAN CH50 0070 0110 0060 2632 1.
The newly issued Shares shall be delivered to:
Name of account holder:
Receiving Bank name:
Account number:
Name of contact at the receiving bank:
Email of contact at the receiving bank
Telephone of contact at the receiving bank
___________________________
[Participant Name]
Page 15 of 15
EX-4.31
4
e621435_ex4-31.htm
Exhibit 4.31
Project Leman – arago ISHA
Register of Deeds No. 16 / 2021
Recorded
on this 27 January 2021
before me, the undersigned
notary in the district of the Higher Regional Court
Frankfurt am Main
Dr. Karsten Müller-Eising
with offices in Frankfurt am Main, Nextower, Thurn-und-Taxis-Platz
6,
appeared there today:
1.
Ms. Elena Quach, Rechtsanwältin, born on 14 February 1988, residing in Frankfurt am Main, with business address at Taylor
Wessing PartG mbB, Thurn-und-Taxis-Platz 6, 60313 Frankfurt am Main, identifying herself with her valid German photo identification document,
(the “Person Appearing No. 1”),
acting, in each case on the basis of a power of attorney dated 27 January
2021 and being released from the restrictions set forth by Section 181 of the German Civil Code, in the name and for the account of
a.
Mr. Hans-Christian Boos, born on 2 October 1972, residing at ***
- hereinafter “Mr. Boos” or the “Founder”-
b.
arago GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung), organized and existing under the
laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Frankfurt am Main under registration
no. HRB 100909, with registered seat in Frankfurt am Main and having its business address at Lindleystraße 8A, 60314 Frankfurt am
Main, Germany
- hereinafter “ARAGO” -
1
Exhibit 4.31
Project Leman – arago ISHA
c.
Aquilon Invest GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized and existing
under the laws of Germany, registered with the commercial register of the local court of Darmstadt under registration no. HRB 96862, with
registered seat in Darmstadt and having its business address at Heinrich-Delp-Straße 196, 64297 Darmstadt,
- hereinafter “Aquilon” –
and
d.
OGARA GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized and existing under the
laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Frankfurt am Main under registration no.
HRB 107907, with registered seat in Frankfurt am Main and having its business address at c/o HSMV Hansen Schrotenroehr Müller Voets
Partnerschaftsgesellschaft mbH, Grafenberger Allee 337b, 40235 Düsseldorf, Germany,
- hereinafter “OGARA” -
2.
Mrs. Britt Barbara Knoll, Notarangestellte, born on 10 May 1967, residing at Frankfurt am Main, with business address at the offices
oft he acting Notary, Thurn-und-Taxis- Platz 6, 60313 Frankfurt am Main, Germany, personally known to the Notary (the “Person
Appearing No. 2”),
acting as representative without due power of representation (Vertreter
ohne Vertretungs-macht) and excluding any personal liability (unter Ausschluss jeglicher persönlicher Haftung), in the
name and on behalf of
WISeKey International Holding AG, a Swiss public limited
company (Aktiengesellschaft), organized and existing under the laws of Switzerland, registered with the commercial register of
the Canton of Zug under registration no. CHE-143.782.70 and with registered office at General-Guisan-Strasse 6, 6300 Zug, Switzerland,
- hereinafter “WISeKey” -
The Person Apearing No. 1 and No. 2 collectively the “Persons
Appearing”. Aquilon and OGARA each an “ARAGO Shareholder” and together the “ARAGO Shareholders”.
ARAGO, the ARAGO Shareholders, Mr. Boos and WISeKey each a “Party” and collectively the “Parties”.
The Notary took a photocopy of the Person Appearing No. 1’s identification
document to his file, to which she agreed. The Notary advised the Persons Appearing No. 1 through 2 that their personal data will –
in each case to the extent necessary – be collected, stored, processed and, if and to the extent necessary, provided to third parties
to prepare this deed and to complete the transactions set forth in this deed. Each of the Persons Appearing gave their consent thereto.
The Notarization with representatives without power of attorney is
due to the restrictions of, and to combat, the COVID19-pandemic. The parties represented without power of attorney had the opportunity
to participate in the notarization of this deed via video conference. The Notary advised the Persons Appearing that the notarial negotiations
and the reading out of the notarial deed will be made accessible to certain representatives of WISeKey and their legal advisers by means
of an audio and video transmission (Wort- und Bildübertragung). Advised by the Notary that he will therefore not be able to
safeguard the confidentiality of the notarial negotiations and the reading out of the notarial deed, the Person Appearing No. 1, also
acting in the name of the parties represented by her, and the Person Appearing No. 2 consented to said audio and video transmission.
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Exhibit 4.31
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I, the acting Notary, certify that the attached copies of the above
powers of attorney of Mr. Boos, arago, Aquilon and OGARA are true and accurate copies (Abschriften) of the originals shown to me.
The Person Appearing No. 1 requested the Notary to facilitate the due
approval of the declarations of the Person Appearing No. 2 and of the notarial deed by WISeKey.
Pursuant to Section 21 German Notary Act and based on inspection of
the electronic commercial registers of the local courts of Frankfurt am Main and Darmstadt on 26 January 2021 under the respective registration
numbers, I, the undersigned Notary, certify that (i) ARAGO, Aquilon and OGARA (the “Companies”) are each limited liabilities
companies, organized and existing under German law, that (ii) ARAGO, Aquilon and OGARA are each registered under the registration numbers
and with the registered seat and business address as stated above under 1.b through 1.d, respectively, and that (iii) Mr. Hans-Christian
Boos, born on 2 October 1972, residing in Darmstadt, is the sole managing director, authorized to act alone and released from the restrictions
set forth in Section 181 German civil code (BGB), of each of ARAGO, Aquilon and OGARA.
I.
The Persons Appearing denied the question as to the prior involvement
of the acting notary or any of his partners with regard to the subject matter hereof beyond the notarial activity according to section
3 subsection 1 sentence 1 number 7 German Notarization Act (BeurkG).
II.
The Persons Appearing requested that this Deed be recorded in the English
language and stated that they were in sufficient command of the English language. The Notary, who himself is in sufficient command of
the English language, assured himself that the Persons Appearing were, in fact, in such sufficient command of the English language. Advised
by the Notary of their rights to have the assistance of a sworn interpreter and to have a certified translation attached to this Deed,
the Persons Appearing waived such rights.
III.
Acting as aforesaid, the Persons Appearing then declared the following:
The Parties herewith conclude and agree to the Investment and Shareholders’
Agreement regarding an investment in arago GmbH attached hereto as Annex Share Investment and Shareholders’ Agreement.
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Project Leman – arago ISHA
IV.
The cost of the notarization of this deed and its implementation (Vollzug)
shall be borne by arago GmbH.
Each party shall receive one certified copy of this deed.
V.
The Notary advised the Persons Appearing:
·
that a capital increase of a German limited liability company requires a notarized shareholders' resolution and the registration in
the commercial register.
·
that the English original version of this notarial deed will not be acceptable for enforcement in German courts but will have to be
translated, by a certified translator, into German language for such purposes at the expense of the party enforcing this agreement;
·
that he has not, in any regard, rendered any tax advice to the Persons Appearing or the parties represented by them;
·
that the parties are liable as secondary obligors for the Notary's fees; and
·
that this deed must contain all stipulations and agreements of the parties with regard to the subject matter of the notarized document
and that absent thereof this agreement may be void.
This notarial deed, including the Annex Investment and Shareholders'
Agreement and the annexes thereto, was — except as stated above - read aloud to the Persons Appearing by the Notary, approved by
them and signed by them and the Notary as follows:
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Exhibit 4.31
Project Leman – arago ISHA
Annex
Investment and Shareholders’ Agreement
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Exhibit 4.31
Project Leman – arago ISHA
INVESTMENT AND SHAREHOLDERS’ AGREEMENT
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Investment and Shareholders’ Agreement
This Investment and Shareholders’ Agreement (the “Agreement”)
is entered into by and between
1.
arago GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung),
organized and existing under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Frankfurt
am Main under HRB 100909 having its seat at Lindleystra1!e 8A, 60314 Frankfurt am Main, Germany
- “ARAGO” -
2.
Aquilon Invest GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung)
organized and existing under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Darmstadt
under HRB 96862 having its seat at Heinrich-Delp-Stra1!e 196, 64297 Darmstadt, Germany
- “Aquilon” -
3.
OGARA GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung)
organized and existing under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Frankfurt
am Main under HRB 107907 having its seat at c/o HSMV Hansen Schrotenroehr Müller Voets Partnerschaftsgesellschaft mbH, Grafenberger
Allee 337b, 40235 Düsseldorf, Germany
- “OGARA” -
4.
Mr. Hans-Christian
Boos, born on 2 October 1972, resident at ***
- “HCB“ -
5.
WISeKey International Holding AG, a Swiss public limited company (Aktiengesellschaft), organized
and existing under the laws of Switzerland, registered with the commercial register of the Canton of Zug under registration number CHE-143.782.70
and with registered office at General-Guisan-Strasse 6, 6300 Zug, Switzerland
-“WISeKey” –
- Aquilon and OGARA each an “ARAGO Shareholder”
and together the “ARAGO Shareholders”
- ARAGO, ARAGO Shareholders, HCB and WISeKey each a “Party”
and together the “Parties” –
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Project Leman – arago ISHA
Table of Contents
1.
Interpretation and Definitions
9
2.
Capital Increase; Shareholders’ Meeting
10
3.
Subscription of the New ARAGO Shares
11
4.
Contribution of CLA Claims
13
5.
Further Contribution in Cash
13
6.
Anti-Dilution Protection
14
7.
Post Signing Covenants
14
8.
Post Closing Covenants
15
9.
Guarantees
15
10.
Management Board; Reserved Matters
17
11.
Shareholders’ Meeting; Protective Provisions
17
12.
Transfer of Shares
19
13.
Further Assurance
19
14.
Term
20
15.
Confidentiality
20
16.
Transaction Costs
21
17.
Assignment; No Set-off
21
18.
Notices
22
19.
Final Provisions
22
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Project Leman – arago ISHA
List of Annexes
Annex
Content
Annex 2.1(d)
Revised Articles
Annex 2.1(e)
RoP Management
Annex 9.1(e)
Annex 9.1(e) to ISHA
Annex 18
Addresses for Notices
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Index of Definitions
Affiliate
9
Existing ARAGO Shares
9
Agreement
2
Guarantee
15
Annex
9
Guarantees
15
Aquilon
2
Harbert
7
ARAGO
2
Harbert Bond
7
ARAGO Shareholder
3
Harbert Warrant
7
ARAGO Shareholders
3
HCB
2
ARAGO Shares
9
Investment
8
ARAGO’s Bank Account
11
Managing Director
9
Business Combination Agreement
8
Managing Directors
9
Business Day
9
New ARAGO Shares
10
Capital Contribution
11
OGARA
2
Capital Increase
10
Parties
3
Class B Shares
7
Party
3
Commercial Register
12
Redemption Upon Default
14
Confidential Information
20
Revised Articles
10
Contribution
13
RoP Management
10
Conversion
8
Share Exchange
8
Convertible Loan
8
Shareholders’ Meeting
10
Convertible Loan Agreement
8
Signing Date
9
Defaulting Shareholder
13
Text Form
9
Due Diligence Documentation
16
WISeKey
2
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Preamble
(A)
ARAGO is a German limited liability company (Gesellschaft mit beschränkter Haftung) and a technology company which aims
to provide the benefits of artificial intelligence to enterprise customers globally through knowledge automation.
(B)
WISeKey is a publicly listed Swiss corporation (Aktiengesellschaft) and a leading global cybersecurity company deploying large
scale digital identity ecosystems for people and objects using blockchain, AI and IoT respecting the human as the fulcrum of the internet.
(C)
ARAGO’s share capital currently amounts to EUR 130,736.00 divided into 130,736 shares, each with a nominal value of EUR 1.00.
Aquilon currently holds 51,459 shares and OGARA currently holds 79,277 shares in ARAGO. Aquilon is the sole shareholder of OGARA and HCB
is the sole shareholder of Aquilon. The share capital of ARAGO is divided into different share classes, which the Parties agree to cancel
within the course of the Investment.
(D)
As at the date of this Agreement, WISeKey has a share capital amounting to CHF 2,781,354.33, divided into 47,622,689 registered shares,
nominal value of CHF 0.05 each (the Class B Shares), and 40,921,988 registered shares, nominal value CHF 0.01 each. The Class B
Shares are listed and traded on the SIX Swiss Exchange. In addition, WISeKey has issued American Depositary Shares, each of which represents
5 Class B Shares, which are listed and traded on the Nasdaq.
(E)
On 17 September 2018, ARAGO entered into a Framework Subscription Agreement for the purchase of bearer bonds as the issuer with HARBERT
EUROPEAN SPECIALTY LENDING COMPANY II, S.À R.L. (together with its affiliates “Harbert”) as the bond purchaser
(“Harbert Bond”). In this context, a warrant instrument has been issued to Harbert, giving Harbert the right to acquire
shares in ARAGO. With regard to the Harbert Bond, WISeKey has issued to ARAGO a comfort letter as of 19 November 2020 in which it has
undertaken to provide such funds as are necessary for ARAGO not to become illiquid or over-indebted and that the continued existence of
ARAGO is safeguarded. The warrant instrument has subsequently been amended such that the warrant shall bear the right to subscribe to
7,029 shares in ARAGO with the right to exchange such shares in WISeKey shares at terms specified in that certain Warrant Replacement
Agreement dated 27 January 2021 (“Harbert Warrant”).
(F)
On 16 November 2020, ARAGO as borrower, WISeKey as lender and the ARAGO Shareholders entered into a third convertible loan agreement
(“Convertible Loan Agreement”), after the first and second convertible loan agreements between ARAGO as borrower, WISeKey
as lender and the ARAGO Shareholders were terminated. The principal amount pursuant to the Convertible Loan Agreement amounts to CHF 5,000,000
(together with any interest accruing thereon until the Contribution, the Convertible Loan). WISeKey has the right at any time and
subject to the further terms of this Agreement to request a conversion of the Convertible Loan (the Conversion) such that it would
hold such number of shares in ARAGO as corresponds to 51% of ARAGO's share capital and 51% of the voting rights associated with ARAGO's
share capital, calculated on a fully diluted basis. If WISeKey has not exercised its right to Conversion by 31 December 2020, ARAGO may
request Conversion of the Convertible Loan at any time.
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(G)
To implement the Conversion, the share capital of ARAGO shall be increased from EUR 130,736.00 by EUR 136,072.00 to EUR 266,808.00
by issuing 136,072 new shares in ARAGO to WISeKey (as a result of which WISeKey will hold 51% of ARAGO's share capital, calculated on
a fully diluted basis). As consideration, WISeKey shall pay the nominal value of the newly issued shares in cash and contribute the Convertible
Loan to ARAGO's free capital reserves pursuant to Sec. 272(2) no. 4 German Commercial Code (andere Zuzahlung in das Eigenkapital)
(“Investment”).
(H)
The Parties intend to combine the businesses of ARAGO and WISeKey further. In a second step, WISeKey shall acquire from the ARAGO
Shareholders all shares held by them in ARAGO against issuance at a fixed exchange rate of 12,327,506 Class B Shares (“Share
Exchange”) (it being understood that any dilution of WISeKey's participation in ARAGO as a result the exercise of the Harbert
Warrant shall lead to an adjustment of the terms of the Share Exchange (through an adjustment of the number of Class B Shares issuable
in the Share Exchange or otherwise), and it being further understood that any payments to be made to Machine24 GmbH or any of its Affiliates
on the basis of the agreement by and among Machine24 GmbH, HCB and Aquilon, dated as of 13 May 2020, shall be the sole responsibility
of HCB and the ARAGO Shareholders). It is the understanding of the Parties that the Share Exchange shall take place in the context of
an intended US Public Offering of the then combined businesses of ARAGO and WISeKey. The Parties agree to initiate, immediately after
completion of the Investment, further discussions on, and to negotiate the terms of, a business combination agreement (the "Business
Combination Agreement") pursuant to which the Share Exchange shall be implemented.
NOW, THEREFORE, the Parties hereby agree as follows:
1.
Interpretation and Definitions
1.1
The headings in this Agreement are solely for purposes of reference and for convenience and shall not be used for purposes of interpretation
or in any way affect the meaning or interpretation of this Agreement.
1.2
In this Agreement and its Annexes, the following terms shall have the definitions ascribed to them hereafter when written with a capital
initial letter. Terms which are capitalized but which are not listed below shall have the meanings ascribed to them in the Agreement,
including its Annexes, itself.
Affiliate: shall mean affiliated (verbundene)
persons or entities within the meaning of sections 15 et seq. of the German Stock Corporation Act (AktG).
Annex: shall mean any annex, exhibit and attachment
to this Agreement.
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ARAGO Shares: shall mean any and all shares in
ARAGO.
Business Day: shall mean any day during which banks
are opened in Frankfurt am Main, Germany and Geneva, Switzerland for full normal working hours.
Existing ARAGO shall mean any and all shares in
ARAGO as of the Signing Date. Shares:
“Managing means HCB and any other managing
director of ARAGO from
Directors”: time to time, each of them
a “Managing Director”.
Signing Date: shall mean the date of the signing
of this Agreement.
Text Form: shall mean text form according to Sec.
126b German Civil Code (Bürgerliches Gesetzbuch, BGB) (email or facsimile is sufficient).
1.3
Whenever these terms are used in the plural form, they are to be understood as referring not only to all the elements or the set so
defined but also to any one or more of its components.
2.
Capital Increase; Shareholders’ Meeting
2.1
The ARAGO Shareholders shall without undue delay
(unverzüglich) on or after the Signing Date convene an extraordinary shareholders’ meeting of ARAGO with all ARAGO Shareholders
being present or duly represented (“Shareholders’ Meeting”) and, waiving all requirements as to form and notice
periods for the convocation of a shareholders’ meeting and the adoption of resolutions, resolve to
(a)
increase the registered share capital of ARAGO from EUR 130,736.00 by EUR 136,072.00 to EUR 266,808.00 (the “Capital Increase”)
by issuing 136,072 new common shares in ARAGO with a nominal amount of EUR 1.00 each and the serial numbers 130,737 through 266,808 (collectively
the “New ARAGO Shares”), carrying the rights as attributed to them under the Revised Articles against payment in cash
of the respective nominal value;
(b)
admit WISeKey to subscribe for the New ARAGO Shares;
(c)
appoint Carlos Moreira as Managing Director of ARAGO (as the WISeKey nominee pursuant to section 10.1 below);
(d)
adopt the restated articles of association of ARAGO (Gesellschaftsvertrag) as attached hereto as Annex 2.1(d)
(the “Revised Articles”), which shall also include the conversion of all existing Arago Shares into common shares ;
and
(e)
adopt rules of procedure for the management as attached hereto as Annex 2.1(e) (the “RoP Management”).
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2.2
All New ARAGO Shares shall have the right to participate in profits as from the beginning of the year of their respective issuance.
2.3
The ARAGO Shareholders hereby waive any statutory or contractual subscription rights with regards to the New ARAGO Shares.
3.
Subscription of the New ARAGO Shares
3.1
Each of the ARAGO Shareholders undertakes individually for himself vis-à-vis WISeKey to do or cause to be done everything
necessary to implement the resolutions set forth in Section 2.1. Thus, the ARAGO Shareholders undertake in particular to cooperate in
the Capital Increase as described by exercising their voting rights in the Shareholders’ Meeting accordingly and to waive their
right to raise objections to and to challenge the resolutions of the Shareholders’ Meeting.
3.2
WISeKey undertakes vis-à-vis the ARAGO Shareholders (i) to subscribe for all of the New ARAGO Shares assigned to it
as set forth in Section 2.1(b) in the proper and valid form without undue delay (unverzüglich) after the Capital Increase
and the other resolutions set forth in Section 2.1 to have been resolved by the ARAGO Shareholders, and (ii) to pay to ARAGO a cash contribution
in respect of the New ARAGO Shares equal to the aggregate nominal value of the New ARAGO Shares in the amount of EUR 130,736.00 (the “Capital
Contribution”). The Capital Contribution shall be paid within five (5) Business Days after WISeKey has subscribed to (hat
die Übernahme erklärt) the New ARAGO Shares, into the following bank account of ARAGO (the “ARAGO’s Bank
Account”) by irrevocable wire transfer of immediately available funds valued as of the relevant due date and free of any bank
and other charges:
Account holder:
ARAGO GmbH
IBAN :
***
BIC :
***
Bank:
***
Reference:
“Capital Contribution New ARAGO Shares”
Payments shall be made exclusively to ARAGO’s Bank
Account, which shall not have a debit balance immediately prior to the Capital Contribution being effected and until the Capital Increase
has been registered with the Commercial Register. The Capital Contribution paid in respect to the New ARAGO Shares shall not be used for
payments until the Capital Increase has been properly registered with the Commercial Register (and ARAGO guarantees this hereby).
3.3
After (i) subscription of the New ARAGO Shares as set forth in section 3.2 and (ii) receipt of the Capital Contribution by ARAGO as
set forth under Section 3.2 above, ARAGO shall without undue delay apply for registration of all of the resolutions adopted pursuant to
Section 2.1 above (to the extent applicable) with the competent commercial register of ARAGO (the “Commercial Register”)
and shall take all measures and make all declarations necessary and/or appropriate for such resolutions to become effective. The ARAGO
Shareholders shall procure that the Capital Increase and all of the other resolutions adopted pursuant to Section 2.1 above (to the extent
applicable) will be filed for registration and registered with the Commercial Register, respectively. In this respect, the ARAGO Shareholders
shall perform all acts and make all declarations necessary for such registrations with the Commercial Register.
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Exhibit 4.31
Project Leman – arago ISHA
3.4
After registration of the Capital Increase with the Commercial Register, the registered share capital of ARAGO will be held as follows:
Shareholder
Amount
of Shares
Share
Class
Nominal
value per
Share
in EUR
Total Amount of
Share Capital in
EUR
OGARA
79,277
common
shares
1.00
79,277.00
Aquilon
51,459
common
shares
1.00
51,459.00
WISeKey
136,072
common
shares
1.00
136,072.00
Total
266,808.00
3.5
Should the Commercial Register make objections to the Capital Increase or the restatement of the articles of association, the ARAGO
Shareholders undertake, as amongst each other, to remove such objections without undue delay by way of adopting the necessary resolutions
in one or more shareholders’ meetings of ARAGO to be held as soon as possible so that the purpose and intention of the provisions
objected to can be achieved to the furthest extent permissible.
4.
Contribution of CLA Claims
4.1
WISeKey hereby contributes the Convertible Loan in the amount drawn down of CHF 3,400,000.00 to ARAGO’s free capital reserves
in the meaning of section 272 para. (2) no. 4 German Commercial Code (HGB) (andere Zuzahlung in das Eigenkapital) and assigns any
other claims in connection with the Convertible Loan Agreement to ARAGO (the “Contribution”). ARAGO hereby accepts
the aforementioned Contribution. For the avoidance of doubt, with the Contribution becoming effective, WISeKey shall no longer have any
claims whatsoever against ARAGO in connection with the Convertible Loan Agreement.
4.2
The Contribution shall become effective subject to the conditions precedent that the ARAGO Shareholders (i) have resolved on the Capital
Increase and (ii) have adopted the Revised Articles.
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Project Leman – arago ISHA
5.
Further Contribution in Cash
5.1
WISeKey hereby undertakes towards the ARAGO Shareholders to make an additional payment in the amount of CHF 1,600,000 into the free
capital reserves in the meaning of section 272 para. (2) no. 4 German Commercial Code (HGB) (andere Zuzahlung in das Eigenkapital)
(“Further Contribution”) provided, however, that the obligation to do so shall exist only vis-à-vis the ARAGO
Shareholders and that the Company shall not have any claim in its own right to demand payment of or receive this amount (kein Vertrag
zugunsten Dritter i.S.v. § 328 BGB).
5.2
The Further Contribution shall become due and payable to ARAGO’s Bank Account by irrevocable wire transfer of immediately available
funds valued as of the relevant due date and free of any bank and other charges within five (5) Business Days after the ARAGO Shareholders
(i) have resolved on the Capital Increase and (ii) have adopted the Revised Articles.
5.3
If and to the extent WISeKey fails to make the Further Contribution within the time period specified in section 5.2 and within a period
of five (5) Business Days after receipt of a written warning to be issued by the ARAGO Shareholders (in which case WISeKey shall be referred
to as “Defaulting Shareholder”), the applicable number of New ARAGO Shares of the Defaulting Shareholder may be redeemed
(eingezogen) against repayment of the respective nominal amount (Nennwert) (to the extent the applicable New ARAGO Shares
have been issued, the “Redemption Upon Default”) and reinstatement of the Convertible Loan as if the Contribution and
the Further Contribution (if any) had never taken place. Subject to the fulfilment of the conditions specified in this section 5.3 (i.e.
the respective Additional Payments fell due and failure to render the respective Additional Payments in spite of a warning), the Defaulting
Shareholder hereby consents to the Redemption Upon Default of the applicable New ARAGO Shares in the event of non-payment of the outstanding
Further Contribution. In case any further acts, declarations or measures by any Party should be necessary or appropriate in order to implement
the Redemption Upon Default, all Parties shall be obliged and herewith undertake vis-à-vis each other to take any such act or measure
and make any such declaration without undue delay. In particular, upon request by the Company, instead of a redemption the Defaulting
Shareholder shall be obliged to enter into a separate share sale and transfer agreement on a pro rata basis with the ARAGO Shareholders
(as requested by the Company) regarding the sale and transfer of the number of New ARAGO Shares to which the Redemption Upon Default applies,
for a purchase price of EUR 1.00 per Share.
6.
Anti-Dilution Protection
6.1
If at any time after the registration of the Capital Increase with the Commercial Register, due to any issuance of ARAGO Shares to
a third party pursuant to any obligation of Arago towards such third party existing on the date hereof, such as (but not limited to) in
connection with the Harbert Warrant, WISeKey’s equity interest would fall below 51% of the Borrower’s registered share capital,
WISeKey shall have the right to subscribe for such number of additional ARAGO Shares as is necessary to ensure it continues to hold 51%
of ARAGO’s registered share capital subsequently.
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6.2
All Parties hereby undertake to take any further actions and measures and to make all declarations necessary or appropriate in order
to effect the issuance of ARAGO Shares and to implement any capital increase of ARAGO in order to issue the respective ARAGO Shares to
WISeKey in accordance with section 6.1.
7.
Post Signing Covenants
7.1
From the Signing Date until the earlier of (i) the registration of the Capital Increase with the Commercial Register, or (ii) termination
of this Agreement in accordance with Section 14, ARAGO shall (and the ARAGO Shareholders shall procure that ARAGO shall), unless approved
by WISeKey, conduct its business in the ordinary course and not do or agree to do anything which is outside the ordinary course of business.
7.2
WISeKey undertakes to do all in its power that HCB will be elected as a member of WISeKey's board of directors at WISeKey's extraordinary
general meeting to be held on 28 January 2021.
8.
Post Closing Covenants
8.1
All Parties undertake to negotiate and agree on the terms of the Business Combination Agreement as soon as reasonably practicable
after the date hereof.
9.
Guarantees
9.1
The ARAGO Shareholders and HCB hereby guarantee to WISeKey, jointly and not severally, regardless of fault or negligence by way of
an independent guarantee (selbständiges Garantieversprechen) (Section 311 para. 1 BGB) that the following statements (collectively
the “Guarantees” and each a “Guarantee”) are true and accurate in any respect as of the Signing
Date and the date on which the Investment is completed:
(a)
Each of ARAGO, the ARAGO Shareholder and HCB is unconditionally entitled to enter into this Agreement and to fulfil its obligations
resulting from this Agreement.
(b)
Each ARAGO Shareholder is the legal and beneficial owner of the respective Existing ARAGO Shares and holds such Existing ARAGO Shares
in its own name and for its own account.
(c)
The Existing ARAGO Shares held by the respective ARAGO Shareholder are not encumbered.
(d)
The registered share capital of ARAGO has been paid in full. The respective share capital (Stammeinlage) has not been directly
or indirectly repaid (whether openly or concealed) to the relevant ARAGO Shareholder (Rückgewähr von Einlagen). No hidden
contributions in kind (verdeckte Sacheinlagen) have been made. There exist no obligations to make further contributions (Nachschusspflichten).
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Exhibit 4.31
Project Leman – arago ISHA
(e)
Each of the guarantees given pursuant to Annex 9.1(e) hereto continues to be true and accurate.
(f)
All information disclosed by ARAGO, the ARAGO Shareholders and HCB to WISeKey or its representatives as part of the documentation
provided in the Virtual Data Room opened via Dropbox on or about 13 August 2020 or in other written form (the “Due Diligence
Documentation”) is true, complete and not misleading and provides a fair and accurate picture of the business and financial
situation of ARAGO. There is no material fact, which a reasonable investor would use for the assessment of the acquisition of a majority
interest in ARAGO as contemplated under this Agreement, which has not been disclosed in the Due Diligence Documentation.
9.2
The Parties explicitly agree that the Guarantees set forth in Section 9.1 are not granted and shall not be qualified as guarantees
as to quality (Beschaffenheitsgarantien) within the meaning of Sec. 443 and 444 German Civil Code (Bürgerliches Gesetzbuch,
BGB).
9.3
In the event that a Guarantee turns out not to be true, correct and complete as of the Signing Date and the date of completion of
the Investment, the relevant ARAGO Shareholder and HCB shall put WISeKey in such position as WISeKey would has been in had the respective
Guarantee been true, correct and complete, i.e. restitution in kind (Naturalrestitution), or - in case of failing to have
cured the breach of a Guarantee, or curing of a Guarantee being impossible, within a period of six (6) weeks after the notification of
such violation of a Guarantee by WISeKey - WISeKey shall have the right to demand that the relevant ARAGO Shareholders pays monetary damages
pursuant to sections 249 et seq. of the German Civil Code (BGB) to WISeKey in such amount as is necessary to reinstate the respective
Investor in such position as it would have been in had the Guarantee been true, correct and complete.
9.4
WISeKey, prior to entering into this Agreement, has been given the opportunity to conduct a review of the conditions and status of
ARAGO and its business from a commercial, financial and legal perspective based on the Due Diligence Documentation. The liability of the
ARAGO Shareholders to WISeKey for a breach of a Guarantee is excluded to the extent the underlying facts and circumstances to which such
breach of a Guarantee relates were fairly disclosed as part of the Due Diligence Documentation in reasonable detail, thus allowing WISeKey
and/or its advisers to identify and assess the impact of such fact or circumstance on the Guarantees.
9.5
The ARAGO Shareholder’s aggregate liability for monetary damages vis-à-vis WISeKey under or in connection with
this Agreement shall be limited to EUR 5,000,000. All claims for breaches of a Guarantee shall be time-barred (verjähren)
twenty-four (24) months after the registration of the Capital Increase with the Commercial Register.
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9.6
Notwithstanding anything to the contrary herein, nothing in this Agreement shall have the effect of limiting any liability of the
ARAGO Shareholders arising from misconduct (Vorsatz) or fraudulent misrepresentation (arglistige Täuschung).
10.
Management Board; Reserved Matters
10.1
ARAGO shall have two Managing Directors. Each WISeKey and the ARAGO Shareholders (acting jointly) shall have the right to appoint
and remove the Managing Director appointed by it / them. WISeKey hereby appoints Carlos Moreira as Managing Director and the ARAGO Shareholders
hereby appoint HCB as Managing Director.
10.2
The Managing Directors shall have joint power of representation and shall have the responsibilities specified herein, in the Revised
Articles, in the RoP Management, in their respective managing service agreements and under applicable mandatory law and must comply with
instructions and resolutions passed by the shareholders’ meeting of ARAGO. In particular, the Managing Directors shall represent
the Company and shall be responsible for the day to day management of the Business.
10.3
The Managing Directors shall not take any action or measure where any prior approval for such action or measure is required in accordance
with this Agreement, the Revised Articles, RoP Management, and, where a decision of the Shareholders’ Meeting is also required by
statutory law, without such approval having been obtained.
11.
Shareholders’ Meeting; Protective Provisions
11.1
The shareholders in ARAGO will take their resolutions in shareholders’ meetings, which shall take place upon such notice and
at such times as shall be provided in the Articles of Association or via exchange of written documents, if all shareholders consent thereto
in writing (with the action taken in writing), or if all shareholders consent thereto, by means of a telephone conference in which all
shareholders can communicate with each other (with the consents and the action taken during such telephone conference to be confirmed
in writing, signed by the shareholders in the form of a Shareholders` decision and filed in the records of the shareholders). Shareholders'
meetings shall be conducted, and the minutes shall be prepared, in English.
11.2
All resolutions passed inside or outside of a shareholders’ meetings shall be adopted by a simple majority of the votes cast,
unless otherwise provided for by the Revised Articles, this Agreement or the RoP Management. Each ARAGO Share shall grant one vote (i.e.
one vote for each EUR 1.00 of nominal amount subscribed for by the respective shareholder).
11.3
Each of the following decisions and measures shall require a shareholders’ resolution approved by ARAGO Shareholders holding
a majority of at least 75% of the registered share capital of ARAGO:
(a)
Amendments to the Revised Articles, including, but not limited to, increases and decreases of the share capital;
(b)
Dissolution of ARAGO;
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(c)
Transformations (Umwandlungen) of ARAGO;
(d)
Resolutions to exclude a shareholder and/or to authorize a court action to exclude a shareholder of ARAGO, unless the exclusion of
a shareholder is governed by the Revised Articles;
(e)
Conclusion of an agreement to transfer all or substantially all of the assets of ARAGO;
(f)
Resolutions on additional capital contributions to be made by the shareholders to ARAGO;
(g)
Conclusion of profit and loss transfer agreements under which ARAGO is obligated to transfer its profits;
(h)
Conclusion of domination agreements under which ARAGO is the dominated company;
(i)
Nomination or dismissal of any Managing Director, save that no shareholders shall unreasonably withhold consent to the nomination
or dismissal of a Managing Director in accordance with section 10.1;
(j)
Consent to any sale, transfer, assignment or any other disposal (Verfügung) of current or future ARAGO Shares, other than
in accordance with the terms of the Business Combination Agreement;
(k)
Amendment or restatement of the RoP Management;
(l)
Significant changes to the commercial purpose of the Company or any Group Company or significant deviations from the business plan
to be agreed upon in the Business Combination Agreement.
12.
Transfer of Shares
12.1
Any sale, transfer, assignment or any other disposal (Verfügung) of current or future ARAGO Shares and any measures of
an economically comparable effect (including entering into sub-participations or trust agreements and any encumbrance of Shares, merger
according to the German Transformation Act (UmwG) by Shareholders shall require prior approval of the Shareholders’ Meeting
with 75% of the votes cast (except to the extent any such sale, transfer, assignment or other disposal is required by the Business Combination
Agreement, in which case each Party shall be required to cause ARAGO's shareholders to approve such transaction).
12.2
Section 12.1 shall not apply to any sale, transfer, assignment or any other disposal (Verfügung) of current or future
ARAGO Shares and any measures of an economically comparable by an ARAGO Shareholder to any of its Affiliates, however, in each case provided,
that the acquiring party takes over all rights and obligations of the respective shareholder under this Agreement and accedes to this
Agreement.
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13.
Further Assurance
Each
Party shall take all such further steps as may be necessary or requisite to ensure that the provisions of this Agreement shall prevail.
For the avoidance of doubt, such further steps shall include procuring the amendment to or replacement, to the extent necessary
and permitted under applicable law, of any conflicting provision in the Revised Articles or in WISeKey’s Articles of Association
in order to give effect to the provisions of this Agreement.
14.
Term
This Agreement is entered into for an indefinite time period
and can only be terminated for cause (aus wichtigem Grund).
15.
Confidentiality
15.1
Each Party shall keep confidential the existence and terms of this Agreement and all information received or obtained as a result
of negotiating, preparing, executing, performing or implementing it, which relates to any other Party or any agent or sub-contractor acting
on its behalf as well as any other information of the other Parties that is marked as confidential or that by the nature and content of
the information can reasonably be deemed confidential (“Confidential Information”). Neither Party shall use such Confidential
Information for any purpose other than to perform its obligations or exercise its rights under this Agreement and within the cooperation
for the benefits of ARAGO.
15.2
Notwithstanding the other provisions herein, either Party may disclose confidential information if and to the extent:
(a)
required by law;
(b)
required by any regulatory or governmental or other authority with relevant powers to which either Party is subject or submits (whether
or not the authority has the force of law);
(c)
required to enforce any of the rights of that Party in this Agreement;
(d)
required on a need-to-know basis by its professional advisers, officers, employees, consultants, sub-contractors or agents to provide
their services (but subject to them being bound by similar confidentiality duties, and in any event the Party shall be liable for any
breach of that third party);
(e)
that information is in or has come into the public domain through no fault of that Party;
(f)
that information is lawfully received from a third party who is not or was not bound in any confidential relationship with any Party;
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(g)
the other Parties have given prior written consent to the disclosure; or
(h)
it is necessary to obtain any relevant tax clearances from any appropriate tax authority.
15.3
Further, any of the Parties may disclose this Agreement to its (and its Related Parties) advisory boards, shareholders and/or investors
provided that they are bound by similar confidentiality duties and, to the extent a Party is entitled to assign its rights and obligations
hereunder, such Party may disclose to a proposed assignee (and its professional advisors) information in its possession relating to the
provisions of this Agreement and the negotiations relating to it which is necessary to disclose for the purposes of the proposed assignment,
but such persons shall be subject to confidentiality duties at least to the same extent than those contained herein.
15.4
Any further press release or a similar voluntary announcement in view of the transaction contemplated under this Agreement and/or
the Financing Round by either Party requires the prior approval of the other Parties.
16.
Transaction Costs
Each Party shall bear its own legal and other costs and expenses
in relation to this Agreement and the measures described in this Agreement, including (without being limited to) the negotiation of this
Agreement. ARAGO shall bear the costs of the notarization of this Agreement.
17.
Assignment; No Set-off
17.1
The assignment of claims resulting from or in connection with this Agreement requires the consent of the other Parties.
17.2
No Shareholder shall be entitled to set-off any claims in connection with this Agreement unless such claims are based on a final and
binding judgement or have been acknowledged by the respective other Parties.
18.
Notices
Unless otherwise agreed on a case by case basis or expressly
otherwise in this Agreement, any notice required to be given hereunder by one Party to the other(s) shall be (i) by ordinary post to the
registered address and/or (ii) by e-mail to the respective address as set forth in Annex 18. To the extent written form
is required under this Agreement it shall suffice if a signed copy of the respective document is transmitted pursuant to the preceding
sentence as an electronic copy in a customary format (e.g., pdf-copy) via email. In addition to the foregoing provisions, declarations
are being considered to have been received if having been delivered to a Party pursuant to the general rules under German law regarding
the receipt of declarations. Addresses can be changed by either Party subject to fifteen (15) Business Days prior notice to the others.
All notices shall be in German or English language.
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19.
Final Provisions
19.1
In the event that individual provisions of this Agreement should in their entirety or partially be or become invalid or impracticable,
the validity of the remaining provisions of the Agreement shall not be affected. Instead of the invalid or impracticable provision such
reasonable provision shall apply which corresponds as closely as legally possible to what the Parties – if they had considered the
matter initially in light of such invalidity or impracticability – would have agreed according to the sense and purpose of this
Agreement. The same shall apply to unintended omissions. It is the explicit intent of the Parties that the severability clause in this
Section 19.1 shall not be construed as a mere reversal of the burden of proof (Beweislastumkehr) but rather as a contractual exclusion
of Sec. 139 German Civil Code (Bürgerliches Gesetzbuch) in its entirety.
19.2
This Agreement, including the preamble, the Annexes (and the documents referred to in them) are fully binding on the Parties, constitute
the entire agreement between, and understanding of, the Parties with respect to the subject matter of this Agreement and the present transaction
and supersedes any prior written or verbal statement of intent, understanding or agreement between the Parties in relation thereto.
19.3
No modification or amendment to this Agreement, including this provision, and any waiver under this Agreement shall be valid unless
made in writing, except where a stricter form (e.g., notarization) is required under applicable law.
19.4
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany without giving effect
to any conflict of law provisions and excluding the United Nations Convention on the Contracts of the International Sale of Goods (CISG).
19.5
The courts of Frankfurt am Main (Germany) shall have exclusive jurisdiction to settle any disputes arising under or in connection
with this Agreement.
* * *
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Annex 2.1 (d)
to Investment and Shareholders’ Agreement
Revised Articles
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SATZUNG / ARTICLES OF ASSOCIATION
arago GmbH
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I. ALLGEMEINE BESTIMMUNGEN
I.
GENERAL PROVISIONS
1.
Firma, Sitz, Geschäftsjahr und Dauer
1
Company Name, Seat, Financial Year and Duration
1.1
Die Firma der Gesellschaft lautet:
1.1
The Company's name is: arago GmbH.
1.2
Die Gesellschaft hat ihren Sitz in Frankfurt am Main, Deutschland.
1.2
The Company's registered seat is Frankfurt am Main, Germany.
1.3
Das Geschäftsjahr der Gesellschaft entspricht dem Kalenderjahr.
1.3
The financial year of the Company is the calendar year.
1.4
Die Gesellschaft wird auf unbe-stimmte Zeit errichtet.
1.4
The Company shall be established for an indefinite period of time.
2.
Gegenstand des Unternehmens
2
Object of the Company
2.1
Gegenstand des Unternehmens ist die Entwicklung, die Herstellung und der Vertrieb von Software; die Erstellung, die Umsetzung, der Vertrieb und die Implementierung von Konzepten und Systemlösungen zur elektronischen Datenverarbeitung, einschließlich al-ler zugehörigen Leistungen, insbeson-dere der Vertrieb, die Wartung und die Reparatur von EDV-Systemen jeder Art, die Schulung und Einweisung so-wie die Bereitstellung von Netz- und Kommunikationstechnik und die Be-ratung im Zusammenhang mit Soft-und Hardwaresystemen. Ausgenom-men ist jegliche Beratung, die einer speziellen Genehmigung bedarf, wie insbesondere die Rechts- und Steuer beratung oder erlaubnispflichtige Fi-nanzdienstleistungen.
2.1
The object of the Company is the development, production and distribution of software, the production, realization, distribution and implementation of concepts and system solutions for electronic data processing, including all related services, in particular distribution, maintenance and repair of EDP-systems of all kinds, the training and instruction as well as the provision of network and communication technology and the consultation in connection with soft- and hardware systems. Any consultation that requires special authorisation, as, notably, legal and tax advice or financial services requiing a permit, are excluded.
2.2
Die Gesellschaft kann unmittelbar o-der mittelbar alle Geschäfte betreiben und Handlungen vornehmen, die ge-eignet sind, dem Gesellschaftszweck zu dienen. Die Gesellschaft ist insbe-sondere dazu berechtigt, Beteiligun-gen an anderen Unternehmen gleicher oder ähnlicher Art in Deutschland oder im Ausland zu erwerben, zu halten, zu verwalten oder zu verkaufen und sol-che Unternehmen vollständig zu über-nehmen, zu halten, zu verwalten oder zu verkaufen. Sie darf insbesondere in Deutschland oder im Ausland Toch-tergesellschaften gründen, erwerben oder verkaufen oder Zweigniederlas-sungen gründen.
2.2
The Company may directly and indirectly engage in all activities which are suitable for serving the object of the Company. The Company
may, in particular, acquire, hold, manage or sell interests in enterprises with the same or a similar object in Germany and abroad and
acquire, hold, manage or sell such enterprises in whole. It may, in particular, establish, acquire or sell subsidiaries or establish
branches in Germany or abroad.
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II. STAMMKAPITAL, GESCHÄFTSAN- TEIL
II.
SHARE CAPITAL, SHARES
3.
Stammkapital, Geschäftsanteile
3
Share Capital, Shares
3.1
Das Stammkapital der Gesellschaft beträgt EUR 266.808,00 (in Worten: zweihundertsechsundsechzigtausend achthundertacht Euro). Das Stammka-pital ist eingeteilt in 266.808 Ge-schäftsanteile mit einem Nennbetrag von jeweils EUR 1,00 (jeweils ein "ANTEIL").
3.1
The share capital of the Company amounts to EUR 266,808.00 (in words: two hundred sixty six thousand eight hundred eight Euro). The share capital of the Company is divided into 266,808 shares with a nominal amount of EUR 1.00 each (each a "SHARE").
3.2
Die Stammeinlagen wurden vollstän-dig erbracht. Die Gesellschafter kön-nen durch Gesellschafterbeschluss mehrere vollständig eingezahlte AN-TEILE zusammenlegen.
3.2
The initial capital contributions have been fully paid. The shareholders may consolidate several fully paid SHARES by shareholders' resolution.
3.3
Die Geschäftsführung ist ermächtigt, das Stammkapital der Gesellschaft in-nerhalb von fünf Jahren ab Eintragung der Ermächtigung in das Handelsregis-ter durch Ausgabe neuer Geschäftsan-teile gegen Bareinlagen einmalig oder mehrmals, insgesamt jedoch höchstens um EUR 7.029 zu erhöhen („Geneh-migtes Kapital 1“). Das Bezugsrecht der Gesellschafter ist ausgeschlossen. Zum Bezug der Geschäftsanteile ist al-lein die Harbert European Growth Capital Fund II SCSp zugelassen. Die Ge-schäftsführung ist ermächtigt, nach pflichtgemäßem Ermessen alle zur Durchführung einer Kapitalerhöhung notwendigen und angemessenen Maß-nahmen zu treffen, insbesondere die Höhe der Nennbeträge der Geschäfts-anteile, die Personen der Übernehmer und die Bedingungen der Übernahme der Geschäftsanteile festzulegen, so-weit die Gesellschafter insoweit keine Anweisungen erteilt haben. Die Ge-schäftsführung ist ferner ermächtigt, die Bestimmung der Satzung über die Höhe des Stammkapitals entsprechend dem Umfang einer Kapitalerhöhung zu ändern.
3.3
The management is hereby authorized to increase the share capital of the Company within five years after registration of the authorization
with the commercial register by issuance of new shares against payment in cash once or several times up to an aggregate amount of EUR
7,029 (“Authorized Capital 1”). The statutory subscription right of the shareholders is excluded. Solely Harbert European
Growth Capital Fund II SCSp shall be admitted to subscribe to these shares. The management is authorized, at its best discretion, to
take all necessary and appropriate measures to carry out a capital increase, in particular the amount of the nominal amounts of the shares,
the persons of the transferees and the terms of the takeover of the shares, insofar as the shareholders have given no instructions. The
management is further authorized to amend the Articles of Association regarding the amount of the share capital in accordance with the
extent of a capital increase.
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3.4
Die Geschäftsführung ist ermächtigt, das Stammkapital der Gesellschaft in-nerhalb von fünf Jahren ab Eintragung der Ermächtigung in das Handelsregis-ter durch Ausgabe neuer Geschäftsan-teile gegen Bareinlagen einmalig oder mehrmals, insgesamt jedoch höchstens um EUR 7.316 zu erhöhen („Geneh-migtes Kapital 2“). Das Bezugsrecht der Gesellschafter ist ausgeschlossen. Zum Bezug der Geschäftsanteile ist al-lein die WISeKey International Holding AG, zugelassen. Die Ausübung des Bezugsrechts durch WISeKey International Holding AG setzt voraus, dass Harbert European Growth Capital Fund II SCSp ihr Recht auf Bezug von Geschäftsanteilen aus dem Genehmig-ten Kapital 1 ausgeübt hat. Die Ge-schäftsführung ist ermächtigt, nach pflichtgemäßem Ermessen alle zur Durchführung einer Kapitalerhöhung notwendigen und angemessenen Maß-nahmen zu treffen, insbesondere die Höhe der Nennbeträge der Geschäfts-anteile, die Personen der Übernehmer und die Bedingungen der Übernahme der Geschäftsanteile festzulegen, so-weit die Gesellschafter insoweit keine Anweisungen erteilt haben. Die Ge-schäftsführung ist ferner ermächtigt, die Bestimmung der Satzung über die Höhe des Stammkapitals entsprechend dem Umfang einer Kapitalerhöhung zu ändern.
3.4
The management is hereby authorized to increase the share capital of the Company within five years after registration of the authorization
with the commercial register by issuance of new shares against payment in cash once or several times up to an aggregate amount of EUR
7,316 (“Authorized Capital 2”). The statutory subscription right of the shareholders is excluded. Solely WISeKey International
Holding AG shall be admitted to subscribe to these shares. The subscription to the shares shall be subject to the exercise by Harbert
European Growth Capital Fund II SCSp of its subscription rights under the Authorized Capital 1. The management is authorized, at its
best discretion, to take all necessary and appropriate measures to carry out a capital increase, in particular the amount of the nominal
amounts of the shares, the persons of the transferees and the terms of the takeover of the shares, insofar as the shareholders have given
no instructions. The management is further authorized to amend the Articles of Association regarding the amount of the share capital
in accordance with the extent of a capital increase.
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III. ORGANE DER GESELLSCHAFT
III. CORPORATE BODIES
4.
Organe der Gesellschaft
4
Corporate Bodies
4.1
Die
Gesellschaft hat die folgenden Organe:
i. die Geschäftsführung; und
ii. die Gesellschafterversammlung.
4.1
The Company has the following corporate bodies:
(i)
the management board; and
(ii)
the shareholders' meeting.
4.2
Die Gesellschafterversammlung kann jederzeit die Einrichtung eines freiwil-ligen Beirats oder eines vergleichba-ren Gremiums beschließen, der die Geschäftsführung der Gesellschaft überwacht und/oder berät. Die Ent-scheidung über die Einrichtung und Auflösung des freiwilligen Beirats o-der vergleichbaren Gremiums und seiner Governance (einschließlich seiner Geschäftsordnung) wird mit einer Mehrheit von 75% der abgegebenen Stimmen getroffen.
4.2
The shareholders' meeting can at any time decide to establish a voluntary advisory board or similar body supervising and/or advising the management of the Company. Any decision regarding the establishment and cancellation of the voluntary advisory board of similar body and its governance (including its by-laws) shall be taken with a majority of 75% of the votes cast
IV. GESCHÄFTSFÜHRUNG UND GESCHÄFTSFÜHRER
V. MANAGEMENT BOARD AND MANAGING DIRECTORS
5.
Pflichten und Zusammensetzung der Geschäftsführung
5
Duties and Composition of the Management Board
5.1
Die
Geschäftsführung wird durch Be-schluss der Gesellschafterversamm-lung bestellt. Solange WISeKey International Holding AG Gesellschaf-terin
ist, hat sie das Recht einen Ge-schäftsführer zu benennen, der von der Gesellschafterversammlung zu wäh-len ist. Solange
OGARA GmbH und/oder Aquilon Invest GmbH Ge-sellschafter sind, haben sie jeweils ge-meinsam bzw. bei Ausscheiden einer von ihnen, die
verbleibende Gesell-schafterin, das Recht einen Geschäfts-führer zu benennen, der von der Ge-sellschafterversammlung zu wählen
ist. Die Abberufung der nach Satz 2 und Satz 3 gewählten Geschäftsführer erfolgt jederzeit auf Verlangen des je-weils
zur Benennung berechtigten Ge-sellschafters. Die Wahl weiterer Ge-schäftsführer oder die Abberufung sol-cher Geschäftsführer
bedarf eines Be-schlusses der Gesellschafterversamm-lung mit einer Mehrheit von 75% der abgegebenen Stimmen.
5.1
The management board shall be appointed by resolution of the shareholders’ meeting. As long as WISeKey International Holding AG
is a shareholder it shall be entitled to appoint one managing director to be resolved upon by the shareholders’ meeting. As long
as OGARA GmbH and/or Aquilon Invest GmbH are shareholders they shall be jointly – or in case one of them ceases to be a shareholder
the other - entitled to appoint one managing director to be resolved upon by the shareholders’ meeting. The removal of any managing
director appointed pursuant to Sentences 2 and 3 hereof shall be resolved upon at any time upon request of the shareholder(s) that appointed
such managing director. The appointment of any further directors or their removal shall require a resolution taken with a majority of
75% of the votes cast.
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5.2
Die
Geschäftsführung ist verpflichtet, die Geschäfte der Gesellschaft in Übereinstimmung mit dem Gesetz, dieser Satzung
in ihrer jeweils gültigen Fassung, ihren Dienstverträgen, den Beschlüssen und Anordnungen der Gesellschafter und der Geschäftsord-nung
für die Geschäftsführung, wie sie durch die Gesellschafter erlassen wurde, zu führen.
5.2
The management board shall be obliged to manage the affairs of the Company in compliance with the law, these articles of association as applicable from time to time, their service contracts, the resolutions and instructions of the shareholders and the rules of procedure for the management board as adopted by the shareholders.
5.3
Die Gesellschafterversammlung kann einen Vorsitzenden der Geschäftsfüh-rung der Gesellschaft ernennen, der als Vorsitzender der Geschäftsführung fungiert, die Gesellschaft nach außen vertritt und die Geschäftsverteilung unter den Geschäftsführern festlegt.
5.3
The shareholders' meeting may appoint a chief executive officer of the Company who acts as the chairman of the management board, represents the Company in its external affairs and determines responsibilities among the managing directors.
5.4
Die Gesellschafterversammlung hat einen Katalog zustimmungspflichtiger Maßnahmen zu erlassen, für deren Vornahme die Geschäftsführung die vorherige Zustimmung der Gesell-schafterversammlung mit einer Mehr-heit von 75% der abgegebenen Stim-men bedarf.
5.4
The shareholders' meeting shall adopt a catalogue of matters for which the managing directors require the prior consent of the shareholders'
meeting with a majority of 75% of the votes cast.
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6.
Vertretung der Gesellschaft
6
Representation of the Company
6.1
Die Gesellschaft wird gemeinschaft-lich durch zwei Geschäftsführer oder gemeinschaftlich durch einen Ge-schäftsführer und einen Prokuristen vertreten. Ist nur ein Geschäftsführer bestellt so vertritt er/sie die Gesell-schaft allein.
6.1
The Company shall be represented by two managing directors acting jointly or by one managing director acting jointly with an authorized signatory. If only one managing director is appointed, he/she shall represent the Company solely.
6.2
Die
Gesellschafterversammlung kann einem, mehreren oder allen Geschäfts-führern Einzelvertretungsmacht ertei-len und einen,
mehrere oder alle Ge-schäftsführer allgemein oder für den Einzelfall vom Verbot des In-sich-Ge schäfts und/ oder
der Mehrfachvertretung gemäß § 181 BGB befreien.
6.2
The shareholders' meeting may confer power of sole representation to one, to more or to all of the managing directors and may release one, more or all managing directors in general or for an individual case from the restrictions of self-dealing and/or multiple representation pursuant to section 181 German Civil Code (BGB).
6.3
Dieser Abschnitt 6 gilt für Liquidato-ren der Gesellschaft entsprechend.
6.3
This Section 6 shall apply to liquidators of the Company mutatis mutandis.
VI. GESELLSCHAFTER-VERSAMMLUN-GEN UND GESELLSCHAFTERBE-SCHLÜSSE
VII. SHAREHOLDERS' MEETINGS AND RESOLUTIONS
7.
Gesellschafterversammlung
7
Shareholders' Meeting
7.1
Gesellschafterversammlungen werden durch die Geschäftsführer einberufen. Jeder Geschäftsführer hat – auch im Falle der Gesamtvertretung – die Be-fugnis, eine Gesellschafterversamm-lung alleine einzuberufen.
7.1
Shareholders' meetings shall be called by the managing directors. Each managing director – even in case of joint representation – shall have sole power to convene a shareholders' meeting.
7.2
Die Gesellschafterversammlung wird mit einer Frist von zwei Wochen durch Einschreiben oder Kurierdienst mit Eingangsbestätigung oder per Telefax oder Email unter Angabe des Ortes, des Datums und der Tagesordnung der Gesellschafterversammlung einberu-fen. Bei der Berechnung der oben ge-nannten Einberufungsfrist werden der Tag der Absendung der Einberufung und der Tag der Gesellschafterver-sammlung nicht mitgerechnet. In drin-genden Fällen kann die Einberufungs-frist entsprechend abgekürzt werden.
7.2
The shareholders' meeting shall be called with two weeks’ prior notice by registered mail or express courier with confirmation
receipt or by facsimile or email, stating the place, the date and the agenda of the meeting. For the purpose of calculating the above
notice period the day of dispatch of the convening notice and the day of the shareholders' meeting shall not be counted. In urgent cases,
the notice period may be shortened appropriately.
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7.3
Die Gesellschafterversammlung findet am Sitz der Gesellschaft statt.
7.3
The shareholders' meeting shall be held at the registered seat of the Company.
7.4
Eine
jährlich stattfindende ordentliche Gesellschafterversammlung wird in-nerhalb von sechs Monaten nach dem Ende des Geschäftsjahres
abgehalten. Diese ordentliche Gesellschafterver-sammlung hat mindestens über die fol-genden Punkte zu entscheiden:
7.4
An
annual ordinary shareholder's meeting shall take place within six months after the end of the financial year. That ordinary
shareholders' meeting shall, at a minimum, pass resolutions on the following:
i.
Genehmigung des geprüften Jahresabschlusses und ggfs. Bil-ligung des geprüften
Konzern-abschlusses;
i.
Approval of the audited annual financial statements and approval of the audited consolidated group financial statements;
ii.
Verwendung des jährlichen Ge-winns oder Verlustes; und
ii.
use of annual profits or losses; and
iii.
(iii) Wahl des Abschlussprüfers.
iii.
election of the auditor.
7.5
Eine Gesellschafterversammlung ist beschlussfähig, wenn sie ordnungsge-mäß einberufen wurde und mindestens 90% des Stammkapitals vertreten sind. Ist die Gesellschafterversammlung nicht beschlussfähig, muss unverzüg-lich, aber nicht früher als sieben Tage nach der ersten Gesellschafterver-sammlung, eine zweite Gesellschafter-versammlung einberufen werden. Diese Gesellschafterversammlung ist beschlussfähig unabhängig vom dabei vertretenen Stammkapital, wenn auf diesen Umstand in der Einberufungs-mitteilung hingewiesen worden ist. In dringenden Fällen kann die Einberu-fungsfrist auf vier Tage verkürzt wer-den.
7.5
A shareholders' meeting has a quorum if it has been duly called and at least 90% of the share capital is represented. If there is no
quorum, a second shareholders' meeting with the same agenda must be called without undue delay, but no earlier than seven days after
the first shareholders' meeting. This shareholders' meeting then constitutes a quorum regardless of the share capital represented, if
this fact is pointed out in the notice calling the meeting. In urgent cases, the notice period may be shortened to four days.
32
Exhibit 4.31
Project Leman – arago ISHA
7.6
Jede Gesellschafterversammlung kann auch per Telefon, Videokonferenz, Telefonkonferenz oder einer Kombi-nation davon abgehalten werden. Jeder Gesellschafter kann eine andere Person ernennen, die ihn in der Gesell-schafterversammlung vertritt; die Vollmacht ist schriftlich (Textform) im Sinne von § 126b BGB zu erteilen. Bevollmächtigte können ein leitender Angestellter oder ein Mitarbeiter des jeweiligen Gesellschafters oder eines seiner verbundenen Unternehmen ge-mäß § 15 AktG, die anderen Gesell-schafter oder ein Rechtsanwalt, Steu-erberater oder Wirtschaftsprüfer sein, welche geeigneten Verschwiegen-heitsvereinbarungen oder gesetzlichen Verschwiegenheitspflichten unterlie-gen.
7.6
Any shareholders' meeting may be held by telephone, video conference, telephone conference or combinations thereof. Each shareholder may appoint another person to represent it at a shareholders' meeting; the power of attorney shall be issued in writing in the meaning of section 126b German Civil Code (BGB). Proxy might be an officer or employee of the respective shareholder or any of its Affiliates in the sense of section 15 Stock Corporation Act (AktG), the other shareholders or an attorney, tax advisor or accountant subject to appropriate confidentiality undertakings or statutory professional confidentiality obligations.
7.7
Die Gesellschafterversammlung wählt einen Vorsitzenden. Der Vorsitzende führt den Vorsitz in den Gesellschaf-terversammlungen und bestimmt die Reihenfolge, in welcher die Tagesord-nungspunkte behandelt werden sowie die Art der Stimmabgabe. Er oder sie darf die Anwesenheit von Experten und externen Informanten zulassen, soweit er oder sie deren Anwesenheit für die Aufklärung der Gesellschafter für erforderlich oder angebracht hält. Der Vorsitzende kann darüber hinaus einen Protokollführer benennen; an-dernfalls führt er selbst das Protokoll.
7.7
The shareholders' meeting elects a chairman. The chairman shall chair the shareholders' meeting and determine the order in which the items of the agenda are dealt with as well as the manner of voting. He or she may allow the presence of experts and external informants, in so far as he or she deems their presence necessary or appropriate for the information of the shareholders. The chairman may furthermore designate someone as a minute taker; otherwise minutes are to be taken by the chairman.
8.
Gesellschafterbeschlüsse
8
Shareholders' Resolutions
8.1
Die Gesellschafter fassen ihre Be-schlüsse in Gesellschafterversamm-lungen. Die Gesellschafter dürfen ihre Beschlüsse auch schriftlich, per E-Mail oder Fax im Umlaufverfahren o-der im direkten Abstimmungsverfah-ren fassen, wenn Gesellschafter, die zumindest 90% des Stammkapitals vertreten, diesem Verfahren zustim-men oder an der Abstimmung teilneh-men.
8.1
Shareholders' resolutions shall be passed in a shareholders' meeting. The shareholders may also adopt resolutions in writing, via
e-mail or facsimile by circular or direct voting procedure if shareholders representing a majority of at least 90% of the share capital
consent to such procedure or participate in passing the resolution.
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Exhibit 4.31
Project Leman – arago ISHA
8.2
Gesellschafterbeschlüsse werden mit der Mehrheit der abgegebenen Stim-men gefasst, sofern nicht das Gesetz und/oder diese Satzung eine qualifi-zierte Mehrheit erfordert.
8.2
Shareholders' resolutions are passed with a majority of the votes cast unless a qualified majority is required by mandatory law or by these Articles.
8.3
Jeder ANTEIL gewährt eine Stimme.
8.3
Each SHARE shall entitle to one vote.
8.4
Soweit bezüglich eines Gesellschafter-beschlusses keine notarielle Nieder-schrift erforderlich ist, ist jeder der von der Gesellschafterversammlung ge-fassten Beschlüsse (zu Beweiszwe-cken, nicht als Wirksamkeitsvoraus-setzung) in das Protokoll aufzuneh-men (außer die schriftlichen Be-schlüsse, die in Schriftform gefasst werden). Das Protokoll wird durch den Vorsitzenden und – falls ein Protokoll-führer ernannt wurde – durch diesen unterzeichnet. Eine Abschrift des Pro-tokolls ist jedem Gesellschafter unver-züglich zuzusenden. Die Anfechtbar-keit oder Nichtigkeit eines Gesell-schafterbeschlusses darf nur innerhalb einer Frist von zwei Monaten nach der Zustellung des Protokolls oder der no-tariellen Niederschrift oder eines schriftlichen Gesellschafterbeschlus-ses geltend gemacht werden.
8.4
Unless a notarial record is required, minutes (for purposes of proof, not as a condition for validity) are taken for every shareholders' resolution (other than for written resolutions passed in writing). The minutes shall be signed by the chairman and – if a minute taker has been designated – by the minute taker. A copy of the minutes shall be forwarded to each shareholder without undue delay. The voidability or invalidity of a shareholders' resolution may only be asserted within a time limit of two months after the delivery of the minutes or the notarial record or the written shareholders resolution.
8.5
Die Gesellschafter werden, soweit dies gesetzlich zulässig ist, von den Stimm-rechtsbeschränkungen des § 47 Abs. 4 GmbHG befreit.
8.5
The shareholders shall, to the extent legally possible, be released from the voting restrictions set forth in section 47 para. 4 German Limited Liability Companies Act (GmbHG).
VII. JAHRESABSCHLUSS UND ERGEBNISVERWENDUNG
VII. ANNUAL ACCOUNTS AND USE OF PROFITS
9.
Jahresabschluss
9
Annual Accounts
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Exhibit 4.31
Project Leman – arago ISHA
9.1
Die Geschäftsführer haben den Jahres-abschluss innerhalb der ersten drei Monate nach Abschluss des Ge-schäftsjahres aufzustellen und dem Abschlussprüfer unverzüglich zur Prü-fung vorzulegen.
9.1
The annual financial statements shall be prepared by the managing directors within the first three months following the end of the financial year and shall be submitted without undue delay to the auditor for review.
9.2
Der Jahresabschluss ist unverzüglich nach Erhalt des Prüfungsberichts des Abschlussprüfers gemeinsam mit ei-ner Abschrift des Prüfungsberichts und einem Vorschlag zur Ergebnisver-wendung den Gesellschaftern zuzu-senden.
9.2
The annual financial statements shall be forwarded without undue delay to the shareholders upon receipt of the audit report of the auditor, together with a copy of the audit report and a proposal for the use of the profits or losses.
9.3
Die Gesellschafterversammlung hat innerhalb der gesetzlich vorgeschrie-benen Fristen über die Bewilligung des Jahresabschlusses und die Ge-winnverwendung zu beschließen.
9.3
The shareholders' meeting shall adopt a resolution on the approval of the annual financial statements within the time periods required by law, as well as the appropriation of profits.
VIII. ABTRETUNG
VIII. TRANSFER OF SHARES
10.
Abtretung von Geschäftsanteilen
10
Disposition of Shares
Jede Verfügung (ausgenommen im Erbfall) über einen ANTEIL bedarf zu ihrer Wirksamkeit der schriftli-chen Zustimmung der Gesellschaf-terversammlung mit einer Mehrheit von 90% der abgegebenen Stimmen.
The disposition (except for a succession by operation of law) of a SHARE shall require the written consent of the shareholders' meeting with a majority of 90% of the votes cast in order to be valid.
IX. SCHLUSSBESTIMMUNGEN
IX. FINAL PROVISIONS
11.
Bekanntmachungen
11
Notifications
Die Bekanntmachungen der Gesellschaft erfolgen im Bundesanzeiger der Bundesrepublik Deutschland
Notifications of the Company are made in the Federal Gazette of the Federal Republic of Germany
12.
Schiedsklausel
12
Arbitration
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Exhibit 4.31
Project Leman – arago ISHA
12.1
Alle Streitigkeiten, Ansprüche oder Meinungsverschiedenheiten zwischen den Gesellschaftern oder der Gesell-schaft und ihren Gesellschaftern, die sich auf diese Satzung beziehen oder aus dieser oder im Zusammenhang mit dieser Satzung entstehen, einschließ-lich aller Fragen bezüglich ihrer Ent-stehung, Existenz, Gültigkeit, Wirk-samkeit, Durchsetzbarkeit, Durchfüh-rung, Auslegung, Verletzung oder Be-endigung sind unter Ausschluss jegli-cher staatlicher Gerichtsbarkeit (mit Ausnahme von Verfahren zum vo-rübergehenden oder vorläufigen Rechtsschutz) durch ein Schiedsver-fahren nach den Regeln der Schiedsge-richtsordnung (DIS-SchO) und den Ergänzenden Regeln für gesellschafts-rechtliche Streitigkeiten (DIS-ERGeS) der Deutschen Institution für Schieds-gerichtsbarkeit e.V. (DIS), in der je-weils geltenden Fassung, endgültig beizulegen. Das Schiedsgericht hat aus drei Schiedsrichtern zu bestehen. Der Ort des Schiedsverfahrens ist Frank-furt/Main. Die Sprache des Schieds-verfahrens ist Englisch, wobei keine Vertragspartei verpflichtet ist, dem Schiedsgericht englische Übersetzun-gen von Dokumenten in deutscher Sprache, die zu Beweiszwecken vor-gelegt werden, zur Verfügung zu stel-len. Ein Gesellschafter, der seine Stel-lung als Gesellschafter der Gesell-schaft verliert, bleibt weiterhin an diese Schiedsklausel gebunden.
12.1
Any dispute, claim or controversy between the shareholders or the Company and its shareholders relating to, arising out of, or in connection with these articles of association, including any question regarding its formation, existence, validity, effectiveness, enforceability, performance, interpretation, breach, or termination, shall be finally resolved under exclusion of any state court's competence (except for proceedings for temporary or interlocutory relief), by arbitration in accordance with arbitration ordinance (DIS-SchO) and the additional rules for corporate disputes (DIS-ERGeS) of the Deutsche Institution für Schiedsgerichtsbarkeit e.V. (DIS), in each case as applicable from time to time. The arbitral tribunal shall consist of three arbitrators. The place of arbitration shall be Frankfurt/Main. The language to be used in the arbitration proceedings shall be English, provided that no shareholder shall be under an obligation to provide to the arbitral tribunal English translations of any documents in the German language that are submitted for evidence purposes. A shareholder who ceases to be a shareholder of the Company remains bound by this arbitration clause.
12.2
Rechtsstreitigkeiten zwischen Gesell-schaftern, welche sich nicht unmittel-bar auf ihre Mitgliedschaft in der Ge-sellschaft beziehen, aber die aus oder im Zusammenhang mit ihrer Stellung als Gesellschafter erhoben werden, sollen vor einem Schiedsgericht in Übereinstimmung mit der Schiedsge-richtsordnung der Deutschen Institution für Schiedsgerichtsbarkeit e.V. (DIS), in der jeweils geltenden Fas-sung, endgültig beigelegt werden.
12.2
Legal disputes between shareholders which do not directly refer to their membership in the Company but which are raised under or in connection
with their position as shareholders shall be finally resolved by an arbitral court in accordance with the arbitration rules of the Deutsche
Institution für Schiedsgerichtsbarkeit e.V. (DIS), as applicable from time to time.
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Exhibit 4.31
Project Leman – arago ISHA
12.3
Wenn und soweit nach zwingendem Recht eine Angelegenheit resultierend aus oder in Zusammenhang mit dieser Satzung oder ihrer Durchführung der staatlichen Gerichtsbarkeit unterliegt, liegt die ausschließliche Zuständigkeit für solche Streitigkeiten bei den Ge-richten in Frankfurt/Main.
12.3
If and to the extent, pursuant to any mandatory law, a matter under or in connection with these articles of association or its implementation
is subject to the jurisdiction of a state court, the courts in Frankfurt/Main shall have exclusive jurisdiction over any such matter.
13.
Salvatorische Klausel
13
Severability
Falls eine Bestimmung dieser Satzung unwirksam oder undurchführbar sein sollte, wird dadurch die Gültigkeit der übrigen Bestimmungen nicht berührt. Anstelle der unwirksamen oder un-durchführbaren Bestimmung werden die Gesellschafter diejenige wirksame und durchführbare Bestimmung ver-einbaren, welche dem durch die un-wirksame oder undurchführbare Be-stimmung verfolgten wirtschaftlichen Zweck am nächsten kommt. Das glei-che gilt entsprechend im Falle einer Regelungslücke in dieser Satzung. Falls die Unwirksamkeit, Undurch-führbarkeit oder Regelungslücke echte Bestandteile dieser Satzung betrifft, muss die nach den Sätzen 2 und 3 ver-einbarte Regelung in Übereinstim-mung mit § 53 Abs. 2 GmbHG verein-bart werden.
If any provision of these articles of association is invalid or unenforceable, the remaining provisions shall remain unaffected. In lieu
of the invalid or unenforceable provision the shareholders will agree on such valid and enforceable provision that comes closest to the
economic intention pursued by the invalid or unenforceable provision. The aforesaid shall apply mutatis mutandis to any gap in
these articles of association. If the invalidity, unenforceability or omission relates to genuine parts of these articles of association,
the agreed provision pursuant to sentence 2 and 3 must be agreed in accordance with section. 53 para. 2 German Limited Liability Companies
Act (GmbHG).
14.
Sprache
14
Language
Maßgeblich ist die deutsche Fassung dieser Satzung. Die englische Überset- zung dient nur zu Übersetzungszwevcken
The German version of these articles of association shall be binding. The English translation is for translation purposes only.
37
Exhibit 4.31
Project Leman – arago ISHA
Annex 2.1 (e) to the
Investment and Shareholders’ Agreement
ARAGO GMBH
RULES OF PROCEDURE MANAGEMENT
1.
Interpretation and Definitions
1.1
The headings are solely for purposes of reference and for convenience and shall not be used for purposes of interpretation or in any
way affect the meaning or interpretation of these rules of procedure.
1.2
Capitalized terms used but not defined herein shall have the meanings set forth in that certain Investment and Shareholders’
Agreement dated 27 January 2021 (the “ISHA”).
2.
Basic Principles of Management
2.1
The Company shall be managed by two managing directors of the Company (the “Company’s Management”). The Company’s
Management shall be responsible for the management of the Company.
2.2
The Company’s Management shall manage the Company’s business with the due care and diligence of a prudent businessman
in accordance with the applicable provisions under statutory law, the provisions of the Revised Articles, this RoP Management and their
written service or employment agreements with the Company (if any) (individually and including any service, employment or other agreement
which might, from time to time, replace such service or employment agreements), as well as the resolutions and instructions in relation
to specific circumstances by the Company’s shareholders’ meeting (passed inside and outside of physical shareholders’
meetings) in writing or at least in Text Form.
3.
Meetings and Decisions of the Managing Directors
3.1
The Managing Directors shall resolve in meetings or outside of meetings in writing, by telephone or by email, provided that all Managing
Directors participate in the passing of the resolution and no Managing Director immediately objects to this procedure. The passing of
resolutions in telephone and / or video conferences is permitted, also in combination of such forms of communication.
3.2
Each Managing Director shall have one vote and the Managing Directors shall pass its resolutions unanimously. If the Managing Directors
cannot agree on a matter, the matter in dispute shall be referred for decision to the shareholders’ meeting, which shall decide
with a simple majority of the votes cast, except for matters that pursuant to the ISHA require a majority of 75% the votes cast.
3.3
Changes to these RoP Management shall require approval of Shareholders holding more than 75% of the share capital of the Company entitled
to vote.
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Exhibit 4.31
Project Leman – arago ISHA
Annex 9.1(e) to ISHA
(a)
The Company is a corporation duly organized, validly existing under the laws of Germany and has all corporate power and corporate
authority required to execute, deliver and perform its obligations under this Agreement.
(b)
The acquisition by WISeKey as the lender under the Convertible Loan Agreement of a majority of the share capital of the Company upon
Conversion will not lead to any termination or acceleration of any outstanding financial indebtedness of the Company or any of the ARAGO
Shareholders.
(c)
The Company has not issued any warrants or any other instrument or right convertible into, or exchangeable or exercisable for any
class or series of shares in the Company, other than that certain warrant issued to Harbert or under the Convertible Loan Agreement.
(d)
There are no actions, suits or proceedings pending or, to the knowledge of the Borrower or any of the ARAGO Shareholders, threatened
with respect to the Company or the ARAGO Shareholders.
(e)
No insolvency or similar proceedings have been initiated with respect to the Company or any of the ARAGO Shareholders.
*****
39
Exhibit 4.31
Project Leman – arago ISHA
Annex 18 to the
Investment and Shareholders Agreement
Notices:
Party
Registered address / E-mail address
arago GmbH
Lindleystraße
8a, 60314 Frankfurt am Main, Germany
Hans-Christian Boos: ***;
with a copy to Hassan Sohbi: h.sohbi@taylorwessing.com
Aquilon Invest GmbH
***
Hans-Christian Boos: ***;
with a copy to Hassan Sohbi: h.sohbi@taylorwessing.com
Ll Capital Global Opportunities Master Fund
as Investor
in respect of
UP TO US$ 22,000,000 CONVERTIBLE NOTES
convertible into
shares in WISeKey International Holding AG
CONTENTS
Clause
Page
Schedule 1
Terms and Conditions
1
THIS AGREEMENT is dated as at
the date stated at the beginning of this Agreement and made between:
(1)
WISEKEY INTERNATIONAL HOLDING AG, a stock corporation (company
registration number CHE-143.782.707) organised and existing under the laws of Switzerland, having its registered office at General-Guisan-Strasse
6, 6300 Zug, Switzerland, as issuer (the "Issuer"); and
(2)
L 1 Capital Global Opportunities Master Fund, a limited
company incorporated in Cayman Island, with registered office at 161a Shedden Road, One Artillery Court, Grand Cayman KY1-1001, Cayman
Islands (the "Investor" or "Initial Noteholder").
WHEREAS:
A.
The Issuer has authorised the creation and issue of 6 per cent.
unsecured convertible notes (the "Notes") in an aggregate principal amount of up to US$ 22,000,000, which are constituted
by, and subject to and have the benefit of, the Conditions (as defined below).
B.
All of the Notes will be initially sold to the Investor in one
or more transactions in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, and will be issued in the form of
uncertificated securities (Wertrechte) pursuant to article 973c of the Swiss Code of Obligations of 30 March 1911, as amended
(the "CO").
IT IS AGREED as follows:
1.
DEFINITIONS AND INTERPRETATION
1.1.
Definitions
Unless defined in this Agreement, capitalised
terms and expressions used in the Conditions shall have the same meanings in this Agreement. In addition, in this Agreement:
"Additional Notes Tranche" has the meaning
given to it in Clause 2 (Subscription).
"Additional Notes Tranche Closing" has
the meaning given to it in Clause 2 (Subscription).
"Additional Notes Tranche Closing
Date" means the day the Issuer has subscribed for the Second Notes Tranche (as set out in Annex 2) and the Investor has notified
its satisfaction (or waiver) of completion of the conditions set out in Clause 9.3 (Investor's Conditions Precedent to each Additional
Notes Tranche Closing) with respect to the relevant Second Notes Tranche.
"Additional Notes Tranche Subscription
Price" means an amount agreed between the Issuer and the Investor less any expenses referred to in Clause 11.2 (Investor's
Expenses) less the applicable Issuance Fee.
"ADS" means the
American Depository Shares registered and traded at Nasdaq. "Agreement" means this subscription agreement, together with
all its Schedules.
"Affiliate" means,
in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
"Authorisation" means
an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
"Authority" means any
national, supranational, regional or local government or governmental, administrative, fiscal, judicial or government-owned body, department,
commission, authority, tribunal, agency or entity, or central bank (or any person, whether or not government owned and howsoever constituted
or called, that exercises the functions of a central bank).
"Business Day" means
a day (other than a Saturday or Sunday) on which banks are open for general business the whole day in Zurich (Switzerland) and New York
(NY, United States).
"Closing Date" means
the Initial Notes Tranche Closing Date, the Second Notes Tranche Closing Date, the Third Notes Tranche Closing Date, the Fourth Notes
Tranche Closing Date, the Fifth Notes Tranche Closing Date and each Additional Notes Tranche Closing Date as the context requires.
"CO" has the meaning given to it in
the recitals.
"Conditions" means
the terms and conditions of the Notes as set out in Schedule 1 (Terms and Conditions).
"Converted Shares "
means Issuer Shares for which the Noteholder is entitled to be transferred and delivered to it by the Issuer following the Noteholder's
exercise of any of its Conversion Rights in accordance with the Conditions.
"Event of Default" has the meaning
given to it in the Conditions.
"Fifth Notes Tranche" has the meaning
given to it in Clause 2 (Subscription).
"Fifth Notes Tranche Closing" has the
meaning given to it in Clause 2 (Subscription).
"Fifth Notes Tranche Closing
Date" means any date that is within three (3) Trading Days after the date on which the Issuer requests, in its discretion, that
the Investor subscribes for the Fifth Notes Tranche by submitting to the Investor a Subscription Notice, provided that (i) on such date
the conditions set out in Clause 9.2 (Investor's Conditions Precedent to Second to Fifth Notes Tranche Closing) with respect to
the Fifth Notes Tranche have been satisfied or waived and (ii) the period set out in Clause 9.2 (Investor's Conditions Precedent to
Second to Fifth Notes Tranche Closing) has expired or has been waived by the Investor and such Closing Date does not fall more than
24 months after the date of this Agreement.
"Fifth Notes Tranche Subscription
Price" means US$2,695,000 less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Fourth Notes Tranche" has the meaning
given to it in Clause 2 (Subscription).
"Fourth Notes Tranche Closing" has
the meaning given to it in Clause 2 (Subscription).
"Fourth Notes Tranche Closing
Date" means any date that is within three (3) Trading Days after the date on which the Issuer requests, in its discretion, that
the Investor subscribes for the Fourth Notes Tranche by submitting to the Investor a Subscription Notice, provided that (i) on such date
the conditions set out in Clause 9.2 (Investor's Conditions Precedent to Second to Fifth Notes Tranche Closing) with respect to
the Fourth Notes Tranche have been satisfied or waived and (ii) the period set out in Clause 9.2 (Investor's Conditions Precedent to
Second to Fifth Notes Tranche Closing) has expired or has been waived by the Investor and such Closing Date does not fall more than
24 months after the date of this Agreement.
"Fourth Notes Tranche Subscription
Price" means US$2,695,000 less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Initial Noteholder" has the meaning
given to it in the introductory paragraph.
"Initial Notes Tranche" has the meaning
given to it in Clause 2 (Subscription).
"Initial Notes Tranche Closing" has
the meaning given to it in Clause 2 (Subscription).
"Initial Notes Tranche Closing
Date" means any date between the date hereof and the date that is three Trading Days following the signing of this Agreement,
provided that on such date the conditions set out in Clause 9.1 (Investor's Conditions Precedent to Initial Notes Tranche Closing)
have been satisfied or waived.
"Initial Notes Tranche Subscription
Price" means US$10,780,000 less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Investment" means
the creation, issue and delivery of the Notes; the conversion for, and transfer and delivery of, the Converted Shares; and the consummation
of the other transactions contemplated by the Notes Documents.
"Investor" has the meaning given to it in
the introductory paragraph.
"Issuer" has the meaning given to it in the introductory paragraph.
"Legal Reservations" means:
(a) the
principle that certain remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws
relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally
affecting the rights of creditors;
(b) the
time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or indemnify a
person against non-payment of stamp duty may be void and defences of set-off or counterclaim under the laws of the applicable
jurisdiction; and
(c) similar
principles, rights and defences under the laws of any Relevant Jurisdiction.
"Material Adverse Effect" means a material
adverse effect on:
(a)
the consummation of the Investment;
(b)
the ability of the Issuer to perform its obligations under
the Notes or any of the Notes Documents; or
(c)
the listing of the Issuer Shares at SIX.
"Maturity Date" means,
with respect to Notes pertaining to a particular Tranche, the date falling 24 months after the Closing Date relating to such Tranche.
"Maximum Notes Amount" means US$22,000,000.
"Notes" has the meaning given to it in the recitals.
"Notes Documents" means, together:
(a)
this Agreement;
(b)
the Conditions;
(c)
each Register of Uncertificated Securities; and
(d)
any other document designated as a Notes Document and as agreed
between the Investor and the Issuer,
and "Notes Document" means any of them,
as the context may require.
"Party" means a party to this Agreement.
"Register of Uncertificated
Securities" has the meaning given to it in Clause 4.1 (Issuance of Notes).
"Regulation S" means Regulation S under
the Securities Act.
"Relevant Jurisdiction" means, in relation to the Issuer:
(a)
Switzerland; and
(b)
any jurisdiction where it conducts its business.
"Repeating
Representations" means each of the representations set out in Clause 5.1(a) (Status) to Clause 5.1(1) (No
Default) (inclusive) and Clause 5.1(n) (No Proceedings) to Clause 5.1(t) (Compliance With Laws Governing the Issuance
of the Converted Shares) (inclusive).
"Sanctioned Country"
has the meaning given to it in paragraph (q)(i) of Clause 5.1 (Issuer's Representations).
"Sanctions" has
the meaning given to it in paragraph (q)(i) of Clause 5.1 (Issuer's Representations).
"Second Notes Tranche" has the meaning given
to it in Clause 2 (Subscription).
"Second Notes Tranche Closing" has the meaning
given to it in Clause 2 (Subscription).
"Second Notes Tranche Closing Date" means
any date that is within three (3) Trading Days after the date on which the Issuer requests, in its discretion, that the Investor
subscribes for the Second Notes Tranche by submitting to the Investor a Subscription Notice, provided that (i) on such date the
conditions set out in Clause 9.2 (Investor's Conditions Precedent to Second to Fifth Notes Tranche Closing) with respect to
the Second Notes Tranche have been satisfied or waived and (ii) the period set out in Clause 9.2 (Investor's Conditions Precedent
to Second to Fifth Notes Tranche Closing) has expired or has been waived by the Investor and such Closing Date does not fall
more than 24 months after the date of this Agreement.
"Second Notes Tranche Subscription
Price" means US$2,695,000 less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Securities Act" means the U.S. Securities
Act of 1933, as amended.
"Subscription Fee" has the meaning given
to it in Clause 4.3 (Subscription Fee).
"Subscription Notice" means the notice submitted
by the Issuer as set out in Appendix 2
"Subscription Price"
means the Initial Notes Tranche Subscription Price, Second Notes Tranche Subscription Price and each Additional Notes Tranche Subscription
Price, as the context requires.
"Subsidiary" of a person means any person:
(a)
which is controlled, directly or indirectly, by the first-mentioned
person; or
(b)
more than half the issued (share) capital of which is beneficially
owned, directly or indirectly, by the first-mentioned person; or
(c)
which is a Subsidiary of another Subsidiary of the first-mentioned
person;
and, for these purposes, a person
shall be deemed to be "controlled" by another person if that other person is able to direct its affairs and/or to control the
composition of its board of directors or equivalent body.
"Swiss 10 Non-Bank Rule"
means the rule that the aggregate number of creditors under this Agreement which are not Swiss Qualifying Banks must not at any time
exceed ten (10), if and as long as a violation of this rule may result in Swiss Withholding Tax consequences for the Issuer, in each case
in accordance with the meaning of the Swiss Guidelines or the applicable legislation or explanatory notes addressing the same issues that
are in force at such time.
"Swiss 20 Non-Bank Rule"
means the rule that (without duplication) the aggregate number of lenders (including the Investor) other than Swiss Qualifying Banks,
of the Issuer under all its outstanding debts relevant for classification as debenture (Kassenobligation) (including debt arising
under the Notes, loans, facilities and/or private placements) must not at any time exceed twenty (20), if and as long as a violation of
this rule may result in Swiss Withholding Tax consequences for the Issuer, in each case in accordance with the meaning of the Swiss Guidelines
or the applicable legislation or explanatory notes addressing the same issues that are in force at such time.
"Swiss Guidelines"
means, together, guideline S-02.123 in relation to interbank loans of 22 September 1986 (Merkblatt "Verrechnungssteuer auf Zinsen
von Bankguthaben, deren Glaubiger Banken sind (Interbankguthaben)" vom 22. September 1986), guideline S-02.130.1 in relation to money
market instruments and book claims of June 2021 (Merkblatt vom June 2021 betreffend Geldmarktpapiere und Buchforderungen inlandischer
Schuldner), circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to deposits (Kreisschreiben Nr. 34 "Kundenguthaben"
vom 26. Juli 2011), the practice note 010-DVS-2019 of 5 February 2019 published by the Swiss Federal Tax Administration regarding Swiss
Withholding Tax in the Group (Mitteilung 010-DVS-2019-d vom 5 Februar 2019 — Verrechnungssteuer: Guthaben im Konzern), the
circular letter No. 15 of 3 October 2017 in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss
federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 "Obligationen und derivative Finanzinstrumente
als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben" vom 3. Olctober 2017), circular letter No.
46 of 24 July 2019 (1-046-VS-2019) in relation to syndicated credit facilities (Kreisschreiben Nr. 46 betreffend steuerliche Behandlung
von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen vom 24. Juli 2019) and circular letter No. 47 of 25 July
2019 (1-047-VS-2019) in relation to bonds (Kreisschreiben Nr. 47 betreffend Obligationen vom 25. Juli 2019), in each case as issued, amended
or replaced from time to time, by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute,
ordinance, court decision, regulation or the like as in force from time to time.
"Swiss Non-Bank Rules"
means, together, the Swiss 10 Non-Bank Rule and the Swiss 20 Non-Bank Rule.
"Swiss Qualifying Bank" means:
(a)
any bank as defined in the Swiss Federal Act on Banks and Savings
Banks dated 8 November 1934 (Bundesgesetz uber die Banken und Sparkassen); or
(b)
a person or entity which effectively conducts banking activities
with its own infrastructure and staff as its principal business purpose and which has a banking license in full force and effect issued
in accordance with the banking laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance
with the banking laws in the jurisdiction of such branch, all and in each case within the meaning of the Swiss Guidelines.
“Swiss Withholding Tax"
means the tax imposed based on the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz uber die Verrechnungssteuer)
together with the related ordinances, regulations and guidelines.
"Third Notes Tranche" has the meaning given
to it in Clause 2 (Subscription).
"Third Notes Tranche Closing" has the meaning
given to it in Clause 2 (Subscription).
"Third Notes Tranche Closing
Date" means any date that is within three (3) Trading Days after the date on which the Issuer requests, in its discretion, that
the Investor subscribes for the Third Notes Tranche by submitting to the Investor a Subscription Notice, provided that (i) on such date
the conditions set out in Clause 9.2 (Investor's Conditions Precedent to Second to Fifth Notes Tranche Closing) with respect to
the Third Notes Tranche have been satisfied or waived and (ii) the period set out in Clause 9.2 (Investor's Conditions Precedent to
Second to Fifth Notes Tranche Closing) has expired or has been waived by the Investor and such Closing Date does not fall more than
24 months after the date of this Agreement.
"Third Notes Tranche Subscription
Price" means US$2,695,000 less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Trading Day(s)" means
any day (other than a Saturday or Sunday) on which (a) the Relevant Exchange is open for business and Issuer Shares may be dealt in or
(b) (if the Issuer Shares are not listed or admitted to trading on the Relevant Exchange) closing bid and offered prices are furnished
for the Issuer Shares.
"Tranche" means
the Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth Notes Tranche, the Fifth Notes Tranche and any
Additional Notes Tranche, as the context requires.
"VAT" means:
(a)
any tax imposed in compliance with the Council Directive of
28 November 2006 on the common system of value added tax (EC Directive 2006/112);
(b)
any tax imposed based on the Swiss Federal Act on Value Added
Tax of 12 June 2009 (Bundesgesetz uber die Mehrwertsteuer) together with the related ordinances, regulations and guidelines; and
(c)
any other tax of a similar nature, whether imposed in a member
state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.
"Warrants" means the warrants granted under
the Warrant Agreement.
"Warrant Agreement"
means that certain Warrant Agreement entered into between the Issuer as issuer and the Investor as investor, dated on or around the
date hereof.
1.2.
Interpretation
(a)
Unless a contrary indication appears, any reference in this
Agreement to:
(i)
words in the singular shall include the plural and in the plural
shall include the singular;
(ii)
the "Issuer", the "Investor", a
"Noteholder", any "Party" or any other person shall be construed so as to include its successors in
title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Notes Documents;
(iii)
a document in "agreed form" is a document which
is previously agreed in writing by or on behalf of the Issuer and the Investor, or, if not so agreed, is in the form specified by the
Investor;
(iv)
"assets" includes present and future properties,
revenues and rights of every description;
(v)
a "Notes Document" or any other agreement or
instrument is a reference to that Notes Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
(vi)
"guarantee" means any guarantee, letter of credit,
bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume
any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case,
such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
(vii)
"indebtedness" includes any obligation (whether
incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
(viii)
a "person" includes any individual, firm, company,
corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity
(whether or not having separate legal personality);
(ix)
a "regulation" includes any regulation, rule,
official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational
body, agency, department or of any regulatory, self-regulatory or other Authority or organisation;
(x)
a provision of law is a reference to that provision as amended
or re-enacted; and
(xi)
a time of day is a reference to Zurich time unless otherwise
specified.
(b)
References to Clauses, paragraphs and Schedules are to clauses,
paragraphs of, and schedules to, this Agreement. The Schedules form part of this Agreement.
1.3.
Currency Symbols
"US$" and "dollars" denote
the lawful currency of the United States of America and "CHF" and "Swiss francs" denote the lawful currency
of Switzerland.
2.
SUBSCRIPTION
Subject to and in accordance with the provisions of
this Agreement and the other Notes Documents (including, without limitation, Clause 9 (Conditions Precedent)):
(a)
the Issuer agrees to issue Notes:
(i)
in the aggregate principal amount of US$11,000,000 (the "Initial
Notes Tranche") to the Investor on the Initial Notes Tranche Closing Date (such issuance on the Initial Notes Tranche Closing
Date, the "Initial Notes Tranche Closing");
(ii)
in the aggregate principal amount of $ 2,750,000 (the "Second
Notes Tranche") to the Investor on the Second Notes Tranche Closing Date (such issuance on the Second Notes Tranche Closing
Date, the "Second Notes Tranche Closing");
(iii)
in the aggregate principal amount of US$ 2,750,000 (the "Third
Notes Tranche") to the Investor on the Third Notes Tranche Closing Date (such issuance on the Third Notes Tranche Closing Date,
the "Third Notes Tranche Closing");
(iv)
in the aggregate principal amount of US$ 2,750,000 (the "Fourth
Notes Tranche") to the Investor on the Fourth Notes Tranche Closing Date (such issuance on the Fourth Notes Tranche Closing
Date, the "Fourth Notes Tranche Closing"); and
(v)
in the aggregate principal amount of US$ 2,750,000 (the "Fifth
Notes Tranche") to the Investor on the Fifth Notes Tranche Closing Date (such issuance on the Fifth Notes Tranche Closing Date,
the "Fifth Notes Tranche Closing"); and
(vi)
in an aggregate principal amount or aggregate principal amounts
to be agreed upon between the Issuer and the Investor from time to time (each an "Additional Notes Tranche") on an Additional
Notes Tranche Closing Date (such issuance on an Additional Notes Tranche Closing Date, each an "Additional Notes Tranche Closing");
(b)
the Investor agrees to subscribe and pay, or procure the subscription
and payment, for:
(i)
all Notes pertaining to the Initial Notes Tranche at the Initial
Notes Tranche Subscription Price on the Initial Notes Tranche Closing Date; and
(ii)
all Notes pertaining to the Second Notes Tranche at the Second
Notes Tranche Subscription Price on the Second Notes Tranche Closing Date; and
(iii)
all Notes pertaining to the Third Notes Tranche at the Third
Notes Tranche Subscription Price on the Third Notes Tranche Closing Date; and
(iv)
all Notes pertaining to the Fourth Notes Tranche at the Fourth
Notes Tranche Subscription Price on the Fourth Notes Tranche Closing Date; and
(v)
all Notes pertaining to the Fifth Notes Tranche at the Fifth
Notes Tranche Subscription Price on the Fifth Notes Tranche Closing Date; and
(vi)
all Notes pertaining to an Additional Notes Tranche at the applicable
Additional Notes Tranche Subscription Price on the applicable Additional Notes Tranche Closing Date.
For the avoidance of doubt and
notwithstanding anything to the contrary contained herein, (x) neither the Issuer nor the Investor have any obligation to agree on the
issuance of and/or the subscription and payment for, as applicable, any Additional Notes Tranche and the Notes pertaining thereto and
(y) the aggregate principal amount of any Notes issued hereunder shall in no event exceed the Maximum Notes Amount.
3.
WARRANTS
Concurrently with this Agreement, the Issuer and the
Investor shall enter into the Warrant Agreement.
4.
CLOSING
4.1.
Issuance of Notes
(a)
The Issuer shall, in each case in accordance with the provisions
of this Agreement and the other Notes Documents:
(i)
on the Initial Notes Tranche Closing Date, issue the Notes pertaining
to the Initial Notes Tranche;
(ii)
on the Second Notes Tranche Closing Date, issue the Notes pertaining
to the Second Notes Tranche;
(iii)
on the Third Notes Tranche Closing Date, issue the Notes pertaining
to the Third Notes Tranche;
(iv)
on the Fourth Notes Tranche Closing Date, issue the Notes pertaining
to the Fourth Notes Tranche;
(v)
on the Fifth Notes Tranche Closing Date, issue the Notes pertaining
to the Fifth Notes Tranche;
(vi)
on any applicable Additional Notes Tranche Closing Date, issue
the Notes pertaining to the applicable Additional Notes Tranche,
with each Note having a denomination of US$ 100,000.
(b)
No later than one Business Day prior to, but with effect as
of the relevant Closing Date, the Notes pertaining to the relevant Tranche and all rights in connection therewith shall be issued in
uncertificated form in accordance with article 973c of the CO as uncertificated securities (Wertrechte) and the issuance shall
be evidenced by delivery to the Investor (or to its order) on the relevant Closing Date of a copy, certified by a duly authorised signatory
of the Issuer, of the Issuer's register of uncertificated securities (Wertrechtebuch) (the "Register of Uncertificated
Securities") with the entry of the Investor's name thereon as the first holder of all the Notes pertaining to the relevant Tranche
and a specification of the Relevant Issue Date and the applicable Maturity Date of the relevant Notes pertaining to the relevant Tranche,
such Register of Uncertificated Securities to be in a form and substance satisfactory to the Investor.
4.2.
Payment
Against compliance by the Issuer
of its obligations under Clause 4.1 (Issuance of Notes) and subject to the applicable conditions precedent set forth in Clause
9 (Conditions Precedent), the Investor shall pay, or cause to be paid:
(a)
on the Initial Notes Tranche Closing Date, the proceeds of
the Initial Notes Tranche Subscription Price;
(b)
on the Second Notes Tranche Closing Date, the proceeds of the
Second Notes Tranche Subscription Price;
(c)
on the Third Notes Tranche Closing Date, the proceeds of the
Third Notes Tranche Subscription Price;
(d)
on the Fourth Notes Tranche Closing Date, the proceeds of the
Fourth Notes Tranche Subscription Price;
(e)
on the Fifth Notes Tranche Closing Date, the proceeds of the
Fifth Notes Tranche Subscription Price;
(f)
on any applicable Additional Notes Tranche Closing Date, the
proceeds of the applicable Additional Notes Tranche Subscription Price,
in each case in US$ with value
date no later than two Trading Days after the relevant Closing Date, as applicable, to such receiving account(s) as specified by the Issuer,
provided that until further notice of the Issuer, the following account held in the name of the Issuer shall be used as receiving account
for the payments:
Bank name: Address: Account no. SWIFT/BIC: IBAN:
***
***
***
***
***
4.3.
Subscription Fee
On each Closing Date, the Issuer
shall pay a subscription fee to the Investor or its nominee or Affiliate in an amount equal to 2% of the respective Tranche, payable in
Issuer Shares converted at the lowest daily VWAPs of one Issuer Share during the five (5) consecutive Trading Days
ending on (and including) the Trading
Day immediately preceding the Closing Date ("Subscription Fee").
4.4.
Postponement of Closing Date
The Parties may agree to postpone
a Closing Date to a later date as may be agreed among the Parties whereupon all references in this Agreement to the respective Closing
Date shall be construed as being to that later date.
5.
REPRESENTATIONS AND WARRANTIES
5.1.
Issuer's Representations
The Issuer makes the representations and warranties
set out in this Clause 5.1 to the Investor:
(a)
Status:
(i)
It is a corporation and it is, and each of its Subsidiaries is,
duly incorporated and validly existing under the laws of its incorporation.
(ii)
It and each of its Subsidiaries has the power to own its assets and carry on its
business as it is being conducted.
(b)
Binding obligations: Subject to the Legal Reservations, the obligations
expressed to be assumed by it in each Notes Document to which it is a party are legal, valid, binding and enforceable obligations.
(c)
Non-conflict with other obligations:
The entry into and performance
by it of, and the transactions contemplated by, the Notes Documents do not and will not conflict with:
(i)
any law or regulation applicable to it;
(ii)
its constitutional documents; or
(iii)
any agreement or instrument binding upon it or any of its assets or constitute a Default or termination
event (however described) under any such agreement or instrument.
(d)
Power and authority:
(i)
It has the power and capacity to create, issue and deliver the Notes, and has taken
all necessary action to authorise its entry into, performance and delivery of the Notes Documents to which it is or will be a party and
the transactions contemplated by those Notes Documents.
(ii)
No limit on its powers will be exceeded as a result of the borrowing or grant of
security or giving of indemnities contemplated by the Notes Documents to which it is a party.
(e)
Share Coverage: On each Closing Date it has reserved, exclusively
for the Investor, and has available, for the Investor in case of the conversion of any Notes, a number of shares (reserved treasury shares
and reserved unissued shares from conditional share capital) equal to 150% of the outstanding aggregate principal amount including, for
the avoidance of doubt, the Tranche to be issued on the relevant Closing Date, converted into CHF using the Noteholder's Rate of Exchange
on the relevant Closing Date, divided by the applicable Conversion Price B.
(f)
Validity and admissibility in evidence: All Authorisations
required or desirable:
(i)
to enable it lawfully to enter into, exercise its rights and comply with its obligations
in the Notes Documents to which it is a party; and
(ii)
to make the Notes Documents to which it is a party admissible in evidence in its
Relevant Jurisdictions,
have been obtained or effected and are in full force and
effect.
(g)
Governing law and enforcement:
(i)
The choice of governing law of the Notes Documents will be recognised and enforced
in Switzerland.
(ii)
Any judgment obtained in relation to a Notes Document in the jurisdiction of the
governing law of that Notes Document will be recognised and enforced in Switzerland.
(h)
Insolvency:
No:
(i) corporate
action, legal proceeding or other procedure or step described in paragraph (i) of Condition 13(g) (Insolvency Proceedings); or
(ii) creditors' process
described in Condition 13(i) (Creditors' Process),
has been taken or, to the knowledge of the Issuer, threatened
in relation to it or any of its Subsidiaries, and none of the circumstances described in Condition 13(f) (Insolvency) apply to
it or any of its Subsidiaries.
(i)
No filing of stamp taxes: Under the laws of its incorporation it
is not necessary that the Notes Documents be filed, recorded or enrolled with any court or other Authority in that jurisdiction or that
any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Notes Documents or the transactions contemplated
by the Notes Documents.
(j)
Deduction of Tax: It is not required to make any deduction for or
on account of Swiss Withholding Tax from any payment it may make under any Notes Document.
(k)
Compliance with Swiss 20 Non-Bank Rules: It is in compliance with
the Swiss Non-Bank Rules.
(l)
No Default:
(i)
No Event of Default and, on the date of this Agreement and each
relevant Closing Date, no Default is continuing or is reasonably likely to result from the issuance and/or purchase of any Note or the
entry into, the performance of, or any transaction contemplated by, any Notes Document.
(ii)
No other event or circumstance is outstanding which constitutes
(or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing,
would constitute) a Default or termination event (however described) under any other agreement or instrument which is binding on it or
to which its assets are subject which has or is reasonably likely to have a Material Adverse Effect.
(m)
No misleading information: Any written factual information provided
by the Issuer for the purposes of the transactions contemplated by this Agreement was true and accurate in all material respects as at
the date it was provided or as at the date (if any) at which it is stated.
(n)
No proceedings:
(i)
No litigation, arbitration or administrative proceedings or investigations
of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a Material Adverse Effect
have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any of
its Subsidiaries.
(ii)
No judgment or order of a court, arbitral body or agency which
is reasonably likely to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry))
been made against it or any of its Subsidiaries.
(o)
No breach of laws: It and each of its Subsidiaries has
not breached any Applicable Laws which breach has or is reasonably likely to have a Material Adverse Effect.
(p)
Good title to assets: It and each of its Subsidiaries has a good, valid and marketable title to,
or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently
conducted.
(q)
No Conflicts with Anti-Corruption Laws
(i)
Neither the Issuer nor any of its Subsidiaries and neither the
Investor nor any of its Subsidiaries have made any contribution or other payment to any official of, or candidate for, any federal, state
or foreign office in violation of any law.
(ii)
Neither the Issuer, nor any of its Subsidiaries or Affiliates,
nor any director, officer, agent, employee or other person associated with or acting on behalf of the Issuer, or any of its Subsidiaries
or Affiliates, and neither the Investor, nor any of its Subsidiaries or Affiliates, nor any director, officer, agent, employee or other
person associated with or acting on behalf of the Investor, or any of its Subsidiaries or Affiliates have:
(A)
used any funds for any unlawful contribution, gift, entertainment
or other unlawful expense relating to political activity;
(B)
made any direct or indirect unlawful payment to any foreign
or domestic government official or employee, to any employee or agent of a private entity with which the Issuer does or seeks to do business
or to foreign or domestic political parties or campaigns;
(C)
violated or is in violation of any provision of any Anti-Corruption
Laws;
(D)
taken, is currently taking or will take any action in furtherance
of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of
the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business
or otherwise to secure any improper advantage; or
(E)
otherwise made any offer, bribe, rebate, payoff, influence
payment, unlawful kickback or other unlawful payment.
(iii)
The Issuer and each of its respective Subsidiaries and the Investor
and each of its respective Subsidiaries have instituted and has maintained, and will continue to maintain, policies and procedures reasonably
designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of
the Issuer, nor any of its Subsidiaries or Affiliates will directly or indirectly use the proceeds of the Utilisations or lend, contribute
or otherwise make available such proceeds to any subsidiary, Affiliate, joint venture partner or other person or entity for the purpose
of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above.
(iv)
To the knowledge of the Issuer and the Investor, there are, and
have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Corruption Laws by the Issuer,
its Subsidiaries or Affiliates, or any of their respective current or former directors, officers, employees, stockholders, representatives
or agents, or other persons acting or purporting to act on their behalf.
(r)
No violation of Sanctions Laws and similar rules
(i)
Neither the Issuer nor any of its Subsidiaries, nor any director,
officer, employee, agent, Affiliate or other person associated with or acting on behalf of the Issuer or any of its Subsidiaries or Affiliates
is, or is directly or indirectly owned or controlled by, a person that is currently the subject or the target of any Sanctions Laws or
is a Blocked Person applicable to the Issuer.
(ii)
Neither the Issuer, any of its Subsidiaries, nor any director,
officer, employee, agent, Affiliate or other person associated with or acting on behalf of the Issuer or any of its Subsidiaries or Affiliates,
is located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo, Sanctions Laws
or Sanctions Programs prohibiting trade with a Sanctioned Country;
(iii)
The Issuer maintains in effect and enforces policies and procedures
designed to ensure compliance by the Issuer and its Subsidiaries with applicable Sanctions Laws and Sanctions Programs.
(iv)
Neither the Issuer, any of its Subsidiaries, nor any director,
officer, employee, agent, Affiliate or other person associated with or acting on behalf of the Issuer or any of its Subsidiaries or Affiliates,
acting in any capacity in connection with the operations of the Issuer, conducts any business with or for the benefit of any Blocked
Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person,
or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking
pursuant to any applicable Sanctions Laws or Sanctions Programs applicable to the Issuer.
(v)
Neither the Issuer nor any director, officer, agent, employee
or Affiliate of the Issuer or any of its Subsidiaries, is engaged in the mining or exploration (or holds any license or option to mine
or explore) for conflict minerals.
(vi)
The Issuer and its Subsidiaries are in compliance with any and
all applicable requirements of the Sarbanes-Oxley Act, that are effective as of the date hereof, and any and all applicable rules and
regulations promulgated by the SEC thereunder that are applicable to the Issuer and its subsidiaries and effective as of the date hereof.
(vii)
Neither the Issuer nor any of its Subsidiaries or Affiliates
is subject to BCA and to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Neither
the Issuer nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding
shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject
to the BHCA and to regulation by the Federal Reserve. Neither the Issuer nor any of its Subsidiaries or Affiliates exercises a controlling
influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
(viii)
For the past 5 (five) years, the Issuer and its Subsidiaries
have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the
dealing or transaction is or was the subject or the target of Sanctions Laws, Sanctions Programs or with any Sanctioned Country applicable
to the Issuer.
(ix)
No action of the Issuer or any of its Subsidiaries in connection
with:
(A)
the execution, delivery and performance of this Agreement and
the other Finance Documents;
(B)
the issuance and sale of the Issuer Shares; or
(C)
the direct or indirect use of proceeds from the Facility or
the consummation of any other transaction contemplated hereby or by the other Finance Documents or the fulfillment of the terms hereof
or thereof, will result in the proceeds of the transactions contemplated hereby and by the other Finance Documents being used, or loaned,
contributed or otherwise made available, directly or indirectly, to any Subsidiary, joint venture partner or other person or entity,
for the purpose of:
(1)
unlawfully funding or facilitating any activities of or business
with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws or Sanctions Programs;
(2)
unlawfully funding or facilitating any activities of or business
in any Sanctioned Country; or
(3)
in any other manner that will result in a violation by any person
(including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions Laws or
Sanctions Programs.
(x)
Neither the Investor nor any of its Subsidiaries, nor any director,
officer, employee, agent, Affiliate or other person associated with or acting on behalf of the Investor or any of its Subsidiaries or
Affiliates is, or is directly or indirectly owned or controlled by, a person that is currently the subject or the target of any Sanctions
Laws or is a Blocked Person.
(xi)
Neither the Investor, any of its Subsidiaries, nor any director,
officer, employee, agent, Affiliate or other person associated with or acting on behalf of the Investor or any of its Subsidiaries or
Affiliates, is located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo, Sanctions
Laws or Sanctions Programs prohibiting trade with a Sanctioned Country;
(xii)
The Investor maintains in effect and enforces policies and procedures
designed to ensure compliance by the Investor and its Subsidiaries with applicable Sanctions Laws and Sanctions Programs.
(xiii)
Neither the Investor, any of its Subsidiaries, nor any director,
officer, employee, agent, Affiliate or other person associated with or acting on behalf of the Investor or any of its Subsidiaries or
Affiliates, acting in any capacity in connection with the operations of the Investor, conducts any business with or for the benefit of
any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any
Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject
to blocking pursuant to any applicable Sanctions Laws or Sanctions Programs.
(xiv)
The Investor is not in violation of any of the sanctions imposed
pursuant to the Countering America's Adversaries Through Sanctions Act.
(xv)
Neither the Investor nor any director, officer, agent, employee
or Affiliate of the Investor or any of its Subsidiaries, is engaged in the mining or exploration (or holds any license or option to mine
or explore) for conflict minerals.
(xvi)
Neither the Investor nor any of its Subsidiaries or Affiliates
is subject to BCA and to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Neither
the Investor nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding
shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject
to the BHCA and to regulation by the Federal Reserve. Neither the Investor nor any of its Subsidiaries or Affiliates exercises a controlling
influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
(xvii)
For the past 5 (five) years, the Investor and its Subsidiaries
have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the
dealing or transaction is or was the subject or the target of Sanctions Laws, Sanctions Programs or with any Sanctioned Country.
(xviii)
No action of the Investor or any of its Subsidiaries in connection
with:
(A)
the execution, delivery and performance of this Agreement and
the other Finance Documents;
(B)
the issuance and sale of the Investor Shares; or
(C)
the direct or indirect use of proceeds from the Facility or
the consummation of any other transaction contemplated hereby or by the other Finance Documents or the fulfillment of the terms hereof
or thereof, will result in the proceeds of the transactions contemplated hereby and by the other Finance Documents being used, or loaned,
contributed or otherwise made available, directly or indirectly, to any Subsidiary, joint venture partner or other person or entity,
for the purpose of:
(1)
unlawfully funding or facilitating any activities of or business
with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws or Sanctions Programs;
(2)
unlawfully funding or facilitating any activities of or business
in any Sanctioned Country; or
(3)
in any other manner that will result in a violation by any person
(including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions Laws or
Sanctions Programs.
(s)
Valid issuance of Converted Shares/ If and when
issued upon the exercise by the Investor of the Conversion Right, the Converted Shares will have been validly issued to the Investor.
(t)
Compliance with the laws governing the issuance of Converted
Share: The Issuer has complied with and will at all times comply with all applicable laws and regulations (including, without
limitation, stock exchange regulations) which are relevant in connection with the issuance and listing of any Converted Shares to be
delivered to the Investor upon the exercise by the Investor of the Conversion Right.
(u)
Status of the Notes: The creation, issue and
delivery of the Notes in accordance with the terms of the Notes Documents are not subject to any pre-emptive or similar rights. Upon
creation, issue and delivery in accordance with the terms of the Notes Documents, the Notes will constitute the Issuer's direct, general,
unconditional and unsubordinated obligations which will at all times rank pari passu in all respects among themselves and at least
pari passu in right of payment with all other present and future unsubordinated obligations of the Issuer, save for such obligations
as may be mandatorily preferred by reason of any bankruptcy, insolvency,
liquidation or other similar laws of general application.
(v)
Directed selling efforts: None of the Issuer
nor any of their affiliates (as defined in Rule 405 under the Securities Act), nor any person acting on its or their behalf, has engaged
or will engage in any directed selling efforts (as defined in Regulation S under the Securities Act) with respect to the Notes.
(w)
Foreign issuer and U.S. market interest: The
Issuer is a "foreign issuer" (as such term is defined in Regulation S) which reasonably believes that there is no "substantial
U.S. market interest" (as such term is defined in Regulation S) in the Issuer's debt securities.
(x)
At arm's length transaction: The Issuer acknowledges
and agrees that the Investor is acting solely in the capacity of an arm's length purchaser with respect to the transactions contemplated
by the Notes Documents. The Issuer further acknowledges that the Investor (nor any of its Affiliates) is not acting as a financial advisor
or fiduciary of the Issuer (or in any similar capacity) with respect to the transactions contemplated by the Notes Documents, and any
advice given by the Investor or any of their representatives or agents in connection with the transactions contemplated by the Notes
Documents is merely incidental to the Investor's commitment to enter into the Investment. The Issuer further represents to the Investor
that its decision to enter into the transactions contemplated by the Notes Documents has been based solely on the independent evaluation
by the Issuer and its representatives.
(y)
Disclosure. Except with respect to the material
terms and conditions of the transactions contemplated by the Notes Documents and the Warrant Agreement, the Issuer confirms that neither
it nor to its knowledge any other person acting on its behalf has provided the Investor or its agents or counsel with any information
that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed. All of the disclosure
furnished by or on behalf of the Issuer to the Investor regarding the Issuer and its subsidiaries, their respective businesses and the
transactions contemplated hereby, is true and correct in all material respects and does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading. The press releases disseminated by the Issuer during the twelve months preceding the date of this
Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made,
not misleading.
5.2.
Times when Representations are made
(a)
All the representations and warranties contained in Clause
5.1 (Issuer's Representations) are made by the Issuer on the date of this Agreement except for the representations and warranties
set out in paragraph (1) of Clause 5.1 (Issuer's Representations) which are deemed to be made by the Issuer on the date of this
Agreement and on the Initial Notes Tranche Closing Date.
(b)
The Repeating Representations are deemed to be made by the
Issuer on the date of each Closing Date and on the first day of each calendar quarter.
(c)
Each representation or warranty deemed to be made after the
date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation
or warranty is deemed to be made.
6.
INDEMNITIES
6.1.
Other indemnities
The Issuer shall indemnify the
Investor against any cost, loss or liability incurred by it as a result of:
(a)
the occurrence of any Event of Default;
(b)
a failure by the Issuer to pay any amount due under a Notes
Document on its due date or to deliver any Issuer Shares to the Investor pursuant to the terms of this Agreement;
(c)
a Note (or part of its Principal Amount) not being redeemed
in accordance with a Redemption Notice given by the Issuer or investigating any event which it reasonably believes is a Default;
(d)
the Investor acting or relying on any notice, request or instruction
which it reasonably believes to be genuine, correct and appropriately authorised; or
(e)
the Investor instructing lawyers, accountants, tax advisers,
surveyors or other professional advisers or experts as permitted under this Agreement, to the extent reasonably required.
7.
COVENANTS OF THE ISSUER
7.1.
Share Coverage
The Issuer shall ensure that is
has reserved and available exclusively for the Issuer in case of the conversion of any Notes, at all times when Notes are outstanding,
a number of shares (reserved treasury shares and reserved unissued shares from conditional share capital) equal to 150% of the outstanding
aggregate principal amount converted into CHF using the Noteholder's Rate of Exchange divided by the applicable Conversion Price B.
7.2.
ADS / Issuer Shares Eligibility
The Issuer shall, at all times,
(i) maintain the trading of ADS at NASDAQ and (ii) allow the fungibility / conversion of Issuer Shares into ADS trading at NASDAQ and
vice versa. The Issuer shall be permitted at any time to replace its current ADS program at NASDAQ with another ADS program or replace
the listing of its ADS on NASDAQ with a listing of shares on NASDAQ.
7.3.
Taxes
The Issuer shall pay the issuance
stamp duty (if any) and pay, or respectively reimburse the Investor in respect to, any documentary, stamp, stamp duty or other Taxes and
duties and any related interest or related penalties on, and VAT (if any) payable in respect of the execution of this Agreement or any
other Notes Document, or the issue, subscription and delivery of the Notes to the Investor, which are or may be payable in Switzerland
except for any income tax on capital gains from the sale of Notes and any Tax on or determined by reference to the income of the Investor
that is subject to Tax on a net income basis, it being understood that the Issuer shall not be liable for any such Tax arising from the
subsequent transfer of the Notes.
7.4.
Announcements
The Issuer shall not, and the Issuer
shall ensure that none of its Subsidiaries or Affiliates will, without the Investor's prior consent (such consent not to be unreasonably
withheld), make any press release or other public announcement referring to this Agreement, any Notes Document or the Warrant Agreement
or the Investor, except to the extent this is required by any applicable laws or regulations, including stock exchange regulations, in
which event the Issuer shall consult to the extent permissible under applicable laws or regulations, including stock exchange regulations,
with the Investor.
7.5.
Notification
The Issuer shall notify the Investor
promptly of any change affecting any representations, warranties, agreements and indemnities under any Notes Document at any time prior
to payment of the applicable Subscription Price being made to the Issuer on the applicable Closing Date and take such steps as may be
reasonably requested by the Investor to remedy the same.
7.6.
Use of Proceeds
The Issuer shall use the net proceeds
received by it from the issue and delivery of the Notes for general corporate and corporate development purposes. The Investor is not
bound to monitor or verify the application of the net proceeds received by the Issuer from the issue and delivery of the Notes.
7.7.
Sanctions
The Issuer shall not, and the Issuer
shall ensure that no other member of the Group will, directly or indirectly, use the proceeds of the issue and delivery of the Notes pursuant
to this Agreement, or lend, contribute or otherwise make available such proceeds to any member of the Group, joint venture partner or
other person:
(a)
to fund or facilitate any activities of or business with any
person that, at the time of such funding or facilitation, is the subject or the target of Sanctions;
(b)
to fund or facilitate any activities of or business in any
Sanctioned Country; or
(c)
in any other manner that will result in a violation by any
person (including any person participating in the transaction, whether as advisor, investor or otherwise) of Sanctions.
7.8.
Directed Selling Efforts
The Issuer shall not, and the Issuer
shall ensure that none of its affiliates (as defined in Rule 405 under the Securities Act) nor any person acting on its or their behalf
will, engage in any "directed selling efforts" (as defined in Regulation S) with respect to the Notes.
7.9.
Anti-Money Laundering, Anti-Corruption etc.
The Issuer shall, and the Issuer
shall ensure that each other member of the Group will, comply with all applicable Anti-Money Laundering Laws, all applicable Anti-Corruption
Laws and all other Applicable Laws. The Investor shall, and the Investor shall ensure that each other member of the Group will, comply
with all applicable Anti-Money Laundering Laws, all applicable Anti-Corruption Laws and all other Applicable Laws.
8.
COVENANTS OF THE INVESTOR
8.1.
Short Positions
From the date of this Agreement
and for so long as any Notes are held by the Investor, neither the Investor nor any of its Affiliates shall borrow Issuer Shares from
any third party to open any short positions in the Issuer Shares.
8.2.
Trade Volumes
The Investor hereby covenants that
with respect to any given week (i.e. 5 Trading Days) during the term of this Agreement, the Investor shall not trade Shares which represent
more than the lower of a total value traded of USD 2,500,000 in such week or fifteen per cent (15%) of the total trading volume of such
week (as measured by total trading volume on the exchange on which the Shares and/or ADSs being traded are listed), unless both Parties
mutually agree that such trading restrictions shall be lifted.
8.3.
Trade Volume Reporting
The Investor hereby covenants
that it will provide a excel spreadsheet monthly report demonstrating compliance with the covenant in 8.2. The report will contain a
table setting out a) the date of the sales b) the approximate percentage of volume within ranges of 2.0%
9.
CONDITIONS PRECEDENT
9.1.
Investor's Conditions Precedent to Initial Notes Tranche Closing
The Investor shall only be obliged
to subscribe and pay for the Notes pertaining to the Initial Notes Tranche if the following conditions are satisfied in form and substance
satisfactory to the Investor:
(a)
Closing Documents: The Issuer shall have delivered
to the Investor each Notes Document and all other related documents, each duly executed by all parties thereto and dated no later than
the Initial Notes Tranche Closing Date.
(b)
Authorisations: The Issuer shall have delivered
to the Investor:
(i)
a copy of the constitutional documents of the Issuer;
(ii)
a copy of a resolution of the board, or, if applicable, a committee
of the board of directors of the Issuer:
(A)
approving the terms of, and the transactions contemplated by,
the Notes Documents and the Warrant Agreement and resolving that it execute, deliver and perform the Notes Documents and the Warrant
Agreement;
(B)
reserving exclusively in view of the potential exercise of
the conversion rights in connection with the Notes (i) sufficient unissued shares under the Issuer's conditional share capital according
to art. 4b of the articles of incorporation and/or (ii) sufficient treasury shares to meet the share coverage requirement of 150% pursuant
to Clause 7.1;
(C)
allocating a sufficient number of unissued shares under the
Issuer's conditional share capital according to art. 4b of the articles of incorporation and/or treasury shares for the potential exercise
of the Warrants;
(D)
excluding the advance subscription rights of shareholders (Vorwegzeichnungsrecht)
in connection with the issuance of these Notes and Warrants;
(E)
authorising a specified person or persons to execute the Notes
Documents and the Warrant Agreement on its behalf; and
(F)
authorising a specified person or persons, on its behalf, to
sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Notes Documents and
the Warrant Agreement.
(c)
Accuracy of Representations: The Investor shall
have been satisfied (acting reasonably) that:
(i)
the Issuer's representations and warranties contained in each
Notes Document to which it is a party shall in all material respects be true, accurate and correct on, and as if made on, the Initial
Notes Tranche Closing Date; and
(ii)
the Issuer shall have performed all of its obligations under
each Notes Document to which it is a party that are required to be performed on or before the Initial Notes Tranche Closing Date.
(d)
No Event of Default, no Material Adverse Change and no
Change of Control: There shall not have occurred any Event of Default or any event or circumstance which would reasonably be
expected to have a Material Adverse Effect or constitute a Change of Control.
(e)
Execution of the Warrant Agreement: The Issuer
shall have delivered to the Investor the Warrant Agreement executed by the Issuer.
9.2.
Investor's Conditions Precedent to Second to Fifth Notes Tranche
Closing
The Investor shall be obliged to
subscribe and pay for the Notes pertaining to each of the Second Notes Tranche, the Third Notes Tranche, the Fourth Notes Tranche and
the Fifth Notes Tranche within 20 Business Days, only if and when the following conditions are satisfied in form and substance satisfactory
to the Investor for each such Tranche:
(a)
Share price requirement: The daily VWAP for Issuer
Shares remained at or above 130% of the applicable Fixed Conversion Price for a period of 30 consecutive Trading Days during the period
immediately preceding the date on which the Issuers submits to the Investor the Subscription Notice.
(b)
Accuracy of Representations: The Investor shall
have been satisfied (acting reasonably) that:
(i)
the Issuer's representations and warranties contained in each
Notes Document to which it is a party shall in all material respects be true, accurate and correct on, and as if made on, the respective
Tranche Closing Date; and
(ii)
the Issuer shall have performed all of its obligations under
each Notes Document to which it is a party that are required to be performed on or before the respective Tranche Closing Date.
(c)
No Event of Default, no Material Adverse Change and no
Change of Control: There shall not have occurred any Event of Default or any event or circumstance which would reasonably be
expected to have a Material Adverse Effect or constitute a Change of Control.
9.3.
Investor's conditions precedent to each Additional Notes Tranche
Closing
The Investor shall only be obliged
to subscribe and pay for the Notes pertaining to the relevant Additional Notes Tranche if the following conditions are satisfied, in each
case in form and substance reasonably satisfactory to the Investor:
(a)
Agreement on Additional Notes Tranche: The Issuer
and the Investor have agreed upon the aggregate principal amount of the relevant Additional Notes Tranche, it being understood that neither
the Issuer nor the Investor has any obligation to agree on the issuance of and/or the subscription and payment for, as applicable, any
Additional Notes Tranche and the Notes pertaining thereto.
(b)
Accuracy of Representations: The Investor shall
have been satisfied (acting reasonably) that:
(i)
the Issuer's representations and warranties contained in each
Notes Document to which it is a party shall in all material respects be true, accurate and correct on, and as if made on, the applicable
Additional Notes Tranche Closing Date; and
(ii)
the Issuer shall have performed all of its obligations under
each Notes Document to which it is a party that are required to be performed on or before the applicable Additional Notes Tranche Closing
Date.
(c)
No Event of Default, no Material Adverse Change and no
Change of Control: There shall not have occurred any Event of Default or any event or circumstance which would reasonably be
expected to have a Material Adverse Effect or constitute a Change of Control.
9.4.
Waiver
The Investor may, in its sole discretion,
waive compliance in particular with the whole or any part of Clause 9.1 (Investor's Conditions Precedent to Initial Notes Tranche Closing)
and/or Clause 9.12 (Investor's Conditions Precedent to Second Tranche Closing) and/or Clause 9.3.3 (Investor's Conditions
Precedent to each Additional Notes Tranche Closing).
9.5.
Notification of Satisfaction or Waiver of Conditions Precedent
Upon a request of the Issuer, the
Investor shall inform the Issuer on the status of the satisfaction of the conditions specified in Clause 9.1 (Investor's Conditions
Precedent to Initial Notes Tranche Closing) and Clause 9.2 (Investor's Conditions Precedent to Second Tranche Closing) and
Clause 9.3 (Investor's Conditions Precedent to each Additional Notes Tranche Closing). For the avoidance of doubt, upon being satisfied
with the completion of all, or the waiver of all or any, of the relevant conditions, the Issuer shall be obliged to issue the Notes under
the respective Tranche.
10.
TERMINATION
10.1.
Grounds for Termination
(a)
Notwithstanding anything contained in this Agreement, this
Agreement may be terminated at any time:
(i)
prior to any applicable Closing Date by the Investor if there
shall have been a failure by the Issuer to perform any of its covenants or obligations under any Notes Document to which it is a party
or if there shall have come to the Investor's notice any breach of, or any event rendering untrue or incorrect in any material respect,
any representation or warranty made by the Issuer under any Notes Document to which it is a party (or any deemed repetition thereof)
and such failure or misrepresentation is incapable of being cured or, if capable of being cured, has not been cured within 30 days after
the Investor have delivered written notice thereof to the Issuer; or
(ii)
prior to any applicable Closing Date by the Issuer or the Investor
with mutual written consent.
(b)
Any Party that wishes to terminate this Agreement pursuant
to paragraph (a) above shall deliver written notice of such termination to the other Party.
10.2.
Consequences of Termination
Upon such notice of termination
being given by a Party to the other Party in accordance with Clause 10.1 (Grounds for Termination), this Agreement shall terminate
and each Party shall be released and discharged from their respective remaining obligations under this Agreement, except that:
(a)
such termination shall not affect (i) the Issuer's obligations
and liabilities which have come into existence prior to the effective date of such termination and (ii) the Parties' obligations and
liabilities which will come into existence with respect to any Tranche which was already outstanding as of the effective date of such
termination;
(b)
the Issuer shall remain liable under Clause 11.1 (Issuer's
Expenses) and Clause 11.2 (Investor's Expenses) for the payment of all costs and expenses already incurred prior to and in
consequence of such termination; and
(c)
the Issuer shall remain liable under Clause 6 (Indemnity)
in respect of any cause of action accrued or any liability arising before or in relation to such termination.
11.
COSTS AND EXPENSES
11.1.
Issuer's Expenses
The Issuer shall bear and pay all
expenses (together with VAT where applicable) incidental to the Investment, including all expenses in connection with the issue, subscription
and delivery of the Notes, the preparation and printing of the Notes Documents and any other document relating to the issue, subscription
and delivery of the Notes.
11.2.
Investor's Expenses
The Issuer shall pay the Investor
all costs and expenses up to a maximum of USD30,000 incurred by it in connection with the negotiation, preparation, and execution of any
Notes Document prior to the execution of this Agreement by the Initial Notes Tranche Closing, whereby the corresponding amount shall be
deducted directly from the Initial Notes Tranche Subscription Price.
11.3.
Amendment Costs
If the Issuer requests any material
amendment, waiver or consent the Issuer shall, within ten (10) Business Days of demand, reimburse the Investor for the amount of all costs
and expenses (including legal fees) reasonably incurred by the Investor in responding to, evaluating, negotiating or complying with that
request or requirement.
11.4.
Enforcement and Preservation Costs
The Issuer shall, within ten (10)
Business Days of demand, pay to the Investor the amount of all costs and expenses (including legal fees) incurred by it in connection
with the enforcement of or the preservation of any rights under any Notes Document and any proceedings instituted by or against the Issuer
as a consequence of enforcing these rights.
11.5.
Survival of Provisions
The Issuer shall make the payments
provided for in Clause 11.1 (Issuer's Expenses) and Clause 11.2 (Investor's Expenses) whether or not the Investment is completed.
12.
CONFIDENTIALITY; NON-PUBLIC INFORMATION
(a)
Each Party must keep confidential any information supplied
to it in connection with the Notes Documents. However, each Party is entitled to disclose information:
(i)
which is publicly available, other than as a result of a breach
of this Clause by the disclosing Party;
(ii)
in connection with any legal or arbitration proceedings;
(iii)
if required to do so under any law or regulation, including stock
exchange regulations;
(iv)
to another Party, subject to paragraph (b) of this Clause 12;
(v)
to a governmental, banking, taxation or other regulatory Authority;
(vi)
in connection with a potential transfer of Notes or rights and
obligations under this Agreement;
(vii)
to its professional advisers; or
(viii)
with the consent of the other Party.
(b)
Except with respect to the material terms and conditions of
the transactions contemplated by the Notes Documents and the Warrant Agreement, the Issuer covenants and agrees that neither it, nor
any other person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the
Issuer reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented to the
receipt of such information. To the extent that the Issuer, any of its Subsidiaries, or any of their respective officers, directors,
agents, employees or Affiliates delivers any material, non-public information to the Investor without the Investor's prior written consent,
the Issuer hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Issuer, any of its Subsidiaries,
or any of their respective officers, directors, agents, employees or Affiliates. To the extent that any notice provided by the Issuer
to the Investor contains, material, non-public information regarding the Issuer or any Subsidiaries, the Issuer shall simultaneously
publish a press release disclosing the respective material, nonpublic information in accordance with the rules of the relevant stock
exchanges..
13.
NOTICES
13.1.
Communication in writing
Any communication to be made under
or in connection with the Notes Documents shall be made in writing and, unless otherwise stated, may be made by email or letter.
13.2.
Addresses
The address and email address (and
the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document
to be made or delivered under or in connection with the Notes Documents is:
(a)
in the case of any of the Issuer:
WISeKey International Holding AG
General-Guisan-Strasse 6
6300 Zug
Switzerland
Attn.: Peter Ward, Chief Financial Officer
Email: pward@wisekey.com
cc: nverjus@wisekey.com
azinser@wisekey.com
johara@wisekey.com
(b)
in the case of the Investor:
L 1 Capital Global Opportunities Master Fund
Attn.: Joel Arber
161a Shedden Road
One Artillery Court
Grand Cayman KY1-1001
Cayman Islands
E-Mail: jarber@l1.com.au
with a copy to (which shall not constitute notice):
Pestalozzi Attorneys at Law
Attn.: Christian Leuenberger
Loewenstrasse 1, 8001 Zurich
Switzerland
Email: Christian.leuenberger@pestalozzilaw.com
or any substitute address or email
address or department or officer as any Party may communicate to the other Party by not less than five (5) Business Days' notice.
13.3.
Delivery
(a)
Any communication or document made or delivered by one person
to another under or in connection with the Notes Documents will only be effective:
(i)
if by way of letter, unless actually received earlier by the
addressee, on the fifth (5th) Business Day (provided that a copy of the notice has also been sent by email on the date of dispatch);
or
(ii)
if by way of email, when it has been received by the addressee
in readable form;
and, if a particular department
or officer is specified as part of its address details provided under Clause 12.213.2 (Addresses), if addressed to that department
or officer.
(b)
Any communication or document to be made or delivered to the Investor or the Issuer
will be effective only when actually received by the Investor or the Issuer and then only if it is expressly marked for the attention
of the department or officer identified in Clause 13.2 (Addresses) (or any substitute department or officer as the Investor shall
specify for this purpose).
(c)
Any communication or document which becomes effective, in accordance with paragraphs(a)
and (b) above, after 9:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
13.4.
Electronic communication
Both Parties agree that any communication
and information made between them as well as between them and their external advisers and consultants may be made by encrypted or unencrypted
electronic mail or other electronic means, as an accepted form of communication, unless and until notified to the contrary. Each Party
confirms to have been made aware of the special risks involved in using email and acknowledges and agrees that the other Party does not
accept any liability, warranty or responsibility in respect thereof.
13.5.
English language
(a)
Any notice given under or in connection with any Notes Document
must be in English.
(b)
All other documents provided under or in connection with any
Notes Document must be:
(i)
in English; or
(ii)
if not in English, and if so required by the Investor, accompanied
by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory
or other official document.
14.
OTHER
EQUITY-LINKED FINANCING
As long as any Notes are outstanding,
the Issuer and any of its Subsidiaries or Affiliates shall not drawdown any variable rate equity financings currently in place or participate
in any new variable rate equity financings. For the avoidance of doubt, this does not apply to the currently existing agreements with
Nice & Green SA and the Yorkville SEDA. To the extent that the Issuer has, under any variable rate equity financing already drawn-down,
the right to repay the counterparty in cash instead of Issuer Shares, the Issuer hereby undertakes towards the Investor to repay the counterparty
in cash, except for the balance of Convertible Notes outstanding under the first agreement with Alpha Blue Ocean (a total of CHF 160,000)
which may be repaid in shares. For the avoidance of doubt, the Issuer confirms that the Issuer has the right to repay in cash any draw-downs
under the equity-linked investment with Alpha Blue Ocean announced on 7 May 2021.
15.
NEGATIVE PLEDGE
Following the Initial Notes Tranche
Closing Date and as long as Notes are outstanding, the Issuer shall not grant or create, in connection with any Financial Indebtedness,
any mortgage, lien, pledge, charge or any other security interest or encumbrance of any kind on any asset of the Issuer in connection
with the financing of any acquisition of a target that has revenues of less than US$ 5m (LTM). For the avoidance of doubt, this does not
limit the Issuer from (i) restructuring a secured financing arrangement to the extent no new or other security or additional collateral
is granted in connection with the restructuring or (ii) granting liens on personal property which is purchased from a creditor.
16.
RIGHT OF FIRST REFUSAL ON FINANCINGS
Following the signing of this
Agreement until the later of (i) 12 months following the signing of this Agreement and (ii) as long as any Note is outstanding, the Investor
shall have a first right of refusal on any equity and/or debt financings the Company intends to obtain. The Investor shall exercise such
right of first refusal within 3 Trading Days of the receipt of a notice from the Issuer setting forth all details required for the Investor
to make a decision with respect to the exercise of the right of first refusal. For the avoidance of doubt, this also applies to any potential
drawdown under the Yorkville SEDA facility.
17.
PARTIAL INVALIDITY
If,
at any time, any provision of a Notes Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.
18.
REMEDIES AND WAIVERS
No failure to exercise, nor any
delay in exercising, on the part of the Investor, any right or remedy under a Notes Document shall operate as a waiver of any such right
or remedy or constitute an election to affirm any Notes Document. No election to affirm any Notes Document on the part of the Investor
shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise
or the exercise of any other right or remedy. The rights and remedies provided in each Notes Document are cumulative and not exclusive
of any rights or remedies provided by law.
19.
AMENDMENTS AND WAIVERS
Any term of the Notes Documents
(including this Clause) may be amended or waived only with the consent of the Investor and the Issuer.
20.
ASSIGNMENTS AND TRANSFERS
(a)
The Investor may assign and transfer all or any of its rights,
benefits and obligations under this Agreement to any of its Affiliates or its successors. Prior to the occurrence of an Event of Default,
such assignments and transfers (as well as exposure transfers) will be permissible only as long as the Swiss Non-Bank Rules are respected.
(b)
Except for any transfer pursuant to paragraph (a) of this Clause
20 and further provided that these assignments or transfers are to a Swiss Qualifying Bank, no Party shall be entitled to assign and
transfer all or any of its rights, benefits and obligations under this Agreement without the other Parties' prior written consent, provided
that the Investor shall not be required to obtain the Issuer's consent in connection with the grant of any security (including any charge
or assignment, by way of security) over any of the Investor's rights under this Agreement in favour of any of its lenders or other persons
providing to that Investor any loan or other financing arrangement for the Investor's subscription of all or a portion of the Notes to
be subscribed by it pursuant to this Agreement, provided such grant of security does not lead to a violation of the Swiss Non-Bank Rules.
For the avoidance of doubt, it shall not be reasonable for the Issuer to withhold its consent as long as there are not more than five
lenders that are not Swiss Qualifying Banks in aggregate under this Agreement.
(c)
For the avoidance of doubt, this Clause 20 shall not apply to the transfer by the
Investor of any Notes, which transfers are solely governed by the Conditions.
21.
NON-DISCLOSURE OF NON-PUBLIC INFORMATION
The Issuer covenants and agrees
that it shall refrain from disclosing, and shall cause its officers, directors, employees, advisors and agents to refrain from disclosing,
any material non-public information to the Investor without also disseminating such information to the public.
22.
ENTIRE AGREEMENT
This Agreement (including the Schedules
hereto and the documents and instruments referred to in this Agreement that are to be delivered pursuant to this Agreement) constitutes
the entire agreement among the Parties and supersedes any prior understandings, agreements or representations by or among the Parties,
or any of them, written or oral, with respect to the subject matter of this Agreement.
23.
COUNTERPARTS AND CONCLUSION OF CONTRACT
(a)
This Agreement may be executed in any number of counterparts,
and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
(b)
This Agreement may be concluded by an exchange of signed signature
pages, transmitted by way of fax or attached as an electronic photocopy (.pdf, .tif, etc.) to email.
24.
GOVERNING LAW AND JURISDICTION
24.1.
Governing law
This Agreement is governed by the laws of Switzerland.
24.2.
Jurisdiction
Each
Party agrees that any legal action arising out of or relating to this Agreement, including actions relating to disputes on the
conclusion, validity or amendment of this Agreement, must be brought exclusively before the competent courts of the City of Zurich,
Switzerland (venue being Zurich 1).
This Agreement has been entered into on the date stated
at the beginning of this Agreement.
[Remainder of this page intentionally left blank]
SIGNATURE PAGE
SUBSCRIPTION
AGREEMENT
THE ISSUER
WISEKEY INTERNATIONAL HOLDING AG
/s/ Carlos Moreira
/s/ Peter Ward
Name:
Carlos Moreira
Name:
Peter Ward
Title:
Chairman of the board of directors
Title:
Member of the board of directors
THE INVESTOR
L1 Capital Global Opportunities Master Fund
/s/ David Feldman
By:
L1 Capital Global Opportunities Master Fund
Title:
General
Partner
SCHEDULE 1
TERMS AND CONDITIONS
The issue of up to US$22,000,000 unsecured
convertible notes due on the applicable Maturity Date (as defined below) (the "Notes") of WISeKey International Holding
AG (the "Issuer"), a stock corporation (Aktiengesellschaft) (company registration number CHE-143.782.707) incorporated
under the laws of
Switzerland, on June 2021 (the "Initial
Issue Date") and any other Relevant Issue Date (as defined
below) was authorised by resolutions of the
Issuer's board of directors on June 2021. The Notes are
(a) constituted by, and subject to and have the benefit
of, these terms and conditions of the Notes dated June 2021 ("these Conditions"), and (b) subject to and have the benefit
of any other agreement, instrument or other document from time to time entered into between the Issuer and the Noteholders.
The Notes are convertible for registered
shares (each, an "Issuer Share" and together the "Issuer Shares"), with a current nominal value of CHF
0.05 each, subject to and in accordance with these Conditions.
These Conditions govern the rights and obligations
of the Issuer and each Noteholder in relation to the Notes. Each Noteholder is entitled to the benefit of, is bound by, and is deemed
to have notice of, all the provisions of these Conditions and any other Notes Document from time to time entered into between the Issuer
and the Noteholders applicable to them. Copies of each Notes Document are available for inspection during normal business hours at the
Registered Office.
1.
FORM, DENOMINATION AND TITLE
(a)
Denomination: The Notes will be issued in denominations
of US$100,000 each (the "Principal Amount").
(b)
Form: The Notes and all rights in connection
therewith are issued in uncertificated form in accordance with article 973c of the Swiss Federal Code of Obligations of 30 March 1911,
as amended (the "CO") as uncertificated securities (Wertrechte) ("Uncertificated Securities") that
will be created by the Issuer by means of a registration in its Register of Uncertificated Securities.
(c)
Transfer and Ownership: Subject to the consent
of the Issuer (which consent shall not be unreasonably be withheld), each Noteholder may transfer the Notes held by it (or any of them)
to any other person. Transfers (as well as exposure transfers; including sub-participations) will be permissible only as long as the
Swiss Non-Bank Rules are respected. For the avoidance of doubt, transfers shall always be permissible as long as there are not more than
five lenders that are not Swiss Qualifying Banks in aggregate under this Agreement. The Notes may only be transferred or otherwise disposed
of by way of a written declaration of assignment (Abtretungserklarung) of the transferring Noteholder or an assignment agreement
(Abtretungsvertrag) entered into between the transferring Noteholder and the transferee. The transfer shall only be effective
with the entry of the transferee in the Register (as defined below).
(d)
Delivery: The Conversion of the Uncertificated
Securities into a permanent global certificate (Globalurkunde auf Dauer) or individually certificated notes (Wertpapiere) is
excluded. Neither the Issuer nor the Noteholders nor any third party shall at any time have the right to effect or demand the Conversion
of the Uncertificated Securities into, or the delivery of a permanent global certificate (Globalurkunde auf Dauer) or individually
certificated securities (Wertpapiere). No physical delivery of the Notes shall be made.
2.
STATUS
The Notes constitute the Issuer's
direct, unconditional and unsubordinated obligations and rank and will at all times rank pari passu in all respects among themselves
and at least pari passu in right of payment with all other present and future unsecured and unsubordinated obligations of the Issuer,
save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.
3.
REGISTRATION
(a)
Register: The Issuer shall (i) keep a register
(the "Register") at its registered office (the "Registered Office"); and (ii) subject to paragraph
(b) of this Condition 3, cause to be entered on the Register in respect of each Noteholder who has identified itself as being a Noteholder,
its name and address; details of its securities account; its telephone numbers and its relevant contact persons; the names of its authorised
signatories; and the particulars of the Notes held by it.
(b)
The Issuer shall register the transfer of any Note only upon
presentation by the transferee of:
(i)
a declaration of assignment (Abtretungserkldrung) or an
assignment agreement (Abtretungsvertrag) evidencing the transfer, duly executed by the transferor; or
(ii)
any other applicable evidence that the transferee has title to
the Notes.
(c)
Right to Inspect Register: A Noteholder may from
time to time notify the Issuer in writing of any change to any information or detail relating to it or its holding of Notes as entered
on the Register. The Issuer shall, if so requested by a Noteholder, make available the information regarding such Noteholder in the Register
for inspection by that Noteholder at the Registered Office at all reasonable times, and shall permit a Noteholder to take a copy of the
same.
4.
COVENANTS
(a)
Authorisations: The Issuer shall and shall cause
its Subsidiaries and Affiliates to promptly obtain, comply with and do all that is necessary to maintain in full force and effect any
Authorisation required under any Swiss laws or regulations to:
(i)
enable it to perform its obligations under the Notes Documents;
(ii)
ensure the legality, validity, enforceability or admissibility
in evidence of any Notes Document; and
(iii)
carry on its business where failure to do so has or is reasonably
likely to have a Material Adverse Effect.
(b)
Delivery of Issuer Shares: The Issuer will, following
conversion of a Note, take all necessary actions to procure that the Issuer Shares are delivered to the securities account of the Investor
as designated by the Investor.
(c)
Compliance with Laws: The Issuer shall and shall cause its Subsidiaries
and Affiliates to comply in all respects with all laws to which it may be subject — including, without limitation, Anti-Corruption
Laws, Anti-Money Laundering Laws or any Sanctions Laws — if failure so to comply has or is reasonably likely to have a Material
Adverse Effect. The Investor shall and shall cause its Subsidiaries and Affiliates to comply in all respects with all laws to which it
may be subject — including, without limitation, Anti-Corruption Laws, Anti-Money Laundering Laws or any Sanctions Laws — if
failure so to comply has or is reasonably likely to have a Material Adverse Effect.
(d)
Use of Proceeds / Anti-Corruption Laws etc: The
Issuer shall and shall cause its Subsidiaries and Affiliates to neither directly nor indirectly use the net proceeds received from the
issue and delivery of the Notes for any purpose which would be in breach of any Anti-Corruption Laws, Anti-Money Laundering Laws or any
Sanctions Laws. While any amounts owed under this Agreement remain outstanding:
(i)
the Issuer shall maintain in effect and enforce policies and
procedures designed to ensure compliance by the Issuer and its Subsidiaries and their directors, officers, employees, agents representatives
and Affiliates with Applicable Laws;
(ii)
the Issuer shall comply with all Applicable Laws and will not
take any action which will cause the Investor to be in violation of any such Applicable Laws;
(iii)
the business of the Issuer shall not be conducted in violation
of Applicable Laws and will not take any action which will cause the Investor to be in violation of any such Applicable Laws;
(iv)
neither the Issuer, nor any of its Subsidiaries or Affiliates,
directors, officers, employees, representatives or agents shall:
(A)
conduct any business or engage in any transaction or dealing
with or for the benefit of any Blocked Person, including the making or receiving of any contribution of funds, goods or services to,
from or for the benefit of any Blocked Person;
(B)
deal in, or otherwise engage in any transaction relating to,
any property or interests in property blocked or subject to blocking pursuant to the applicable Sanctions Laws, Sanctions Programs, located
in a Sanctioned Country, or CAATSA or CAATSA Sanctions Programs;
(C)
use any of the proceeds of the transactions contemplated by
this Agreement to finance, promote or otherwise support in any manner any illegal activity, including, without limitation, any Anti-Money
Laundering Laws, Sanctions Laws, Sanctions Program, Anti-Corruption Laws in any Sanctioned Country or to engage in any manner whether
directly or indirectly in the mining or exploration (or acquire, hold or otherwise obtain any license or option to mine or explore) for
conflict minerals; or
(D)
violate, attempt to violate, or engage in or conspire to engage
in any transaction that evades or avoids, or has the purpose of evading or avoiding, any of the Anti-Money Laundering Laws, Sanctions
Laws, Sanctions Program, Anti-Corruption Laws, CAATSA or CAATSA Sanctions Programs.
(e)
Use of Proceeds /Anti-Corruption Laws etc: The
Investor shall and shall cause its Subsidiaries and Affiliates to neither directly nor indirectly use the net proceeds received from
the issue and delivery of the Notes for any purpose which would be in breach of any Anti-Corruption Laws, Anti-Money Laundering Laws
or any Sanctions Laws. While any amounts owed under this Agreement remain outstanding:
(v)
the Investor shall maintain in effect and enforce policies and
procedures designed to ensure compliance by the Investor and its Subsidiaries and their directors, officers, employees, agents representatives
and Affiliates with Applicable Laws;
(vi)
the Investor shall comply with all Applicable Laws and will not
take any action which will cause the Investor to be in violation of any such Applicable Laws;
(vii)
the business of the Investor shall not be conducted in violation
of Applicable Laws and will not take any action which will cause the Investor to be in violation of any such Applicable Laws;
(viii)
neither the Investor, nor any of its Subsidiaries or Affiliates,
directors, officers, employees, representatives or agents shall:
(A)
conduct any business or engage in any transaction or dealing
with or for the benefit of any Blocked Person, including the making or receiving of any contribution of funds, goods or services to,
from or for the benefit of any Blocked Person;
(B)
deal in, or otherwise engage in any transaction relating to,
any property or interests in property blocked or subject to blocking pursuant to the applicable Sanctions Laws, Sanctions Programs, located
in a Sanctioned Country, or CAATSA or CAATSA Sanctions Programs;
(C)
use any of the proceeds of the transactions contemplated by
this Agreement to finance, promote or otherwise support in any manner any illegal activity, including, without limitation, any Anti-Money
Laundering Laws, Sanctions Laws, Sanctions Program, Anti-Corruption Laws in any Sanctioned Country or to engage in any manner whether
directly or indirectly in the mining or exploration (or acquire, hold or otherwise obtain any license or option to mine or explore) for
conflict minerals; or violate, attempt to violate, or
engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, any of the Anti-Money
Laundering Laws, Sanctions Laws, Sanctions Program, Anti-Corruption Laws, CAATSA or CAATSA Sanctions Programs.
(f)
Pari passu ranking: The Issuer shall ensure that
at all times any unsecured and unsubordinated claims of each Noteholder against it under the Notes Documents rank at least pan passu
with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred
by laws of general application to companies.
(g)
Mergers, Demergers, Reorganisations: The Issuer
shall be allowed to
(i)
merge with or into any other person or entity,
(ii)
demerge (i.e. dissolve by means of some or all of the Issuer's
assets and liabilities are transferred to one or several other companies),
(iii)
resolve, agree to, or implement any other corporate reorganisation
(including, for the avoidance of doubt, a relocation of the Issuer into another jurisdiction than Switzerland) always provided that such merger,
demerger, or reorganisation (yy) does not constitute a Material Adverse Event and (zz) the Noteholder shall receive at least equivalent
financial and other rights in the surviving, acquiring or reorganized entity.
(h)
No distributions of Issuer Shares: The Issuer
shall not make any distributions in the form of Issuer Shares or rights to Issuer Shares.
(i)
Information of the market: As from the Initial
Notes Tranche Closing Date, the Issuer shall (i) make available on its website a table in order to follow-up the number of outstanding
Warrants, Notes and Shares issued upon conversion of the Notes and (ii) update such table immediately after the receipt of any Warrant
Exercise Notice or Conversion Notice.
(j)
Swiss 20 Non Bank Rules: The Issuer shall at
any time comply with the Swiss 20 Non-Bank Rules. For the purpose of its compliance with the Swiss 20 Non-Bank Rules the Issuer shall
assume that the number of Noteholders which are not Swiss Qualifying Banks shall be deemed to be five (irrespective of whether or not
there are, at any time, any such Noteholders). With respect to any deduction on account of Swiss Withholding Tax, this covenant shall
not be breached if the number of creditors of the Issuer in respect of the Swiss 10 Non-Bank Rule or the Swiss 20 Non-Bank Rule is exceeded
solely as a result of a Noteholder ceasing to be a Swiss Qualifying Bank (other than as a result of any change after the date it became
a Noteholder in (or in the interpretation, administration, or application of) any law, treaty or any published practice of any relevant
taxing Authority).
(k)
Access: If an Event of Default is continuing
or the Noteholder' Representative reasonably suspects an Event of Default is continuing or may occur, the Issuer shall permit the Noteholder'
Representative and/or accountants or other professional advisers and contractors of the Noteholder' Representative, subject to any statutory
or regulatory limitations under applicable law, free access at all reasonable times and on reasonable notice at the risk and cost of
the Issuer to (a) the premises, assets, books, accounts and records of the Issuer and (b) meet and discuss matters with the senior management
of the Issuer.
(l)
Information: For so long as any Note is outstanding
and subject to restrictions from applicable laws and regulations, the Issuer shall supply to each Noteholder:
(i)
promptly upon becoming aware of them, the details of any litigation,
arbitration or administrative proceedings which are current, threatened or pending against the Issuer or any of its Subsidiaries, and
which, if adversely determined, are reasonably likely to have a Material Adverse Effect;
(ii)
promptly upon becoming aware of them, the details of any judgment
or order of a court, arbitral body or agency which is made against the Issuer or any of its Subsidiaries which is reasonably likely to
have a Material Adverse Effect; and
(iii)
promptly, subject to any statutory or regulatory limitation under
applicable law, on request, such further information regarding the financial condition, assets and operations of the Issuer as any Noteholder
may reasonably request.
(m)
Notification of Default: The Issuer shall notify
each Noteholder of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
5.
DEFINITIONS AND INTERPRETATION
(a)
Definitions: For the purposes of these Conditions:
"Additional Notes Tranche"
has the meaning given to it in the Subscription Agreement.
"Affiliate" means,
in relation to any person, a Subsidiary of that person or a Holding Issuer of that person or any other Subsidiary of that Holding Issuer.
"Anti-Corruption Laws"
means all laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having the force
of law, whether local, national, international, as amended from time to time, including without limitation all applicable laws of Switzerland,
the United Kingdom, the United States, or any other laws of another jurisdiction which may apply, that relate to anti-bribery, anti-corruption,
books and records and internal controls, including the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery
Act of 2010, and any other laws of another jurisdiction, in each case insofar as applicable to the Issuer and its Affiliates.
"Anti-Money Laundering Laws"
means all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having
the force of law, whether local, national, international, as amended from time to time, including without limitation all applicable laws
of Switzerland, the United Kingdom, the United States, or any other laws of another jurisdiction which may apply, that relate to money
laundering, terrorist financing, financial record keeping and reporting requirements, in each case insofar as applicable to the Issuer
and its Affiliates.
"Applicable Laws" means
applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of
any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including
without limitation:
(a)
all applicable laws that relate to money laundering, terrorist
financing, financial record keeping and reporting;
(b)
all applicable laws that relate to anti-bribery, anti-corruption,
books and records and internal controls, including the Anti-Corruption Laws; in each case insofar as applicable to the Issuer and its
Affiliates.
"Authorisation" means
an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
"Authority" means
any national, supranational, regional or local government or governmental, administrative, fiscal, judicial or government-owned body,
department, commission, authority, tribunal, agency or entity, or central bank (or any person, whether or not government owned and howsoever
constituted or called, that exercises the functions of a central bank).
"Business Day" means
a day (other than a Saturday or Sunday) on which banks are open for general business the whole day in New York (NY, United States) and
Zurich (Switzerland).
"Cash Interest Rate" means of 6 per cent.
per annum.
"Change of Control" means:
(a)
an event or series of events resulting in one or more persons
acting in concert owning or controlling 50.01 per cent or more of the votes in the Issuer, except that any increase in voting rights
held by Carlos Moreira in excess of 50.01% shall not be considered a Change of Control;
(b)
any person being obliged under the Swiss Federal Act on Financial
Market Infrastructures and Market Conduct in Securities and Derivatives Trading of June 19, 2015, as amended from time to time, to make
a mandatory public offer for all the shares in the Issuer.
For the purposes of this definition "acting
in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively cooperate,
through the acquisition directly or indirectly of shares of the Issuer by any of them, either directly or indirectly, to obtain control
of the Issuer.
"CHF" and "Swiss francs" denote
the lawful currency of Switzerland.
"CO" has the meaning given to it in Condition
1(b) (Form, Denomination and Title).
"Conversion Date" has the meaning given to
it in Condition 8(g) (Conversion Date).
"Conversion Notice" means
each conversion notice in the form set out in Part I of Annex 1 (Form of Conversion Notice).
"Conversion Price" means
the higher of (a) the Fixed Conversion Price and (b) Conversion Price B.
"Conversion Price B" means
95% of the lowest daily VWAPs of one Issuer Share, as applicable, during the five (5) consecutive Trading Days ending on (and including)
the Trading Day immediately preceding the Conversion Date , rounded down to the nearest Swiss Cent (CHF 0.01). If the number calculated
pursuant to the above formula is lower than the nominal value of one Issuer Share, such number shall be deemed to be equal to the nominal
value of one Issuer Share, provided the Noteholder receives the Nominal Value Make-Whole Payment.
"Default" means an Event
of Default or an event or circumstance specified in Condition 12 (Events of Default) which could with the giving of notice, lapse
of time and/or issue of a certificate become an Event of Default.
"Disruption Event" means either or both of:
(c)
a material disruption to those payment or communications systems
or to those financial markets which are, in each case, required to operate in order for payments or deliveries of shares to be made in
connection with the Notes (or otherwise in order for the transactions contemplated by the Notes Documents to be carried out) which disruption
is not caused by, and is beyond the control of, any of the Parties; or
(d)
the occurrence of any other event which results in a disruption
(of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:
(i)
from performing its payment, settlement and/or delivery obligations
under the Notes Documents; or
(ii)
from communicating with other Parties in accordance with the
terms of the Notes Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations
are disrupted.
"Event of Default" has the meaning given to
it in Condition 13 (Events of Default).
"Ex-Date" means the first
day on which the Issuer Shares are traded on the Relevant Exchange without entitlement (ex).
"Exercise Period" has
the meaning ascribed to it in paragraph8(d) of Condition 8 (Conversion Notices).
"Financial Indebtedness" means any indebtedness
for or in respect of:
(a)
moneys borrowed and debit balances at banks or other financial
institutions;
(b)
any acceptance under any acceptance credit or bill discounting
facility (or dematerialised equivalent);
(c)
any note purchase facility or the issue of bonds, notes, debentures,
loan stock or any similar instrument;
(d)
the amount of any liability in respect of any lease or hire purchase
contract which would, in accordance with the accounting principles applicable to the Issuer, be treated as a balance sheet liability;
(e)
receivables sold or discounted (other than any receivables to
the extent they are sold on a non-recourse basis);
(f)
any counter-indemnity obligation in respect of a guarantee, bond,
standby or documentary letter of credit or any other instrument issued by a bank or financial institution;
(g)
any amount raised under any other transaction (including any
forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing;
(h)
any derivative transaction entered into in connection with protection
against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked
to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount)
shall be taken into account); and
(i)
the amount of any liability in respect of any guarantee for any
of the items referred to in paragraphs (a) to (g) above.
"Fixed Conversion Price" means
(a)
for the Initial Notes Tranche (i) for an Issuer Share
CHF 4.00 for the first 25% of the Convertible Notes of the Initial Notes Tranche, CHF5.00 for the second 25% of the Convertible Notes
of the Initial Notes Tranche, CHF6.00 for the third 25% of the Convertible Notes of the Initial Notes Tranche and CHF7.50 for the final
25% of the Convertible Notes of the Initial Notes Tranche;
(b)
for the Second Notes Tranche (i) for an Issuer Share CHF
4.00;
(c)
for the Third Notes Tranche (i) for an Issuer Share CHF
5.00;
(d)
for the Fourth Notes Tranche (i) for an Issuer Share CHF
6.00;
(e)
for the Fifth Notes Tranche (i) for an Issuer Share CHF
7.50, or, in case of share splits or share consolidations, such other price as adjusted in line with the share split or share consolidation.
"Group" means the Issuer
and all of its Subsidiaries from time to time.
"Holding Company" means,
in relation to a person, any other person in respect of which it is a Subsidiary.
"Initial Issue Date"
has the meaning given to it in the preamble to these Conditions. "Initial Notes Tranche" has the meaning given to
it in the Subscription Agreement.
"Interest Payment Date" has
the meaning given to it in Condition Annex 1Part 16(a) (Interest Accrual).
"Intermediary" means
SIS or any other intermediary recognized for the purposes of entering uncertificates securities (Wertrechte) in the main register
(Hauptregister) by the Relevant Exchange.
"Issuer" has the
meaning given to it in the preamble to these Conditions. "Issuer Shares" has the meaning given to it in the preamble
to these Conditions.
"Majority Noteholders" means,
at any time, any one or more holders of Notes, or being proxies or representatives in respect of Notes, and representing, in the aggregate,
a majority of the aggregate principal amount of all Notes then outstanding.
"Make-whole Amount" means
an amount per Note equal to 6% of the Principal Amount.
"Material Adverse Effect"
means in the reasonable opinion of the Noteholders' Representative a material adverse effect on:
(f)
the ability of the Issuer to perform its obligations under the
Notes or any of the Notes Documents; or
(g)
the listing of the Issuer Shares on SIX or, if the Issuer Shares
are no longer admitted to trading on the SIX Swiss Exchange, the principal stock exchange or securities market on which the Issuer Shares
are traded.
"Maturity Date" means,
with respect Notes pertaining to a particular Tranche, the date falling 24 months after the Relevant Issue Date of such Tranche.
"Nominal Value Make-Whole Payment"
has the meaning given to it in Condition 9 (Nominal Value Make Whole).
"Noteholder" or "holder"
means, in relation to a Note, the person in whose name that Note is for the time being registered in the Register (or, in the case
of joint holders, the first named thereof) and "holders" shall be construed accordingly.
"Noteholders' Representative"
has the meaning given to it in Condition 13 (Events of Default).
"Noteholder's Rate of Exchange"
means the spot rate of exchange available as per Bloomberg at 9am CET on the date of issuance of the relevant Conversion Notice for
the purchase of CHF with US$ (US$/CHF).
"Notes" has the
meaning given to it in the preamble to these Conditions. "Notes Documents" means, together:
(i)
the Conditions;
(i)
the Register of Uncertificated Securities; and
(ii)
any
other document designated as a Notes Document and as agreed between the Majority Noteholders and the Issuer or the Noteholders' Representative
and the Issuer, and "Notes Document" means any of them, as the context may require.
"Record Date" means
the last Business Day prior to the Ex-Date.
"Redemption Notice" has
the meaning given to it in Condition 10(a) (Redemption at the Option of the Issuer).
"Register" has the meaning given to it in
Condition 3(a) (Register).
"Register of Uncertificated Securities"
means each of the Issuer's register of uncertificated securities (Wertrechtebuch) relating to the Notes.
"Registered Office" has the meaning given
to it in Condition 3(a) (Register).
"Relevant Exchange" means
(a) in the case of the Issuer, SIX Swiss Exchange or any successor thereof or, if the Issuer Shares are no longer admitted to trading
on the SIX Swiss Exchange, the principal stock exchange or securities market on which the Issuer Shares are traded, and (b) in the case
of other securities, the principal stock exchange or securities market on which such other securities are traded.
"Relevant Issue Date" means
the Initial Issue Date and each other date on which Notes that are subject to the Conditions and form part of any particular Tranche are
issued by the Issuer.
"Sanctions Laws" means,
in each case to the extent applicable to the Issuer, all economic, financial or other sanctions laws or embargos administered or enforced
by a competent governmental Authority, in each case to the extent applicable to the Issuer, including without limitation: (i) the United
Nations Security Council; (ii) the European Union; (iii) the governmental institutions and agencies of the United States, including the
Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), and including Public Law No. 115-44,
the Countering America's Adversaries Through Sanctions Act; and (iv) the governmental institutions and agencies of the United Kingdom,
including Her Majesty's Treasury ("HMT").
"Second Notes Tranche" has the meaning given
to it in the Subscription Agreement.
"SIS" means SIX SIS Ltd.
"SIX" means SIX Swiss Exchange Ltd.
"SIX Swiss Exchange" means
SIX Swiss Exchange Ltd (or any successor to SIX Swiss Exchange Ltd), or the Swiss stock exchange operated by that company, as the context
requires.
"Subsidiary" of a person means any person:
(i)
which is controlled, directly or indirectly, by the first-mentioned
person; or
(ii)
more than half the issued (share) capital of which is beneficially owned, directly or indirectly, by the
first-mentioned person; or
(iii)
which is a Subsidiary of another Subsidiary of the first-mentioned
person; and, for these purposes, a person shall
be deemed to be "controlled" by another person if that other person is able to direct its affairs and/or to control the composition
of its board of directors or equivalent body.
"Swiss 10 Non-Bank Rule"
means the rule that the aggregate number of creditors under this Agreement which are not Swiss Qualifying Banks must not at any time
exceed ten (10), if and as long as a violation of this rule may result in Swiss Withholding Tax consequences for the Issuer, in each case
in accordance with the meaning of the Swiss Guidelines or the applicable legislation or explanatory notes addressing the same issues that
are in force at such time.
"Swiss 20 Non-Bank Rule"
means the rule that (without duplication) the aggregate number of lenders (including the Noteholders) other than Swiss Qualifying
Banks, of the Issuer under all its outstanding debts relevant for classification as debenture (Kassenobligation) (including debt
arising under the Notes, loans, facilities and/or private placements) must not at any time exceed twenty (20), if and as long as a violation
of this rule may result in Swiss Withholding Tax consequences for the Issuer, in each case in accordance with the meaning of the Swiss
Guidelines or the applicable legislation or explanatory notes addressing the same issues that are in force at such time.
"Swiss Guidelines" means,
together, guideline S-02.123 in relation to interbank loans of 22 September 1986 (Merkblatt "Verrechnungssteuer auf Zinsen von Bankguthaben,
deren Glaubiger Banken sind (Interbankguthaben)" vom 22. September 1986), guideline S-02.130.1 in relation to money market instruments
and book claims of April 1999 (Merkblatt vom April 1999 betreffend Geldmarktpapiere und Buchforderungen inlandischer Schuldner), circular
letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to deposits (Kreisschreiben Nr. 34 "Kundenguthaben" vom 26. Juli 2011),
the practice note 010-DVS-2019 of 5 February 2019 published by the Swiss Federal Tax Administration regarding Swiss Withholding Tax in
the Group (Mitteilung 010-DVS-2019-d vom 5 Februar 2019— Verrechnungssteuer: Guthaben im Konzern), the circular letter No.
15 of 3 October 2017 in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax,
Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 "Obligationen und derivative Finanzinstrumente als Gegenstand
der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben" vom 3. Oktober 2017), circular letter No. 46 of 24 July
2019 (1-046-VS-2019) in relation to syndicated credit facilities (Kreisschreiben Nr. 46 betreffend steuerliche Behandlung von Konsortialdarlehen,
Schuldscheindarlehen, Wechseln und Unterbeteiligungen vom 24. Juli 2019) and circular letter No. 47 of 25 July 2019 (1-047-VS-2019) in
relation to bonds (Kreisschreiben Nr. 47 betreffend Obligationen vom 25. Juli 2019), in each case as issued, amended or replaced
from time to time, by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute, ordinance,
court decision, regulation or the like as in force from time to time.
"Swiss Non-Bank Rules" means,
together, the Swiss 10 Non-Bank Rule and the Swiss 20 Non-Bank Rule.
"Swiss Qualifying Bank" means:
(i)
any bank as defined in the Swiss Federal Act on Banks and Savings
Banks dated 8 November 1934 (Bundesgesetz uber die Banken und Sparkassen); or
(ii)
a person or entity which effectively conducts banking activities
with its own infrastructure and staff as its principal business purpose and which has a banking license in full force and effect issued
in accordance with the banking laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance
with the banking laws in the jurisdiction of such branch, all and in each case within the meaning of the Swiss Guidelines.
"Swiss Withholding Tax" means
the tax imposed based on the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz uber die Verrechnungssteuer) together
with the related ordinances, regulations and guidelines.
"Taxes" means any taxes,
duties, levies, imposts, assessments or governmental charges of whatever nature or other charge or withholding of a similar nature (including
any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
"Theoretical Conversion Price"
means 95% of the lowest daily VWAPs of one Issuer Share, as applicable, during the five (5) consecutive Trading Days ending on (and
including) the Trading Day immediately preceding the Conversion Date.
"Trading Day" means any
day (other than a Saturday or Sunday) on which (i) the Relevant Exchange is open for business and Issuer Shares may be dealt in or (ii)
(if the Issuer Shares are not listed or admitted to trading on the Relevant Exchange) closing bid and offered prices are furnished for
the Issuer Shares.
"Tranche" means the Initial
Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Forth Notes Tranche, the Fifth Notes Tranche and any Additional
Notes Tranche, as the context requires.
"Voluntary Prepayment Requirement"
means that the daily VWAP of the Issuer Shares during the given (5) consecutive Trading Days ending on (and including) the Trading
Day immediately preceding the date on which the notice pursuant to Condition 9(b) (Redemption at the Option of the Issuer) is given
is lower than the Fixed Conversion Price.
"VWAP" means with respect
to any Trading Day, the volume-weighted average price of one Issuer Share published by Bloomberg Page HP (setting Weighted Average Line)
or, if there is none, such other source as shall be determined to be appropriate by a Noteholder on such Trading Day, provided that on
any Trading Day on which such price is not available or cannot otherwise be determined as provided above, the VWAP of an Issuer Share
in respect of such Trading Day shall be the volume-weighted average price, determined as provided above, on the immediately preceding
Trading Day on which the same can be so determined.
(b)
Interpretation: Unless a contrary indication
appears, a reference in these Conditions to:
(i)
words in the singular shall include the plural and in the plural
shall include the singular;
(ii)
principal and/or premium shall be deemed to include any additional
amounts which may be payable under Condition 11 (Taxation) or any undertaking given in addition to or substitution for it;
(iii)
a document in "agreed form" is a document which
is previously agreed in writing by or on behalf of the Issuer and the Majority Noteholders or the Issuer and the Noteholders' Representative,
or, if not so agreed, is in the form specified by the Majority Noteholders;
(iv)
"assets" includes present and future properties,
revenues and rights of every description;
(v)
a "Notes Document" or any other agreement or
instrument is a reference to that Notes Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
(vi)
"indebtedness" includes any obligation (whether
incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent (including,
for the avoidance of doubt, any Financial Indebtedness);
(vii)
a "person" includes any individual, firm, company, corporation, government, state or
agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal
personality);
(viii)
a "regulation" includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory,
self-regulatory or other Authority or organisation;
(ix)
a "transferor" or "transferee"
of Notes shall include joint transferors and joint transferees, respectively, and shall
be construed accordingly;
(x)
"outstanding" in relation to the Notes means all the Notes issued except:
(A)
those which have been redeemed in accordance with these Conditions;
(B)
those in respect of which claims have become prescribed under
Condition 12 (Prescription);
(C)
those which have been purchased and cancelled as provided in
these Conditions; and
(D)
those in respect
of which the Conversion Right has been duly exercised and discharged (and, for the avoidance
of doubt, a Note in respect of which a Conversion Date has occurred shall be deemed to remain
outstanding until the Conversion Right has been satisfied and discharged even if the holder
is removed from the Register during the conversion process), provided that for the purposes
of (1) ascertaining the right to attend and vote at any Noteholders' meeting; or (2) determining
how many Notes are outstanding for the purposes of Condition 13 (Events of Default) those
Notes which are directly or indirectly held by or on behalf of the Issuer or any of its Affiliates
and not yet cancelled shall be deemed not to remain outstanding;
(xi)
a provision of law is a reference to that provision as amended or re-enacted;
(xii)
a time of day is a reference to Zurich time unless otherwise
specified; and
(xiii)
a Default or Event of Default is "continuing" if
it has not been waived.
(c)
Conditions: A reference in these Conditions to a particular Condition is, unless the context
otherwise requires, to the numbered paragraph of these Conditions.
6.
INTEREST
(a)
Interest: Subject as provided in this Condition
6, Condition 7 (Payments), Condition 11 (Taxation), each Note bears interest from (and including) its Relevant Issue Date
at the Cash Interest Rate, with the interest being payable quarterly in cash or at the election of the Issuer, in Issuer Shares (whereby
Conversion Price B shall apply for the calculation of the relevant number of Issuer Shares).
(b)
Cessation of Interest: Each Note shall cease
to bear interest and interest shall become payable (i) in the case where a Noteholder has exercised its Conversion Right for that Note
pursuant to Condition 8 (Conversion Rights), from the Conversion Date applicable to that exercise; or (ii) in the case where that
Note is redeemed pursuant to Condition 10(a) (Redemption at the Option of the Issuer) or Condition 13 (Events of Default),
from the due date for redemption thereof unless payment of principal is improperly withheld or refused, in which case interest will
continue to accrue at a rate which is 2.5 per cent. higher than the Cash Interest Rate (both before and after judgment) until the day
on which all sums due in respect of that Note up to that day are received by or on behalf of that Noteholder.
(c)
Deduction of Swiss Withholding Tax: Should a
deduction of Swiss Withholding Tax be required by law to be made by the Issuer in respect of any interest payable by it under this Agreement
and should it be unlawful for the Issuer to comply with Condition 11 (Taxation) for any reason (where this would otherwise be
required by the terms of Condition 11 (Taxation)), (A) the applicable interest rate in relation to that interest payment shall
be the interest rate which would have applied to that interest payment (as provided for in Condition 6 (Interest)) in the absence
of this paragraph (c), divided by (ii) 1 minus the rate at which the relevant Swiss Withholding Tax deduction is required to be made
(where the rate at which the relevant tax deduction is required to be made is for this purpose expressed as a fraction of one (1) rather
than as a percentage), and (B) (i) the Issuer shall be obliged to pay the relevant interest at the adjusted rate in accordance with this
paragraph (c). Each relevant Noteholder shall promptly co-operate in completing any procedural formalities to possible reclaim the Swiss
Withholding Tax deducted. If and to the extent a Noteholder receives a refund of Swiss Withholding Tax, it shall forward such amount,
after deduction of costs, to the Issuer, unless an Event of Default is continuing. Nothing in this paragraph shall interfere with the
Noteholder's right to arrange its tax affairs in whatever manner it thinks fit and, without limiting the foregoing, no Noteholder shall
be under any obligation to claim any Swiss Withholding Tax refund in priority to any other claims, relieves, credits or deductions available
to it.
7.
PAYMENTS
(a)
Payment of Principal and Interest: Payment of
principal, interest (after deduction of the then applicable Swiss Withholding Tax: see Condition 11 (Taxation)) and any other
payments in cash to be made under these Conditions will be made available (unless a contrary indication appears in a Notes Document)
for value on the due date at the time and in such funds specified by the relevant Noteholder as being customary at the time for settlement
of transactions in dollars in the place of payment.
(b)
The Issuer undertakes that payments shall be made in freely
disposable funds as specified by the relevant Noteholder as being customary at the time for settlement of transactions in dollars in
the place of payment without collection cost to the Noteholders, and, unless otherwise provided for by applicable law, without any restrictions
and whatever the circumstances may be, irrespective of nationality, residence or domicile of the Noteholders and without requiring any
affidavit or the fulfilment of any other formality, except for the fulfilment of the requirement set out in paragraph (c) below.
(c)
Delay in Payment: Noteholders shall not be entitled
to any interest or other payment in respect of any delay in payment resulting from the due date for payment not being a Business Day.
8.
CONVERSION RIGHTS
(a)
Conversion Rights: Subject to the other provisions
of this Condition 8, each Note shall entitle the holder thereof to convert the Principal Amount of that Note plus interest accrued thereon
(calculated on the basis of the Cash Interest Rate) until the Conversion Date (the "Conversion Amount") to be settled
by converting the Conversion Amount into Issuer Shares at the Conversion Ratio as determined in accordance with Condition 8(b) (Conversion
Ratio and Conversion Price), credited as fully paid. Each such right of a Noteholder to require a conversion of the Conversion Amount
into Issuer Shares at the Conversion Ratio is herein referred to as the "Conversion Right" and together the "Conversion
Rights" and the settlement of the Conversion Amount via the conversion of such amount into Issuer Shares at the Conversion Ratio
is herein referred to as a "Conversion".
(b)
Conversion Ratio and Conversion Price: The conversion
ratio (the "Conversion Ratio") will be determined by converting the Conversion Amount into CHF, using the Noteholder's
Rate of Exchange on the Conversion Date and dividing the resulting figure by the Conversion Price prevailing on the Conversion Date.
Any remainder smaller than CHF 10 shall not be paid.
(c)
Conversion Price B Conversions: Notwithstanding
anything to the contrary set out in Condition 8(b) (Conversion Ratio and Conversion Price), the Noteholder shall have the right
to:
(i)
convert each calendar month a Conversion Amount of up to 12.5%
of the initial aggregate principal amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by
converting the Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting
figure by the Conversion Price B. Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt, the receipt of a Redemption
Notice shall in no way restrict the Noteholder from exercising the conversion right according to this Condition 8(c)(i) as long as the
Notes have not been cancelled in accordance with Condition 10(c). The Issuer shall, in its sole discretion, have the right to waive the
limit of 12.5%. For the avoidance of doubt, the Investor can convert more than the 12.5% if the daily VWAP is above the Fixed Conversion
Price.
(ii)
convert, upon occurrence of an Event of Default, a Conversion
Amount equalling the sum of the aggregate principal amount of all issued and unconverted Notes, accrued interest and premium (if any)
and the Make-whole Amount (if applicable) into Issuer Shares whereby the Conversion Ratio will be determined by converting the Conversion
Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure by the Conversion Price
B. The number of Issuer Shares to be delivered upon Conversion shall be rounded down to the next full number. Any remainder smaller than
CHF 10 shall not be paid.
(iii)
convert, upon receipt of a Redemption Notice, a Conversion Amount
of up to 12.5% of the initial aggregate principal amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio
will be determined by converting the Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing
the resulting figure by the Conversion Price B. Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt, the conversion
right according to this Condition 8(c)(iii) may be exercised in addition to the conversion right according to Condition 8(c)(i). The Issuer
shall, in its sole discretion, have the right to waive the limit of 12.5%.
(d)
Conversion Notices: A Noteholder may exercise
its Conversion Rights at any time during the term of the relevant Note (the "Exercise Period") by serving a Conversion
Notice to the Issuer whereupon the Issuer shall procure the issue or transfer and delivery to, or as directed by, that Noteholder of
Issuer Shares credited as fully paid in accordance with Condition 8(i) (Delivery of Issuer Shares). If the Conversion Notice is
delivered after the end of normal business hours in Zurich, Switzerland, or on a day which is not a Business Day, such delivery shall
be deemed for all purposes of this Conditions to have been made on the following Business Day.
(e)
Conversion at Maturity: It is understood and
agreed that the Investor is obliged to request Conversion of each Convertible Note held by the Investor prior to the Maturity Date except
in case an Event of Default has occurred and the Investor hence irrevocably undertakes to request Conversion of all outstanding Convertible
Notes prior to the Maturity Date. To the extent the Investor has failed to request Conversion prior to the date falling ten (10) Business
Days prior to the Maturity Date, the Issuer shall be authorized to request Conversion on behalf of the Investor during the last ten (10)
Business Days immediately prior to the Maturity Date. Such Conversion shall be made through the Issuer (or any person designated by the
Issuer) completing a Conversion Notice on behalf of the Investor. A copy of such Conversion Notice shall immediately be sent to the Investor.
The Conversion will take place at the lower of the Fixed Conversion Price and Conversion Price B.
(f)
Exercise of Conversion Right: The Conversion Right may
be exercised at any time during the Exercise Period in one or multiple instances and with respect to any Conversion Amount, provided
that each conversion represents a round whole number of Notes exceeding 1 (i.e. the "minimum" Conversion Amount is USD 100,000
and Conversion Amounts must be in multiples of USD 100,000) and the maximum single Conversion Amount is USD 2,500,000 (unless such limit
to the maximum single Conversion Amount is waived by the Issuer), always provided that such maximum single Conversion Amount shall not
apply to Conversion Price B Conversions according to section 8(c) (Conversion Price B Conversions). Upon the exercise of the Conversion
Right by the relevant Noteholder, the respective Conversion Amount shall be deemed to become immediately due and payable and upon delivery
of the relevant number of Issuer Shares, the respective Conversion Amount shall be deemed to be settled.
(g)
Conversion Date: The conversion date in respect of a
Conversion Amount (the "Conversion Date") shall be the date on which a Conversion Notice has been received or is deemed to
have been received in accordance with Condition 8(d) (Conversion Notices).
(h)
Conversion Limitation: Notwithstanding anything to the
contrary set out in this Condition 8 (Conversion Rights), no Conversion may take place if as a result of such Conversion the relevant
Noteholder would beneficially own in excess of 9.99% per cent. of the outstanding share capital of the Issuer (as computed pursuant to
Rule 13d-3 promulgated under the U.S. Securities and Exchange Act of 1934)(the "Conversion Limitation"). If as of the time
of Maturity the Noteholder exceeds the Conversion Limitation or the Noteholder may be deemed an "affiliate" of the Company,
the Note shall be extended, at the election of the Investor, at a maximum 3 times for a period of 2 months each (i.e. maximum 6 months
in total) prior to the conversion according to Section 8(e)(Conversion at Maturity). The word "affiliate" shall be defined
as provided in Rule 501(b) under the Securities Act of 1933
(i)
Delivery of Issuer Shares:
(i)
Issuance of Issuer Shares: The Issuer Shares to be delivered
upon the exercise by a Noteholder of a Conversion Right pursuant to this Condition 8 shall be delivered from Issuer Shares held in treasury
by the Issuer or its Subsidiaries or newly issued from the Issuer's conditional share capital (bedingtes Aktienkapital) or the
Issuer's authorized share capital (genehmigtes Aktienkapital), with the same entitlements as the other outstanding Issuer Shares,
except that the Issuer Shares so delivered will not give any right for any dividend or other distribution declared, paid or made by reference
to a Record Date prior to the Conversion Date and except that the voting rights may not be exercised unless the person designated in
the Conversion Notice as recipient of the Issuer Shares is registered as the holder of the Issuer Shares in the Issuer's share register
(Aktienbuch).
(ii)
Delivery of Issuer Shares: The Issuer will use best
efforts to effect delivery of the Issuer Shares within not more than one (1) Trading Day after the Conversion Date; in any event, the
Issuer will effect delivery of the Issuer Shares within not more than two (2) Trading Days after the Conversion Date through the Intermediary
in accordance with directions given by the Noteholder in the relevant Conversion Notice and enter the Noteholder (or any designee of
the Noteholder to which relevant Issuer Shares are transferred in accordance with the Conversion Notice) into the Issuer's share register
(Aktienbuch). For the avoidance of doubt, it is acknowledged that the first Delivery of Issuer Shares may take up to five (5)
Trading Days, subject to the compliance requirements of the Issuer and the Investor's respective custodian banks and any verification
checks that they are required to carry out. As long as the Issuer undertakes its best efforts to effect delivery of the Issuer Shares,
this will not be considered an Inability to issue Conversion Shares pursuant to the immediately following paragraph.
(iii)
Inability to issue Conversion Shares: If the Issuer
is unable to deliver the Issuer Shares to the Investor within two Trading Days after the Conversion Date in compliance with this Agreement
for any reason, then without limiting any other rights of the Investor under this Agreement, the Investor may (but is not required to)
either: (a) both (i) hold over the Conversion Price that would have applied to the Conversion (the "Applicable Price");
and (ii) once the Company's inability to deliver the Issuer Shares is overcome, apply the Applicable Price to determine the number
of Issuer Shares that are then issuable and require such number of Issuer Shares to be delivered by the Issuer; or (b) require the Issuer
to repay the Alternative Amount (instead of issuing the Issuer Shares). The Alternative Amount, in relation to any delivery of Issuer
Shares, means (yy) 103% of the Conversion Amount that would have otherwise been the subject of the delivery of Issuer Shares if delivery
is made within less than 5 Trading Days and (zz) 108% of the Conversion Amount that would have otherwise been the subject of the delivery
of Issuer Shares if delivery is made on the 5th Trading Day or later. For the avoidance of doubt, this section shall not apply in case
the inability to deliver the Conversion Shares is solely the Investor's fault for not instructing its share agent properly.
(iv)
Taxes and other costs. Any Swiss Federal Stamp Duty,
if due, as well as the fee of the Relevant Exchange, if any, payable upon the delivery of the Issuer Shares to the Noteholder (or any
designee of the Noteholder) upon a Conversion will be paid or reimbursed by the Issuer.
9.
NOMINAL VALUE MAKE-WHOLE
At the Noteholder's discretion,
if the Conversion Price B on the relevant Conversion Date is lower than the nominal value of the Shares, the Noteholder shall accept to
receive a number of Shares equal to the Conversion Amount divided by the nominal value of the Issuer Shares, provided that the relevant
Noteholder also receives a cash contractual penalty payment of an amount equal to the closing price of the Issuer Share on the Conversion
Date multiplied by the difference between (i) the Conversion Amount divided by the applicable Theoretical Conversion Price and (ii) the
Conversion Amount divided by the nominal value of the Issuer Shares (the "Nominal Value Make-Whole Payment").
10.
REDEMPTION AND PURCHASE
(a)
Redemption at the Option of the Issuer: If the
Voluntary Prepayment Requirement is met, the Issuer may, by giving not less than 15 Business Days' (or such shorter notice the relevant
Noteholder may agree) prior notice to the Noteholders in accordance with Condition 14 (Notices) (which notice shall be irrevocable
and shall specify the date fixed for redemption) (the "Redemption Notice"), redeem the Notes at their Principal Amount
together with accrued and unpaid interest to (and including) the day of redemption and together with the Make-whole Amount pertaining
to each Note. For the avoidance of doubt, upon receipt of the Redemption Notice until actual Redemption, the Investor has the right to
convert the amount to be redeemed according to the Redemption Notice at the applicable Fixed Conversion Price.
(b)
No other redemption: The Issuer shall not be
entitled to redeem the Notes otherwise than as provided in Condition 9(a) (Redemption at the Option of the Issuer).
(c)
Cancellation of Notes: All Notes which are redeemed
or converted pursuant to Condition 8 (Conversion Rights) and this Condition 9 (Redemption and Purchase) will be cancelled
and may not be reissued or resold.
11.
TAXATION
All payments of principal and interest
in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any Taxes imposed, levied, collected,
withheld or assessed by or on behalf of any relevant jurisdiction, unless such withholding or deduction is required by law. In that event,
the Issuer shall pay such additional amounts as will result in the receipt by the Noteholder of such amounts as would have been received
by them if no such withholding or deduction had been required.
12.
PRESCRIPTION
Claims for payment of the Principal
Amount or interest cease to be enforceable by legal action in accordance with the applicable Swiss statute of limitations (presently after
10 years in case of claims for payment of the Principal Amount and after five years in case of claims of payment of interest, in each
case from the relevant due date for payment).
13.
EVENTS OF DEFAULT
L1 Capital Global Opportunities
Master Fund (in its capacity as initial Noteholders' Representative) or any other person appointed by the Majority Noteholders as Noteholders'
Representative in its place (the "Noteholders' Representative") has the right but not the obligation to notify the Issuer
in writing (such notice, an "Acceleration Notice") that the Notes are, and shall thereupon immediately become, due and
repayable, at their Principal Amount, together with accrued interest and premium (if any) and together with the Make-whole Amount pertaining
to each Note, upon the occurrence of any of the following events (each, an "Event of Default"):
(a)
Non-payment: The Issuer does not pay on the due
date any amount (including, without limitation, principal, premium or interest payable), in each case in respect of the Notes at the
place at and in the currency in which it is expressed to be payable unless:
(i)
its failure to pay is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
(ii)
payment is made within three (3) Business Days of its due date.
(b)
Breach of the Share Coverage Covenant: If, at
any time, the Issuer does not have a number of shares reserved and available exclusively for the Issuer in case of the conversion of
any Notes equal to 150% of the outstanding aggregate principal amount converted into CHF using the Noteholder's Rate of Exchange divided
by the applicable Conversion Price B, and the Issuer has not rectified this within a period of 20 Trading Days following the initial
breach, then this is considered a Breach of the Share Coverage Covenant.
(c)
Failure to deliver Issuer Shares upon Conversion: The
Issuer fails to issue or transfer and deliver any Issuer Shares as and when such Issuer Shares are required to be transferred and delivered
following any Noteholder's exercise of a Conversion Right in accordance with the terms of these Conditions unless such failure is caused
by administrative or technical error or a Disruption Event and the transfer and delivery is made within two Business Days of the date
the Issuer Shares are required to be transferred and delivered;
(d)
Breach of Obligations: The Issuer does not comply
with any provision of the Notes or the Notes Documents (other than those referred to in Condition 13(a) (Non-payment) and Condition
13(b) (Failure to deliver Issuer Shares)) and such failure:
(i)
is, as reasonably determined by the Noteholders' Representative,
incapable of remedy; or
(ii)
being a failure which is, as reasonably determined by the Noteholders'
Representative, capable of remedy and which remains un-remedied for 10 Business Days (or such longer period as the Noteholders' Representative
may agree) after the earlier of (A) the Noteholders' Representative giving notice to the Issuer in writing thereof and (B) the Issuer
becoming aware of the relevant failure to comply;
(e)
Cross-default:
(i)
Any Financial Indebtedness of the Issuer is not paid when due
nor within any originally applicable grace period;
(ii)
Any Financial Indebtedness of the Issuer is declared to be or
otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);
(iii)
Any commitment for any Financial Indebtedness of the Issuer is
cancelled or suspended by a creditor of the Issuer as a result of an event of default (however described);
(iv)
Any creditor of the Issuer becomes entitled to declare any Financial
Indebtedness of the Issuer due and payable prior to its specified maturity as a result of an event of default (however described);
provided that no Event
of Default under this Condition 13(d) shall be deemed to have occurred if the aggregate amount of Financial Indebtedness or commitment
for Financial Indebtedness falling within sub-paragraphs (i) to (iv) above is less than US$150,000 (or its equivalent in other currency
or currencies);
Insolvency:
(i)
The Issuer:
(A)
is unable or admits inability to pay its debts as they fall
due; or
(B)
is over-indebted (uberschuldet) within the meaning of
article 725 of the Swiss Code of Obligations and its board of directors becomes obliged to inform the competent bankruptcy court thereof;
or
(C)
suspends or threatens to suspend making payments on any of
its debts; or
(D)
by reason of actual or anticipated financial difficulties,
commences negotiations with one or more of its creditors (excluding any Noteholder in its capacity as such) a view to enter into a standstill
or similar agreement;
(ii)
A moratorium is declared in respect of any indebtedness of the
Issuer. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.
(g)
Insolvency Proceedings:
(i)
Any corporate action, legal proceedings or other procedure or
step is taken in relation to:
(A)
the suspension of payments or a moratorium of any indebtedness,
winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the
Issuer;
(B)
a composition, compromise, assignment or arrangement with any
creditor of the Issuer; or
(C)
the appointment of a liquidator, receiver, administrative receiver,
administrator, compulsory manager or other similar officer in respect of the Issuer or any of the Issuer's assets,
i)
or any analogous procedure or step is taken in any jurisdiction.
ii)
Sub-paragraph (i) shall not apply to any debt enforcement proceeding
which is frivolous or vexatious or disputed by the Issuer acting diligently and in good faith and which is, in either case, discharged,
stayed or dismissed within the applicable time frame under applicable law, but in any event within 30 calendar days. ;
(h)
Creditors' Process: Any expropriation, attachment,
sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of the Issuer having an
aggregate value of US$150,000 and is not discharged within 30 calendar days;
(i)
Unlawfulness and Invalidity:
(i)
It is or becomes unlawful for the Issuer to perform any of its
obligations under the Notes or any Notes Document;
(ii)
Any material obligation or obligations of the Issuer under the
Notes or any Notes Document are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation
individually or cumulatively materially and adversely affects the interests of the Noteholders under the Notes or any Notes Documents;
(j)
Cessation of Business: The Issuer suspends or ceases to carry on
(or threatens to suspend or cease to carry on) all or a material part of its business;
(k)
Repudiation and Rescission of Agreements: The Issuer rescinds or
purports to rescind or repudiates or purports to repudiate the Notes or any Notes Document or evidences an intention to rescind or repudiate
Notes Document;
(l)
Litigation: Any litigation, arbitration or administrative proceedings
or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order of a court, arbitral
body or agency is made, in relation to the Notes or any Notes Document or the transactions contemplated in the Notes Documents or against
the Issuer or its assets which have, or has, or are, or is, reasonably likely to have a Material Adverse Effect;
(m)
Material Adverse Effect: Any event or circumstance occurs which the
Noteholder' Representative reasonably believe(s) has or is reasonably likely to have a Material Adverse Effect;
(n)
Change of Control: A change of control in the Issuer occurs.
(o)
Delisting of Issuer Shares: The Issuer Shares are delisted from the
Relevant Exchange without being listed on another Relevant Exchange.
(p)
Extended Suspension of Trading: The Issuer Shares or ADS are suspended
from trading on the Relevant Exchange for more than 10 consecutive Trading Days.
The Issuer shall inform the Noteholders'
Representative without delay of the occurrence of any of the events set out in paragraphs (a) to (n) above and to provide the Noteholders'
Representative with all necessary information relating to the relevant Event of Default (and the Issuer accepts responsibility for the
information provided to the Noteholders' Representative).
Upon the occurrence of an
Event of Default, the Noteholders' Representative may invite the Noteholder in accordance with article 1157 et seq. CO to a
Noteholders' meeting for the taking of an enforcement resolution as resolved by the Majority Noteholders provided that the
Noteholders' Representative has not served an Acceleration Notice itself. The legally valid resolution of the Noteholders' meeting
to serve an Acceleration Notice shall replace the right reserved by the Noteholders' Representative according to these Conditions to
serve an Acceleration Notice on behalf of the Noteholders. If the Noteholders' meeting votes against the serving of an Acceleration
Notice, the right to serve such Acceleration Notice shall revert to the Noteholders' Representative whereby the Noteholders'
Representative shall not be bound by the resolution of the Noteholders' meeting if and to the extent that new circumstances arise or
become known which require a new assessment of the facts.
14.
NOTICES
Notices to Noteholders will be
sent to them by first class mail (or its equivalent) or (if posted to an overseas address) by airmail at their respective addresses recorded
in the Register. Any such notice shall be deemed to have been given on the fourth day after the date of mailing.
15.
AMENDMENTS TO THESE CONDITIONS
These Conditions may be amended
by agreement between the Issuer and the Noteholders' Representative (acting in its capacity as such) on behalf of the Noteholders provided
that such amendment (a) is of a formal, minor or technical nature and/or is made to correct a manifest error and (b) is not materially
prejudicial to the interests of the Noteholders. Notice of any such amendment shall be published in accordance with Condition 14 (Notices).
Other amendments may be effected in accordance with articles 1157 et seq. CO.
16.
ROLE OF NOTEHOLDERS' REPRESENTATIVE
Ll Capital Global Opportunities
Master Fund will act as initial Noteholders' Representative for the purpose of the Notes, but only in such cases stated explicitly in
these Conditions. In any other cases, Ll Capital Global Opportunities Master Fund is not obliged to take or to consider any actions on
behalf of or for the benefit of the Noteholders.
17.
GOVERNING LAW AND JURISDICTION
17.1
Governing Law
The Notes (including any non-contractual
obligations arising out of or in connection with the Notes) are governed by the laws of Switzerland.
17.2
Jurisdiction
The Issuer agrees that any claim,
dispute or difference of whatever nature arising under, out of or in connection with the Notes (including a claim, dispute or difference
regarding its existence, termination or validity or any non-contractual obligations arising out of or in connection with the Notes) shall
be brought exclusively before the competent courts of the City of Zurich, Switzerland (venue being Zurich 1).
ANNEX 1
FORM OF CONVERSION NOTICE
WISEKEY INTERNATIONAL HOLDING AG (a stock corporation incorporated in Switzerland)
UP TO US$22,000,000 CONVERTIBLE NOTES convertible into shares in WISeKey International Holding AG
(the "Notes")
Dated: [·]
To: WISEKEY INTERNATIONAL HOLDING AG (the "Issuer")
Your attention is drawn to Condition 8
(Conversion Rights) with respect to the conditions relating to Conversion of Notes following the exercise of a Conversion Right.
Terms defined in the Conditions have the
same meaning when used in this Conversion Notice unless given a different meaning in this Conversion Notice.
I/We*, confirm that we are currently holding [·]
Issuer Shares.
I/We*, the undersigned, being the holder(s)
of the Notes specified below hereby irrevocably elect to convert such Notes in accordance with the Conditions for such number of registered
shares of WISeKey International Holding AG, a stock corporation incorporated under the laws of Switzerland (company registration number
CHE-143.782.707) (the "Converted Shares ") specified below, in accordance with the following instructions:
1.
Number and type of Notes to be converted into the Converted
Shares:
[•]
Notes, pertaining to the Tranche issued on [•], with Maturity Date
on [•] (the "Conversion Notes")
2.
Conversion Amount to be converted into the Converted Shares:
Item
Amount
Total Principal Amount of Conversion Notes:
US$ [•]
Interest accrued on the Conversion Notes until the Conversion Date:
US$ [•]
Conversion Amount:
US$ [•]
3.
Conversion Ratio: [Details of calculation]
4.
Number of Converted Shares resulting from Conversion and to
be transferred and delivered by the Issuer to the undersigned Noteholder(s):
[•]
Converted Shares
The number of Converted Shares to be delivered upon the
Conversion shall be rounded down to the next full number. Any remainder smaller than CHF 10.00 shall not be paid.
To the extent the Converted Shares to be
delivered are issued out of the conditional share capital (bedingtes Aktienkapital) of the Issuer, we herewith make reference to
article [4b] of the Issuer's articles of association.
I/We* kindly ask you to enter [name
of account holder] into the share register of the Issuer with voting rights with respect to the Converted Shares referred to in this
Conversion Notice.
I/We* request that the Converted Shares
to be transferred on Conversion of the Notes specified above be delivered to the following person(s):
Name:
[•]
Address:
[•]
Telephone:
[•]
E-Mail:
[•]
The details of the securities account(s) to
which the Converted Shares are to be transferred are as follows:
Account Bank:
[•]
Account Number:
[•]
Account Name
[•]
SWIFT:
[•]
Number of Conversion Shares:
[•]
Text in italics in this Conversion Notice is for reference only.
This Conversion Notice, including any non-contractual obligations
arising out of or in connection with it, is governed by, and shall be construed in accordance with, Swiss law.
* Delete as appropriate. Yours faithfully,
[NAME OF THE NOTEHOLDER] as Noteholder
By:
By:
Title:
Title:
Annex 2
Form of Subscription Request
To L1 Capital Global Opportunities Master Fund
VIA EMAIL
Copy:
Notice date: [■]
We refer to the agreement for the issuance of and subscription
of convertible notes dated June 2021 [■], 2021 (the Agreement).
All terms written with a capital initial letter shall have
the definition ascribed to them in the Agreement.
This is a Subscription Request pursuant to the Agreement.
We confirm that all conditions precedent pursuant to the
Agreement are fulfilled.
We hereby request that the Investor subscribe for Tranche
Number [■]
Subscription Price: [■]
Subscription Date: [■]
The Subscription Price shall be paid in the amount of the issued
Convertible Notes upon their issuance to the following bank account:
THIS AGREEMENT is dated as at
the date stated at the beginning of this Agreement and made between:
(1)
WISEKEY INTERNATIONAL HOLDING AG, a stock corporation (company registration
number CHE-143.782.707) organised and existing under the laws of Switzerland, having its registered office at General-Guisan-Strasse 6,
6300 Zug, Switzerland, as issuer (the "Issuer"); and
(2)
Anson Investments Master Fund LP, with registered office at Walkers Corporate
Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands (the "Investor"
or "Initial Noteholder").
WHEREAS:
A.
The Issuer has authorised the creation and issue of 6 per cent. unsecured convertible
notes (the "Notes") in an aggregate principal amount of up to US$ 22,000,000, which are constituted by, and subject to
and have the benefit of, the Conditions (as defined below).
B.
All of the Notes will be initially sold to the Investor in one or more transactions
in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, and will be issued in the form of uncertificated securities
(Wertrechte) pursuant to article 973c of the Swiss Code of Obligations of 30 March 1911, as amended (the "CO").
IT IS AGREED as follows:
1.
DEFINITIONS AND INTERPRETATION
1.1
Definitions
Unless defined in this Agreement,
capitalised terms and expressions used in the Conditions shall have the same meanings in this Agreement. In addition, in this Agreement:
"Additional Notes Tranche"
has the meaning given to it in Clause 2 (Subscription).
"Additional Notes Tranche Closing" has the meaning given
to it in Clause 2 (Subscription).
"Additional Notes Tranche
Closing Date" means the day the Issuer has subscribed for the Second Notes Tranche (as set out in Annex 2) and the Investor has
notified its satisfaction (or waiver) of completion of the conditions set out in Clause 9.3 (Investor's Conditions Precedent to each
Additional Notes Tranche Closing) with respect to the relevant Second Notes Tranche.
"Additional Notes Tranche
Subscription Price" means an amount agreed between the Issuer and the Investor less any expenses referred to in Clause 11.2 (Investor's
Expenses) less the applicable Issuance Fee.
"ADS" means the
American Depository Shares registered and traded at Nasdaq.
"Agreement" means this subscription agreement, together with
all its Schedules.
"Affiliate" means,
in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
"Authorisation" means
an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
"Authority"
means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial or government-owned
body, department, commission, authority, tribunal, agency or entity, or central bank (or any person, whether or not government owned and
howsoever constituted or called, that exercises the functions of a central bank).
"Business Day"
means a day (other than a Saturday or Sunday) on which banks are open for general business the whole day in Zurich (Switzerland) and New
York (NY, United States).
"Closing Date"
means the Initial Notes Tranche Closing Date, the Second Notes Tranche Closing Date, the Third Notes Tranche Closing Date, the Fourth
Notes Tranche Closing Date, the Fifth Notes Tranche Closing Date and each Additional Notes Tranche Closing Date as the context requires.
"CO" has the meaning
given to it in the recitals.
"Conditions"
means the terms and conditions of the Notes as set out in Schedule 1 (Terms and Conditions).
"Converted Shares
" means Issuer Shares for which the Noteholder is entitled to be transferred and delivered to it by the Issuer following the Noteholder's
exercise of any of its Conversion Rights in accordance with the Conditions.
"Event of Default" has the meaning given
to it in the Conditions.
"Fifth Notes Tranche" has the meaning
given to it in Clause 2 (Subscription).
"Fifth Notes Tranche Closing" has the
meaning given to it in Clause 2 (Subscription).
"Fifth Notes Tranche
Closing Date" means any date that is within three (3) Trading Days after the date on which the Issuer requests, in its discretion,
that the Investor subscribes for the Fifth Notes Tranche by submitting to the Investor a Subscription Notice, provided that (i) on such
date the conditions set out in Clause 9.2 (Investor's Conditions Precedent to Second to Fifth Notes Tranche Closing) with respect
to the Fifth Notes Tranche have been satisfied or waived and (ii) the period set out in Clause 9.2 (Investor's Conditions Precedent
to Second to Fifth Notes Tranche Closing) has expired or has been waived by the Investor and such Closing Date does not fall more
than 24 months after the date of this Agreement.
"Fifth Notes Tranche Subscription Price"
means US$2,695,000 less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Fourth Notes Tranche" has the meaning
given to it in Clause 2 (Subscription).
"Fourth Notes Tranche Closing" has the meaning given to it in Clause 2
(Subscription).
"Fourth Notes Tranche
Closing Date" means any date that is within three (3) Trading Days after the date on which the Issuer requests, in its discretion,
that the Investor subscribes for the Fourth Notes Tranche by submitting to the Investor a Subscription Notice, provided that (i) on such
date the conditions set out in Clause 9.2 (Investor's Conditions Precedent to Second to Fifth Notes Tranche Closing) with respect
to the Fourth Notes Tranche have been satisfied or waived and (ii) the period set out in Clause 9.2 (Investor's Conditions Precedent
to Second to Fifth Notes Tranche Closing) has expired or has been waived by the Investor and such Closing Date does not fall more
than 24 months after the date of this Agreement.
"Fourth Notes Tranche Subscription Price"
means US$2,695,000 less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Initial Noteholder" has the meaning
given to it in the introductory paragraph.
"Initial Notes Tranche" has the meaning given to it in Clause 2 (Subscription).
"Initial Notes Tranche Closing" has the
meaning given to it in Clause 2 (Subscription).
“Initial Notes Tranche
Closing Date" means any date between the date hereof and the date that is three Trading Days following the signing of this Agreement,
provided that on such date the conditions set out in Clause 9.1 (Investor's Conditions Precedent to Initial Notes Tranche Closing)
have been satisfied or waived.
"Initial Notes Tranche
Subscription Price" means US$10,780,000 less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Investment"
means the creation, issue and delivery of the Notes; the conversion for, and transfer and delivery of, the Converted Shares; and the consummation
of the other transactions contemplated by the Notes Documents.
"Investor" has
the meaning given to it in the introductory paragraph.
"Issuer" has the meaning given to it in the introductory paragraph.
"Legal Reservations" means:
(a)
the principle that certain remedies may be granted or refused at the discretion of
a court and the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria,
administration and other laws generally affecting the rights of creditors;
(b)
the time barring of claims under applicable limitation laws, the possibility that
an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of set-off or
counterclaim under the laws of the applicable jurisdiction; and
(c)
similar principles, rights and defences under the laws of any
Relevant Jurisdiction.
"Material Adverse Effect"
means a material adverse effect on:
(a)
the consummation of the Investment;
(b)
the ability of the Issuer to perform its obligations under the Notes or any of
the Notes Documents; or
(c)
the listing of the Issuer Shares at SIX.
"Maturity Date" means,
with respect to Notes pertaining to a particular Tranche, the date falling 24 months after the Closing Date relating to such Tranche.
"Maximum Notes Amount" means US$22,000,000.
"Notes" has the meaning given to it in the recitals.
"Notes Documents" means, together:
(a)
this Agreement;
(b)
the Conditions;
(c)
each Register of Uncertificated Securities; and
(d)
any other document designated as a Notes Document and as agreed between the Investor
and the Issuer,
and "Notes Document"
means any of them, as the context may require.
"Party" means a party to this Agreement.
"Register of Uncertificated Securities"
has the meaning given to it in Clause 4.1 (Issuance of Notes).
"Regulation S" means Regulation
S under the Securities Act.
"Relevant Jurisdiction" means, in relation to the Issuer:
(a)
Switzerland; and
(b)
any jurisdiction where it conducts its business.
"Repeating Representations"
means each of the representations set out in Clause 5.1(a) (Status) to Clause 5.1(l) (No Default) (inclusive) and Clause
5.1(n) (No Proceedings) to Clause 5.1(t) (Compliance With Laws Governing the Issuance of the Converted Shares) (inclusive).
"Sanctioned Country"
has the meaning given to it in paragraph (q)(i) of Clause 5.1 (Issuer's Representations).
"Sanctions" has the meaning given to it
in paragraph (q)(i) of Clause 5.1 (Issuer's Representations).
"Second Notes Tranche" has the meaning
given to it in Clause 2 (Subscription).
"Second Notes Tranche Closing" has the meaning given to it in Clause 2
(Subscription).
"Second Notes Tranche
Closing Date" means any date that is within three (3) Trading Days after the date on which the Issuer requests, in its discretion,
that the Investor subscribes for the Second Notes Tranche by submitting to the Investor a Subscription Notice, provided that (i) on such
date the conditions set out in Clause 9.2 (Investor's Conditions Precedent to Second to Fifth Notes Tranche Closing) with respect
to the Second Notes Tranche have been satisfied or waived and (ii) the period set out in Clause 9.2 (Investor's Conditions Precedent
to Second to Fifth Notes Tranche Closing) has expired or has been waived by the Investor and such Closing Date does not fall more
than 24 months after the date of this Agreement.
"Second Notes Tranche
Subscription Price" means US$2,695,000 less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Securities Act" means the U.S. Securities
Act of 1933, as amended.
“Subscription Fee” has the meaning given
to it in Clause 4.3 (Subscription Fee).
“Subscription Notice” means the notice
submitted by the Issuer as set out in Appendix 2
"Subscription Price"
means the Initial Notes Tranche Subscription Price, Second Notes Tranche Subscription Price and each Additional Notes Tranche Subscription
Price, as the context requires.
"Subsidiary" of a person means any person:
(a)
which is controlled, directly or indirectly, by the first-mentioned person; or
(b)
more than half the issued (share) capital of which is beneficially owned, directly or
indirectly, by the first-mentioned person; or
(c)
which is a Subsidiary of another Subsidiary of the first-mentioned person; and, for these purposes, a person
shall be deemed to be "controlled" by another person if that other person is able to direct its affairs and/or to control the
composition of its board of directors or equivalent body.
"Swiss 10 Non-Bank Rule"
means the rule that the aggregate number of creditors under this Agreement which are not Swiss Qualifying Banks must not at any time exceed
ten (10), if and as long as a violation of this rule may result in Swiss Withholding Tax consequences for the Issuer, in each case in
accordance with the meaning of the Swiss Guidelines or the applicable legislation or explanatory notes addressing the same issues that
are in force at such time.
"Swiss 20 Non-Bank Rule"
means the rule that (without duplication) the aggregate number of lenders (including the Investor) other than Swiss Qualifying Banks,
of the Issuer under all its outstanding debts relevant for classification as debenture (Kassenobligation) (including debt arising
under the Notes, loans, facilities and/or private placements) must not at any time exceed twenty (20), if and as long as a violation of
this rule may result in Swiss Withholding Tax consequences for the Issuer, in each case in accordance with the meaning of the Swiss Guidelines
or the applicable legislation or explanatory notes addressing the same issues that are in force at such time.
"Swiss Guidelines"
means, together, guideline S-02.123 in relation to interbank loans of 22 September 1986 (Merkblatt "Verrechnungssteuer auf Zinsen
von Bankguthaben, deren Gläubiger Banken sind (Interbankguthaben)" vom 22. September 1986), guideline S-02.130.1 in relation
to money market instruments and book claims of June 2021 (Merkblatt vom June 2021 betreffend Geldmarktpapiere und Buchforderungen inländischer
Schuldner), circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to deposits (Kreisschreiben Nr. 34 "Kundenguthaben"
vom 26. Juli 2011), the practice note 010-DVS-2019 of 5 February 2019 published by the Swiss Federal Tax Administration regarding Swiss
Withholding Tax in the Group (Mitteilung 010-DVS-2019-d vom 5 Februar 2019 – Verrechnungssteuer: Guthaben im Konzern), the
circular letter No. 15 of 3 October 2017 in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss
federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 "Obligationen und derivative Finanzinstrumente
als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben" vom 3. Oktober 2017), circular letter No.
46 of 24 July 2019 (1-046-VS-2019) in relation to syndicated credit facilities (Kreisschreiben Nr. 46 betreffend steuerliche Behandlung
von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen vom 24. Juli 2019) and circular letter No. 47 of 25 July
2019 (1-047-VS-2019) in relation to bonds (Kreisschreiben Nr. 47 betreffend Obligationen vom 25. Juli 2019), in each case as issued, amended
or replaced from time to time, by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute,
ordinance, court decision, regulation or the like as in force from time to time.
"Swiss Non-Bank Rules" means, together,
the Swiss 10 Non-Bank Rule and the Swiss 20 Non- Bank Rule.
"Swiss Qualifying Bank" means:
(a)
any bank as defined in the Swiss Federal Act on Banks and Savings Banks dated
8 November 1934 (Bundesgesetz über die Banken und Sparkassen); or
(b)
a person or entity which effectively conducts banking activities with its own infrastructure
and staff as its principal business purpose and which has a banking license in full force and effect issued in accordance with the banking
laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction
of such branch, all and in each case within the meaning of the Swiss Guidelines.
"Swiss Withholding Tax"
means the tax imposed based on the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer)
together with the related ordinances, regulations and guidelines.
"Third Notes Tranche" has the meaning
given to it in Clause 2 (Subscription).
"Third Notes Tranche Closing" has the
meaning given to it in Clause 2 (Subscription).
"Third Notes Tranche
Closing Date" means any date that is within three (3) Trading Days after the date on which the Issuer requests, in its discretion,
that the Investor subscribes for the Third Notes Tranche by submitting to the Investor a Subscription Notice, provided that (i) on such
date the conditions set out in Clause 9.2 (Investor's Conditions Precedent to Second to Fifth Notes Tranche Closing) with respect
to the Third Notes Tranche have been satisfied or waived and (ii) the period set out in Clause 9.2 (Investor's Conditions Precedent
to Second to Fifth Notes Tranche Closing) has expired or has been waived by the Investor and such Closing Date does not fall more
than 24 months after the date of this Agreement.
"Third Notes Tranche
Subscription Price" means US$2,695,000 less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Trading Day(s)"
means any day (other than a Saturday or Sunday) on which (a) the Relevant Exchange is open for business and Issuer Shares may be dealt
in or (b) (if the Issuer Shares are not listed or admitted to trading on the Relevant Exchange) closing bid and offered prices are furnished
for the Issuer Shares.
"Tranche" means
the Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth Notes Tranche, the Fifth Notes Tranche and any
Additional Notes Tranche, as the context requires.
"VAT" means:
(a)
any tax imposed in compliance with the Council Directive of 28 November 2006 on
the common system of value added tax (EC Directive 2006/112);
(b)
any tax imposed based on the Swiss Federal Act on Value Added Tax of 12 June 2009
(Bundesgesetz über die Mehrwertsteuer) together with the related ordinances, regulations and guidelines; and
(c)
any other tax of a similar nature, whether imposed in a member state of the European
Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.
"Warrants" means the
warrants granted under the Warrant Agreement.
"Warrant Agreement"
means that certain Warrant Agreement entered into between the Issuer as issuer and the Investor as investor, dated on or around the date
hereof.
1.2
Interpretation
(a)
Unless a contrary indication appears, any reference in this Agreement to:
(i)
words in the singular shall include the plural and in the plural shall include
the singular;
(ii)
the "Issuer", the "Investor", a "Noteholder",
any "Party" or any other person shall be construed so as to include its successors in title, permitted assigns and permitted
transferees to, or of, its rights and/or obligations under the Notes Documents;
(iii)
a document in "agreed form" is a document which is previously
agreed in writing by or on behalf of the Issuer and the Investor, or, if not so agreed, is in the form specified by the Investor;
(iv)
"assets" includes present and future properties, revenues and
rights of every description;
(v)
a "Notes Document" or any other agreement or instrument is a
reference to that Notes Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
(vi)
"guarantee" means any guarantee, letter of credit, bond, indemnity
or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness
of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation
is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
(vii)
"indebtedness" includes any obligation (whether incurred as principal
or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
(viii)
a "person" includes any individual, firm, company, corporation,
government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not
having separate legal personality);
(ix)
a "regulation" includes any regulation, rule, official directive,
request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department
or of any regulatory, self-regulatory or other Authority or organisation;
(x)
a provision of law is a reference to that provision as amended or re-enacted; and
(xi)
a time of day is a reference to Zurich time unless otherwise specified.
(b)
References to Clauses, paragraphs and Schedules are to clauses, paragraphs of, and schedules
to, this Agreement. The Schedules form part of this Agreement.
1.3
Currency Symbols
"US$" and "dollars"
denote the lawful currency of the United States of America and "CHF" and "Swiss francs" denote the lawful
currency of Switzerland.
2.
SUBSCRIPTION
Subject to and in accordance with the
provisions of this Agreement and the other Notes Documents (including, without limitation, Clause 9 (Conditions Precedent)):
(a)
the Issuer agrees to issue Notes:
(i)
in the aggregate principal amount of US$11,000,000 (the "Initial Notes
Tranche") to the Investor on the Initial Notes Tranche Closing Date (such issuance on the Initial Notes Tranche Closing Date,
the "Initial Notes Tranche Closing");
(ii)
in the aggregate principal amount of $ 2,750,000 (the "Second Notes Tranche")
to the Investor on the Second Notes Tranche Closing Date (such issuance on the Second Notes Tranche Closing Date, the "Second
Notes Tranche Closing");
(iii)
in the aggregate principal amount of US$ 2,750,000 (the "Third Notes Tranche")
to the Investor on the Third Notes Tranche Closing Date (such issuance on the Third Notes Tranche Closing Date, the "Third Notes
Tranche Closing");
(iv)
in the aggregate principal amount of US$ 2,750,000 (the "Fourth Notes
Tranche") to the Investor on the Fourth Notes Tranche Closing Date (such issuance on the Fourth Notes Tranche Closing Date, the
" Fourth Notes Tranche Closing"); and
(v)
in the aggregate principal amount of US$ 2,750,000 (the "Fifth Notes Tranche")
to the Investor on the Fifth Notes Tranche Closing Date (such issuance on the Fifth Notes Tranche Closing Date, the "Fifth Notes
Tranche Closing"); and
(vi)
in an aggregate principal amount or aggregate principal amounts to be agreed upon
between the Issuer and the Investor from time to time (each an "Additional Notes Tranche") on an Additional Notes Tranche
Closing Date (such issuance on an Additional Notes Tranche Closing Date, each an "Additional Notes Tranche Closing");
(b)
the Investor agrees to subscribe and pay, or procure the subscription and payment, for:
(i)
all Notes pertaining to the Initial Notes Tranche at the Initial Notes Tranche
Subscription Price on the Initial Notes Tranche Closing Date; and
(ii)
all Notes pertaining to the Second Notes Tranche at the Second Notes Tranche Subscription
Price on the Second Notes Tranche Closing Date; and
(iii)
all Notes pertaining to the Third Notes Tranche at the Third Notes Tranche Subscription
Price on the Third Notes Tranche Closing Date; and
(iv)
all Notes pertaining to the Fourth Notes Tranche at the Fourth Notes Tranche Subscription
Price on the Fourth Notes Tranche Closing Date; and
(v)
all Notes pertaining to the Fifth Notes Tranche at the Fifth Notes Tranche Subscription
Price on the Fifth Notes Tranche Closing Date; and
(vi)
all Notes pertaining to an Additional Notes Tranche at the applicable Additional
Notes Tranche Subscription Price on the applicable Additional Notes Tranche Closing Date.
For the avoidance of doubt and
notwithstanding anything to the contrary contained herein, (x) neither the Issuer nor the Investor have any obligation to agree on the
issuance of and/or the subscription and payment for, as applicable, any Additional Notes Tranche and the Notes pertaining thereto and
(y) the aggregate principal amount of any Notes issued hereunder shall in no event exceed the Maximum Notes Amount.
3.
WARRANTS
Concurrently with this Agreement,
the Issuer and the Investor shall enter into the Warrant Agreement.
4.
CLOSING
4.1
Issuance of Notes
(a)
The Issuer shall, in each case in accordance with the provisions of this Agreement
and the other Notes Documents:
(i)
on the Initial Notes Tranche Closing Date, issue the Notes pertaining to the Initial
Notes Tranche;
(ii)
on the Second Notes Tranche Closing Date, issue the Notes pertaining to the Second Notes
Tranche;
(iii)
on the Third Notes Tranche Closing Date, issue the Notes pertaining to the Third
Notes Tranche;
(iv)
on the Fourth Notes Tranche Closing Date, issue the Notes pertaining to the Fourth
Notes Tranche;
(v)
on the Fifth Notes Tranche Closing Date, issue the Notes pertaining to the Fifth Notes
Tranche;
(vi)
on any applicable Additional Notes Tranche Closing Date, issue the Notes pertaining
to the applicable Additional Notes Tranche, with each Note having a denomination
of US$ 100,000.
(b)
No later than one Business Day prior to, but with effect as of the relevant Closing
Date, the Notes pertaining to the relevant Tranche and all rights in connection therewith shall be issued in uncertificated form in accordance
with article 973c of the CO as uncertificated securities (Wertrechte) and the issuance shall be evidenced by delivery to the Investor
(or to its order) on the relevant Closing Date of a copy, certified by a duly authorised signatory of the Issuer, of the Issuer's register
of uncertificated securities (Wertrechtebuch) (the "Register of Uncertificated Securities") with the entry of
the Investor's name thereon as the first holder of all the Notes pertaining to the relevant Tranche and a specification of the Relevant
Issue Date and the applicable Maturity Date of the relevant Notes pertaining to the relevant Tranche, such Register of Uncertificated
Securities to be in a form and substance satisfactory to the Investor.
4.2
Payment
Against compliance by the Issuer
of its obligations under Clause 4.1 (Issuance of Notes) and subject to the applicable conditions precedent set forth in Clause
9 (Conditions Precedent), the Investor shall pay, or cause to be paid:
(a)
on the Initial Notes Tranche Closing Date, the proceeds of the Initial Notes Tranche
Subscription Price;
(b)
on the Second Notes Tranche Closing Date, the proceeds of the Second Notes Tranche
Subscription Price;
(c)
on the Third Notes Tranche Closing Date, the proceeds of the Third Notes Tranche
Subscription Price;
(d)
on the Fourth Notes Tranche Closing Date, the proceeds of the Fourth Notes Tranche
Subscription Price;
(e)
on the Fifth Notes Tranche Closing Date, the proceeds of the Fifth Notes Tranche
Subscription Price;
(f)
on any applicable Additional Notes Tranche Closing Date, the proceeds of the applicable
Additional Notes Tranche Subscription Price, in each case in US$ with value
date no later than two Trading Days after the relevant Closing Date, as applicable, to such receiving account(s) as specified by the Issuer,
provided that until further notice of the Issuer, the following account held in the name of the Issuer shall be used as receiving account
for the payments:
Bank name:
***
Address:
***
Account no.
***
SWIFT/BIC:
***
IBAN:
***
4.3
Subscription Fee
On each Closing Date, the Issuer
shall pay a subscription fee to the Investor or its nominee or Affiliate in an amount equal to 2% of the respective Tranche, payable in
Issuer Shares converted at the lowest daily VWAPs of one Issuer Share during the five (5) consecutive Trading Days ending on (and including)
the Trading Day immediately preceding the Closing Date ("Subscription Fee").
4.4
Postponement of Closing Date
The Parties may agree to postpone
a Closing Date to a later date as may be agreed among the Parties whereupon all references in this Agreement to the respective Closing
Date shall be construed as being to that later date.
5.
REPRESENTATIONS AND WARRANTIES
5.1
Issuer's Representations
The Issuer makes the representations
and warranties set out in this Clause 5.1 to the Investor:
(a)
Status:
(i)
It is a corporation and it is, and each of its Subsidiaries is, duly incorporated
and validly existing under the laws of its incorporation.
(ii)
It and each of its Subsidiaries has the power to own its assets and carry on its
business as it is being conducted.
(b)
Binding obligations: Subject to the Legal Reservations, the obligations
expressed to be assumed by it in each Notes Document to which it is a party are legal, valid, binding and enforceable obligations.
(c)
Non-conflict with other obligations:
The entry into and performance by it of,
and the transactions contemplated by, the Notes Documents do not and will not conflict with:
(i)
any law or regulation applicable to it;
(ii)
its constitutional documents; or
(iii)
any agreement or instrument binding upon it or any of its assets or constitute
a Default or termination event (however described) under any such agreement or instrument.
(d)
Power and authority:
(i)
It has the power and capacity to create, issue and deliver the Notes, and has taken
all necessary action to authorise its entry into, performance and delivery of the Notes Documents to which it is or will be a party and
the transactions contemplated by those Notes Documents.
(ii)
No limit on its powers will be exceeded as a result of the borrowing or grant of
security or giving of indemnities contemplated by the Notes Documents to which it is a party.
(e)
Share Coverage: On each Closing Date it has reserved, exclusively
for the Investor, and has available, for the Investor in case of the conversion of any Notes, a number of shares (reserved treasury shares
and reserved unissued shares from conditional share capital) equal to 150% of the outstanding aggregate principal amount including, for
the avoidance of doubt, the Tranche to be issued on the relevant Closing Date, converted into CHF using the Noteholder's Rate of Exchange
on the relevant Closing Date, divided by the applicable Conversion Price B.
(f)
Validity and admissibility in evidence: All Authorisations required
or desirable:
(i)
to enable it lawfully to enter into, exercise its rights and comply with its obligations
in the Notes Documents to which it is a party; and
(ii)
to make the Notes Documents to which it is a party admissible in evidence in its
Relevant Jurisdictions, have been obtained or effected and are
in full force and effect.
(g)
Governing law and enforcement:
(i)
The choice of governing law of the Notes Documents will be recognised and enforced
in Switzerland.
(ii)
Any judgment obtained in relation to a Notes Document in the jurisdiction of the
governing law of that Notes Document will be recognised and enforced in Switzerland.
(h)
Insolvency: No:
(i)
corporate action, legal proceeding or other procedure or step described in paragraph
(i) of Condition 13(g) (Insolvency Proceedings); or
(ii)
creditors' process described in Condition 13(i) (Creditors'
Process), has been taken or, to the knowledge
of the Issuer, threatened in relation to it or any of its Subsidiaries, and none of the circumstances described in Condition 13(f) (Insolvency)
apply to it or any of its Subsidiaries.
(i)
No filing of stamp taxes: Under the laws of its incorporation it
is not necessary that the Notes Documents be filed, recorded or enrolled with any court or other Authority in that jurisdiction or that
any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Notes Documents or the transactions contemplated
by the Notes Documents.
(j)
Deduction of Tax: It is not required to make any deduction for or
on account of Swiss Withholding Tax from any payment it may make under any Notes Document.
(k)
Compliance with Swiss 20 Non-Bank Rules: It is in compliance with
the Swiss Non- Bank Rules.
(l)
No Default:
(i)
No Event of Default and, on the date of this Agreement and each relevant Closing
Date, no Default is continuing or is reasonably likely to result from the issuance and/or purchase of any Note or the entry into, the
performance of, or any transaction contemplated by, any Notes Document.
(ii)
No other event or circumstance is outstanding which constitutes (or, with the
expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute)
a Default or termination event (however described) under any other agreement or instrument which is binding on it or to which its assets
are subject which has or is reasonably likely to have a Material Adverse Effect.
(m)
No misleading information: Any written factual information provided
by the Issuer for the purposes of the transactions contemplated by this Agreement was true and accurate in all material respects as at
the date it was provided or as at the date (if any) at which it is stated.
(n)
No proceedings:
(i)
No litigation, arbitration or administrative proceedings or investigations of,
or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a Material Adverse Effect
have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any of its
Subsidiaries.
(ii)
No judgment or order of a court, arbitral body or agency which is reasonably likely
to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against
it or any of its Subsidiaries.
(o)
No breach of laws: It and each of its Subsidiaries has not breached
any Applicable Laws which breach has or is reasonably likely to have a Material Adverse Effect.
(p)
Good title to assets: It and each of its Subsidiaries has a good, valid
and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its
business as presently conducted.
(q)
No Conflicts with Anti-Corruption Laws
(i)
Neither the Issuer nor any of its Subsidiaries and neither the Investor nor any
of its Subsidiaries have made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office
in violation of any law.
(ii)
Neither the Issuer, nor any of its Subsidiaries or Affiliates, nor any director,
officer, agent, employee or other person associated with or acting on behalf of the Issuer, or any of its Subsidiaries or Affiliates,
and neither the Investor, nor any of its Subsidiaries or Affiliates, nor any director, officer, agent, employee or other person associated
with or acting on behalf of the Investor, or any of its Subsidiaries or Affiliates have:
(A)
used any funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity;
(B)
made any direct or indirect unlawful payment to any foreign or domestic government
official or employee, to any employee or agent of a private entity with which the Issuer does or seeks to do business or to foreign or
domestic political parties or campaigns;
(C)
violated or is in violation of any provision of any Anti-Corruption Laws;
(D)
taken, is currently taking or will take any action in furtherance of an offer,
payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or
value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise
to secure any improper advantage; or
(E)
otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback
or other unlawful payment.
(iii)
The Issuer and each of its respective Subsidiaries and the Investor and each of
its respective Subsidiaries have instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed
to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Issuer,
nor any of its Subsidiaries or Affiliates will directly or indirectly use the proceeds of the Utilisations or lend, contribute or otherwise
make available such proceeds to any subsidiary, Affiliate, joint venture partner or other person or entity for the purpose of financing
or facilitating any activity that would violate the laws and regulations referred to in (iii) above.
(iv)
To the knowledge of the Issuer and the Investor, there are, and have been, no allegations,
investigations or inquiries with regard to a potential violation of any Anti-Corruption Laws by the Issuer, its Subsidiaries or Affiliates,
or any of their respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons
acting or purporting to act on their behalf.
(r)
No violation of Sanctions Laws and similar rules
(i)
Neither the Issuer nor any of its Subsidiaries, nor any director, officer, employee,
agent, Affiliate or other person associated with or acting on behalf of the Issuer or any of its Subsidiaries or Affiliates is, or is
directly or indirectly owned or controlled by, a person that is currently the subject or the target of any Sanctions Laws or is a Blocked
Person applicable to the Issuer.
(ii)
Neither the Issuer, any of its Subsidiaries, nor any director, officer, employee,
agent, Affiliate or other person associated with or acting on behalf of the Issuer or any of its Subsidiaries or Affiliates, is located,
organized or resident in a country or territory that is the subject or target of a comprehensive embargo, Sanctions Laws or Sanctions
Programs prohibiting trade with a Sanctioned Country;
(iii)
The Issuer maintains in effect and enforces policies and procedures designed to
ensure compliance by the Issuer and its Subsidiaries with applicable Sanctions Laws and Sanctions Programs.
(iv)
Neither the Issuer, any of its Subsidiaries, nor any director, officer, employee,
agent, Affiliate or other person associated with or acting on behalf of the Issuer or any of its Subsidiaries or Affiliates, acting in
any capacity in connection with the operations of the Issuer, conducts any business with or for the benefit of any Blocked Person or engages
in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or
otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any
applicable Sanctions Laws or Sanctions Programs applicable to the Issuer.
(v)
Neither the Issuer nor any director, officer, agent, employee or Affiliate of
the Issuer or any of its Subsidiaries, is engaged in the mining or exploration (or holds any license or option to mine or explore) for
conflict minerals.
(vi)
The Issuer and its Subsidiaries are in compliance with any and all applicable requirements
of the Sarbanes-Oxley Act, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the
SEC thereunder that are applicable to the Issuer and its subsidiaries and effective as of the date hereof.
(vii)
Neither the Issuer nor any of its Subsidiaries or Affiliates is subject to BCA and
to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Neither the Issuer nor
any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of
any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the
BHCA and to regulation by the Federal Reserve. Neither the Issuer nor any of its Subsidiaries or Affiliates exercises a controlling influence
over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
(viii)
For the past 5 (five) years, the Issuer and its Subsidiaries have not knowingly
engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction
is or was the subject or the target of Sanctions Laws, Sanctions Programs or with any Sanctioned Country applicable to the Issuer.
(ix)
No action of the Issuer or any of its Subsidiaries in connection with:
(A)
the execution, delivery and performance of this Agreement and the other Finance
Documents;
(B)
the issuance and sale of the Issuer Shares; or
(C)
the direct or indirect use of proceeds from the Facility or the consummation of any
other transaction contemplated hereby or by the other Finance Documents or the fulfillment of the terms hereof or thereof, will result
in the proceeds of the transactions contemplated hereby and by the other Finance Documents being used, or loaned, contributed or otherwise
made available, directly or indirectly, to any Subsidiary, joint venture partner or other person or entity, for the purpose of:
(1)
unlawfully funding or facilitating any activities of or business with any person
that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws or Sanctions Programs;
(2)
unlawfully funding or facilitating any activities of or business in any Sanctioned
Country; or
(3)
in any other manner that will result in a violation by any person (including any
person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions Laws or Sanctions Programs.
(x)
Neither the Investor nor any of its Subsidiaries, nor any director, officer, employee,
agent, Affiliate or other person associated with or acting on behalf of the Investor or any of its Subsidiaries or Affiliates is, or is
directly or indirectly owned or controlled by, a person that is currently the subject or the target of any Sanctions Laws or is a Blocked
Person.
(xi)
Neither the Investor, any of its Subsidiaries, nor any director, officer, employee,
agent, Affiliate or other person associated with or acting on behalf of the Investor or any of its Subsidiaries or Affiliates, is located,
organized or resident in a country or territory that is the subject or target of a comprehensive embargo, Sanctions Laws or Sanctions
Programs prohibiting trade with a Sanctioned Country;
(xii)
The Investor maintains in effect and enforces policies and procedures designed
to ensure compliance by the Investor and its Subsidiaries with applicable Sanctions Laws and Sanctions Programs.
(xiii)
Neither the Investor, any of its Subsidiaries, nor any director, officer, employee,
agent, Affiliate or other person associated with or acting on behalf of the Investor or any of its Subsidiaries or Affiliates, acting
in any capacity in connection with the operations of the Investor, conducts any business with or for the benefit of any Blocked Person
or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals
in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant
to any applicable Sanctions Laws or Sanctions Programs.
(xiv)
The Investor is not in violation of any of the sanctions imposed pursuant to the
Countering America's Adversaries Through Sanctions Act.
(xv)
Neither the Investor nor any director, officer, agent, employee or Affiliate of
the Investor or any of its Subsidiaries, is engaged in the mining or exploration (or holds any license or option to mine or explore) for
conflict minerals.
(xvi)
Neither the Investor nor any of its Subsidiaries or Affiliates is subject to BCA
and to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Neither the Investor
nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares
of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to
the BHCA and to regulation by the Federal Reserve. Neither the Investor nor any of its Subsidiaries or Affiliates exercises a controlling
influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
(xvii)
For the past 5 (five) years, the Investor and its Subsidiaries have not knowingly
engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction
is or was the subject or the target of Sanctions Laws, Sanctions Programs or with any Sanctioned Country.
(xviii)
No action of the Investor or any of its Subsidiaries in connection with:
(A)
the execution, delivery and performance of this Agreement and the other Finance
Documents;
(B)
the issuance and sale of the Investor Shares; or
(C)
the direct or indirect use of proceeds from the Facility or the consummation of
any other transaction contemplated hereby or by the other Finance Documents or the fulfillment of the terms hereof or thereof, will result
in the proceeds of the transactions contemplated hereby and by the other Finance Documents being used, or loaned, contributed or otherwise
made available, directly or indirectly, to any Subsidiary, joint venture partner or other person or entity, for the purpose of:
(1)
unlawfully funding or facilitating any activities of or business with any person
that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws or Sanctions Programs;
(2)
unlawfully funding or facilitating any activities of or business in any Sanctioned
Country; or
(3)
in any other manner that will result in a violation by any person (including any
person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions Laws or Sanctions Programs.
(s)
Valid issuance of Converted Shares/: If and when issued upon the
exercise by the Investor of the Conversion Right, the Converted Shares will have been validly issued to the Investor.
(t)
Compliance with the laws governing the issuance of Converted Share:
The Issuer has complied with and will at all times comply with all applicable laws and regulations (including, without limitation, stock
exchange regulations) which are relevant in connection with the issuance and listing of any Converted Shares to be delivered to the Investor
upon the exercise by the Investor of the Conversion Right.
(u)
Status of the Notes: The creation, issue and delivery of the Notes in
accordance with the terms of the Notes Documents are not subject to any pre-emptive or similar rights. Upon creation, issue and delivery
in accordance with the terms of the Notes Documents, the Notes will constitute the Issuer's direct, general, unconditional and unsubordinated
obligations which will at all times rank pari passu in all respects among themselves and at least pari passu in right of
payment with all other present and future unsubordinated obligations of the Issuer, save for such obligations as may be mandatorily preferred
by reason of any bankruptcy, insolvency, liquidation or other similar laws of general application.
(v)
Directed selling efforts: None of the Issuer nor any of their affiliates
(as defined in Rule 405 under the Securities Act), nor any person acting on its or their behalf, has engaged or will engage in any directed
selling efforts (as defined in Regulation S under the Securities Act) with respect to the Notes.
(w)
Foreign issuer and U.S. market interest: The Issuer is a "foreign
issuer" (as such term is defined in Regulation S) which reasonably believes that there is no "substantial U.S. market interest"
(as such term is defined in Regulation S) in the Issuer's debt securities.
(x)
At arm's length transaction: The Issuer acknowledges and agrees
that the Investor is acting solely in the capacity of an arm's length purchaser with respect to the transactions contemplated by the Notes
Documents. The Issuer further acknowledges that the Investor (nor any of its Affiliates) is not acting as a financial advisor or fiduciary
of the Issuer (or in any similar capacity) with respect to the transactions contemplated by the Notes Documents, and any advice given
by the Investor or any of their representatives or agents in connection with the transactions contemplated by the Notes Documents is merely
incidental to the Investor's commitment to enter into the Investment. The Issuer further represents to the Investor that its decision
to enter into the transactions contemplated by the Notes Documents has been based solely on the independent evaluation by the Issuer and
its representatives.
(y)
Disclosure. Except with respect to the material terms and conditions
of the transactions contemplated by the Notes Documents and the Warrant Agreement, the Issuer confirms that neither it nor to its knowledge
any other person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes
or might constitute material, non-public information which is not otherwise disclosed. All of the disclosure furnished by or on behalf
of the Issuer to the Investor regarding the Issuer and its subsidiaries, their respective businesses and the transactions contemplated
hereby, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not
misleading. The press releases disseminated by the Issuer during the twelve months preceding the date of this Agreement taken as a whole
do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading.
5.2
Times when Representations are made
(a)
All the representations and warranties contained in Clause 5.1 (Issuer's Representations)
are made by the Issuer on the date of this Agreement except for the representations and warranties set out in paragraph (l) of Clause
5.1 (Issuer's Representations) which are deemed to be made by the Issuer on the date of this Agreement and on the Initial Notes
Tranche Closing Date.
(b)
The Repeating Representations are deemed to be made by the Issuer on the date of each
Closing Date and on the first day of each calendar quarter.
(c)
Each representation or warranty deemed to be made after the date of this Agreement
shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to
be made.
6.
INDEMNITIES
6.1
Other indemnities
The Issuer shall indemnify the
Investor against any cost, loss or liability incurred by it as a result of:
(a)
the occurrence of any Event of Default;
(b)
a failure by the Issuer to pay any amount due under a Notes Document on its due
date or to deliver any Issuer Shares to the Investor pursuant to the terms of this Agreement;
(c)
a Note (or part of its Principal Amount) not being redeemed in accordance with
a Redemption Notice given by the Issuer or investigating any event which it reasonably believes is a Default;
(d)
the Investor acting or relying on any notice, request or instruction which it
reasonably believes to be genuine, correct and appropriately authorised; or
(e)
the Investor instructing lawyers, accountants, tax advisers, surveyors or other
professional advisers or experts as permitted under this Agreement, to the extent reasonably required.
7.
COVENANTS OF THE ISSUER
7.1
Share Coverage
The Issuer shall ensure that
is has reserved and available exclusively for the Issuer in case of the conversion of any Notes, at all times when Notes are outstanding,
a number of shares (reserved treasury shares and reserved unissued shares from conditional share capital) equal to 150% of the outstanding
aggregate principal amount converted into CHF using the Noteholder's Rate of Exchange divided by the applicable Conversion Price B.
7.2
ADS / Issuer Shares Eligibility
The Issuer shall, at all times,
(i) maintain the trading of ADS at NASDAQ and (ii) allow the fungibility / conversion of Issuer Shares into ADS trading at NASDAQ and
vice versa. The Issuer shall be permitted at any time to replace its current ADS program at NASDAQ with another ADS program or replace
the listing of its ADS on NASDAQ with a listing of shares on NASDAQ.
7.3
Taxes
The Issuer shall pay the issuance
stamp duty (if any) and pay, or respectively reimburse the Investor in respect to, any documentary, stamp, stamp duty or other Taxes and
duties and any related interest or related penalties on, and VAT (if any) payable in respect of the execution of this Agreement or any
other Notes Document, or the issue, subscription and delivery of the Notes to the Investor, which are or may be payable in Switzerland
except for any income tax on capital gains from the sale of Notes and any Tax on or determined by reference to the income of the Investor
that is subject to Tax on a net income basis, it being understood that the Issuer shall not be liable for any such Tax arising from the
subsequent transfer of the Notes.
7.4
Announcements
The Issuer shall not, and the
Issuer shall ensure that none of its Subsidiaries or Affiliates will, without the Investor's prior consent (such consent not to be unreasonably
withheld), make any press release or other public announcement referring to this Agreement, any Notes Document or the Warrant Agreement
or the Investor, except to the extent this is required by any applicable laws or regulations, including stock exchange regulations, in
which event the Issuer shall consult to the extent permissible under applicable laws or regulations, including stock exchange regulations,
with the Investor.
7.5
Notification
The Issuer shall notify the Investor
promptly of any change affecting any representations, warranties, agreements and indemnities under any Notes Document at any time prior
to payment of the applicable Subscription Price being made to the Issuer on the applicable Closing Date and take such steps as may be
reasonably requested by the Investor to remedy the same.
7.6
Use of Proceeds
The Issuer shall use the net
proceeds received by it from the issue and delivery of the Notes for general corporate and corporate development purposes. The Investor
is not bound to monitor or verify the application of the net proceeds received by the Issuer from the issue and delivery of the Notes.
7.7
Sanctions
The Issuer shall not, and the
Issuer shall ensure that no other member of the Group will, directly or indirectly, use the proceeds of the issue and delivery of the
Notes pursuant to this Agreement, or lend, contribute or otherwise make available such proceeds to any member of the Group, joint venture
partner or other person:
(a)
to fund or facilitate any activities of or business with any person that, at the
time of such funding or facilitation, is the subject or the target of Sanctions;
(b)
to fund or facilitate any activities of or business in any Sanctioned Country; or
(c)
in any other manner that will result in a violation by any person (including any person
participating in the transaction, whether as advisor, investor or otherwise) of Sanctions.
7.8
Directed Selling Efforts
The Issuer shall not, and the
Issuer shall ensure that none of its affiliates (as defined in Rule 405 under the Securities Act) nor any person acting on its or their
behalf will, engage in any "directed selling efforts" (as defined in Regulation S) with respect to the Notes.
7.9
Anti-Money Laundering, Anti-Corruption etc.
The Issuer shall, and the Issuer
shall ensure that each other member of the Group will, comply with all applicable Anti-Money Laundering Laws, all applicable Anti-Corruption
Laws and all other Applicable Laws. The Investor shall, and the Investor shall ensure that each other member of the Group will, comply
with all applicable Anti-Money Laundering Laws, all applicable Anti-Corruption Laws and all other Applicable Laws.
8.
COVENANTS OF THE INVESTOR
8.1
Short Positions
From the date of this Agreement
and for so long as any Notes are held by the Investor, neither the Investor nor any of its Affiliates shall borrow Issuer Shares from
any third party to open any short positions in the Issuer Shares.
8.2
Trade Volumes
The Investor hereby covenants
that with respect to any given week (i.e. 5 Trading Days) during the term of this Agreement, the Investor shall not trade Shares which
represent more than the lower of a total value traded of USD 2,500,000 in such week or fifteen per cent (15%) of the total trading volume
of such week (as measured by total trading volume on the exchange on which the Shares and/or ADSs being traded are listed), unless both
Parties mutually agree that such trading restrictions shall be lifted.
8.3
Trade Volume Reporting
The Investor hereby covenants
that it will provide a excel spreadsheet monthly report demonstrating compliance with the covenant in 8.2. The report will contain a table
setting out
a) the date of the sales b) the approximate
percentage of volume within ranges of 2.0%
9.
CONDITIONS PRECEDENT
9.1
Investor's Conditions Precedent to Initial Notes Tranche Closing
The Investor shall only be obliged
to subscribe and pay for the Notes pertaining to the Initial Notes Tranche if the following conditions are satisfied in form and substance
satisfactory to the Investor:
(a)
Closing Documents: The Issuer shall have delivered to the Investor
each Notes Document and all other related documents, each duly executed by all parties thereto and dated no later than the Initial Notes
Tranche Closing Date.
(b)
Authorisations: The Issuer shall have delivered to the Investor:
(i)
a copy of the constitutional documents of the Issuer;
(ii)
a copy of a resolution of the board, or, if applicable, a committee of the board of
directors of the Issuer:
(A)
approving the terms of, and the transactions contemplated by, the Notes Documents
and the Warrant Agreement and resolving that it execute, deliver and perform the Notes Documents and the Warrant Agreement;
(B)
reserving exclusively in view of the potential exercise of the conversion rights
in connection with the Notes (i) sufficient unissued shares under the Issuer's conditional share capital according to art. 4b of the articles
of incorporation and/or (ii) sufficient treasury shares to meet the share coverage requirement of 150% pursuant to Clause 7.1;
(C)
allocating a sufficient number of unissued shares under the Issuer's conditional
share capital according to art. 4b of the articles of incorporation and/or treasury shares for the potential exercise of the Warrants;
(D)
excluding the advance subscription rights of shareholders (Vorwegzeichnungsrecht)
in connection with the issuance of these Notes and Warrants;
(E)
authorising a specified person or persons to execute the Notes Documents and the
Warrant Agreement on its behalf; and
(F)
authorising a specified person or persons, on its behalf, to sign and/or despatch
all documents and notices to be signed and/or despatched by it under or in connection with the Notes Documents and the Warrant Agreement.
(c)
Accuracy of Representations: The Investor shall have been
satisfied (acting reasonably) that:
(i)
the Issuer's representations and warranties contained in each Notes Document to
which it is a party shall in all material respects be true, accurate and correct on, and as if made on, the Initial Notes Tranche Closing
Date; and
(ii)
the Issuer shall have performed all of its obligations under each Notes Document
to which it is a party that are required to be performed on or before the Initial Notes Tranche Closing Date.
(d)
No Event of Default, no Material Adverse Change and no Change of Control:
There shall not have occurred any Event of Default or any event or circumstance which would reasonably be expected to have a Material
Adverse Effect or constitute a Change of Control.
(e)
Execution of the Warrant Agreement: The Issuer shall have delivered
to the Investor the Warrant Agreement executed by the Issuer.
9.2
Investor's Conditions Precedent to Second to Fifth Notes Tranche Closing
The Investor shall be obliged
to subscribe and pay for the Notes pertaining to each of the Second Notes Tranche, the Third Notes Tranche, the Fourth Notes Tranche and
the Fifth Notes Tranche within 20 Business Days, only if and when the following conditions are satisfied in form and substance satisfactory
to the Investor for each such Tranche:
(a)
Share price requirement: The daily VWAP for Issuer Shares remained at
or above 130% of the applicable Fixed Conversion Price for a period of 30 consecutive Trading Days during the period immediately preceding
the date on which the Issuers submits to the Investor the Subscription Notice.
(b)
Accuracy of Representations: The Investor shall have been satisfied
(acting reasonably) that:
(i)
the Issuer's representations and warranties contained in each Notes Document to
which it is a party shall in all material respects be true, accurate and correct on, and as if made on, the respective Tranche Closing
Date; and
(ii)
the Issuer shall have performed all of its obligations under each Notes Document
to which it is a party that are required to be performed on or before the respective Tranche Closing Date.
(c)
No Event of Default, no Material Adverse Change and no Change of Control:
There shall not have occurred any Event of Default or any event or circumstance which would reasonably be expected to have a Material
Adverse Effect or constitute a Change of Control.
9.3
Investor's conditions precedent to each Additional Notes Tranche Closing
The Investor shall only be obliged
to subscribe and pay for the Notes pertaining to the relevant Additional Notes Tranche if the following conditions are satisfied, in each
case in form and substance reasonably satisfactory to the Investor:
(a)
Agreement on Additional Notes Tranche: The Issuer and the
Investor have agreed upon the aggregate principal amount of the relevant Additional Notes Tranche, it being understood that neither the
Issuer nor the Investor has any obligation to agree on the issuance of and/or the subscription and payment for, as applicable, any Additional
Notes Tranche and the Notes pertaining thereto.
(b)
Accuracy of Representations: The Investor shall have been satisfied
(acting reasonably) that:
(i)
the Issuer's representations and warranties contained in each Notes Document to
which it is a party shall in all material respects be true, accurate and correct on, and as if made on, the applicable Additional Notes
Tranche Closing Date; and
(ii)
the Issuer shall have performed all of its obligations under each Notes Document
to which it is a party that are required to be performed on or before the applicable Additional Notes Tranche Closing Date.
(c)
No Event of Default, no Material Adverse Change and no Change of Control:
There shall not have occurred any Event of Default or any event or circumstance which would reasonably be expected to have a Material
Adverse Effect or constitute a Change of Control.
9.4
Waiver
The Investor may, in its sole
discretion, waive compliance in particular with the whole or any part of Clause 9.1 (Investor's Conditions Precedent to Initial Notes
Tranche Closing) and/or Clause 9.12 (Investor's Conditions Precedent to Second Tranche Closing) and/or Clause 9.3.3 (Investor's
Conditions Precedent to each Additional Notes Tranche Closing).
9.5
Notification of Satisfaction or Waiver of Conditions Precedent
Upon a request of the Issuer,
the Investor shall inform the Issuer on the status of the satisfaction of the conditions specified in Clause 9.1 (Investor's Conditions
Precedent to Initial Notes Tranche Closing) and Clause 9.2 (Investor's Conditions Precedent to Second Tranche Closing) and
Clause 9.3 (Investor's Conditions Precedent to each Additional Notes Tranche Closing). For the avoidance of doubt, upon being satisfied
with the completion of all, or the waiver of all or any, of the relevant conditions, the Issuer shall be obliged to issue the Notes under
the respective Tranche.
10.
TERMINATION
10.1
Grounds for Termination
(a)
Notwithstanding anything contained in this Agreement, this Agreement may be terminated
at any time:
(i)
prior to any applicable Closing Date by the Investor if there shall have been
a failure by the Issuer to perform any of its covenants or obligations under any Notes Document to which it is a party or if there shall
have come to the Investor's notice any breach of, or any event rendering untrue or incorrect in any material respect, any representation
or warranty made by the Issuer under any Notes Document to which it is a party (or any deemed repetition thereof) and such failure or
misrepresentation is incapable of being cured or, if capable of being cured, has not been cured within 30 days after the Investor have
delivered written notice thereof to the Issuer; or
(ii)
prior to any applicable Closing Date by the Issuer or the Investor with mutual
written consent.
(b)
Any Party that wishes to terminate this Agreement pursuant to paragraph (a) above
shall deliver written notice of such termination to the other Party.
10.2
Consequences of Termination
Upon such notice of termination
being given by a Party to the other Party in accordance with Clause 10.1 (Grounds for Termination), this Agreement shall terminate
and each Party shall be released and discharged from their respective remaining obligations under this Agreement, except that:
(a)
such termination shall not affect (i) the Issuer's obligations and liabilities
which have come into existence prior to the effective date of such termination and (ii) the Parties' obligations and liabilities which
will come into existence with respect to any Tranche which was already outstanding as of the effective date of such termination;
(b)
the Issuer shall remain liable under Clause 11.1 (Issuer's Expenses) and
Clause 11.2 (Investor's Expenses) for the payment of all costs and expenses already incurred prior to and in consequence of such
termination; and
(c)
the Issuer shall remain liable under Clause 6 (Indemnity) in respect of
any cause of action accrued or any liability arising before or in relation to such termination.
11.
COSTS AND EXPENSES
11.1
Issuer's Expenses
The Issuer shall bear and pay
all expenses (together with VAT where applicable) incidental to the Investment, including all expenses in connection with the issue, subscription
and delivery of the Notes, the preparation and printing of the Notes Documents and any other document relating to the issue, subscription
and delivery of the Notes.
11.2
Investor's Expenses
The Issuer shall pay the Investor
all costs and expenses up to a maximum of USD30,000 incurred by it in connection with the negotiation, preparation, and execution of any
Notes Document prior to the execution of this Agreement by the Initial Notes Tranche Closing, whereby the corresponding amount shall be
deducted directly from the Initial Notes Tranche Subscription Price.
11.3
Amendment Costs
If the Issuer requests any material
amendment, waiver or consent the Issuer shall, within ten
(10) Business Days of demand,
reimburse the Investor for the amount of all costs and expenses (including legal fees) reasonably incurred by the Investor in responding
to, evaluating, negotiating or complying with that request or requirement.
11.4
Enforcement and Preservation Costs
The Issuer shall, within ten
(10) Business Days of demand, pay to the Investor the amount of all costs and expenses (including legal fees) incurred by it in connection
with the enforcement of or the preservation of any rights under any Notes Document and any proceedings instituted by or against the Issuer
as a consequence of enforcing these rights.
11.5
Survival of Provisions
The Issuer shall make the payments
provided for in Clause 11.1 (Issuer's Expenses) and Clause 11.2 (Investor's Expenses) whether or not the Investment is completed.
12.
CONFIDENTIALITY; NON-PUBLIC INFORMATION
(a)
Each Party must keep confidential any information supplied to it in connection
with the Notes Documents. However, each Party is entitled to disclose information:
(i)
which is publicly available, other than as a result of a breach of this Clause by
the disclosing Party;
(ii)
in connection with any legal or arbitration proceedings;
(iii)
if required to do so under any law or regulation, including stock exchange regulations;
(iv)
to another Party, subject to paragraph (b) of this Clause 12;
(v)
to a governmental, banking, taxation or other regulatory Authority;
(vi)
in connection with a potential transfer of Notes or rights and obligations under
this Agreement;
(vii)
to its professional advisers; or
(viii)
with the consent of the other Party.
(b)
Except with respect to the material terms and conditions of the transactions contemplated
by the Notes Documents and the Warrant Agreement, the Issuer covenants and agrees that neither it, nor any other person acting on its
behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Issuer reasonably believes constitutes,
material non-public information, unless prior thereto the Investor shall have consented to the receipt of such information. To the extent
that the Issuer, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any
material, non-public information to the Investor without the Investor's prior written consent, the Issuer hereby covenants and agrees
that the Investor shall not have any duty of confidentiality to the Issuer, any of its Subsidiaries, or any of their respective officers,
directors, agents, employees or Affiliates. To the extent that any notice provided by the Issuer to the Investor contains, material, non-public
information regarding the Issuer or any Subsidiaries, the Issuer shall simultaneously publish a press release disclosing the respective
material, non- public information in accordance with the rules of the relevant stock exchanges..
13.
NOTICES
13.1
Communication in writing
Any communication to be made
under or in connection with the Notes Documents shall be made in writing and, unless otherwise stated, may be made by email or letter.
13.2
Addresses
The address and email address
(and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document
to be made or delivered under or in connection with the Notes Documents is:
(a)
in the case of any of the Issuer:
WISeKey International Holding
AG General-Guisan-Strasse 6
with a copy to (which shall not constitute
notice):
Pestalozzi Attorneys at Law Attn.:
Christian Leuenberger Loewenstrasse 1, 8001 Zurich Switzerland
Email: Christian.leuenberger@pestalozzilaw.com
or any substitute address or
email address or department or officer as any Party may communicate to the other Party by not less than five (5) Business Days' notice.
13.3
Delivery
(a)
Any communication or document made or delivered by one person to another under
or in connection with the Notes Documents will only be effective:
(i)
if by way of letter, unless actually received earlier by the addressee, on the
fifth (5th) Business Day (provided that a copy of the notice has also been sent by e- mail on the date of dispatch); or
(ii)
if by way of email, when it has been received by the addressee in readable form; and, if a particular department or officer
is specified as part of its address details provided under Clause 12.213.2 (Addresses), if addressed to that department or officer.
(b)
Any communication or document to be made or delivered to the Investor or the Issuer
will be effective only when actually received by the Investor or the Issuer and then only if it is expressly marked for the attention
of the department or officer identified in Clause 13.2 (Addresses) (or any substitute department or officer as the Investor shall
specify for this purpose).
(c)
Any communication or document which becomes effective, in accordance with paragraphs(a)
and (b) above, after 9:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
13.4
Electronic communication
Both Parties agree that any communication
and information made between them as well as between them and their external advisers and consultants may be made by encrypted or unencrypted
electronic mail or other electronic means, as an accepted form of communication, unless and until notified to the contrary. Each Party
confirms to have been made aware of the special risks involved in using email and acknowledges and agrees that the other Party does not
accept any liability, warranty or responsibility in respect thereof.
13.5
English language
(a)
Any notice given under or in connection with any Notes Document must be in English.
(b)
All other documents provided under or in connection with any Notes Document must
be:
(i)
in English; or
(ii)
if not in English, and if so required by the Investor, accompanied by a certified
English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other
official document.
14.
OTHER EQUITY-LINKED FINANCING
As long as any Notes are outstanding,
the Issuer and any of its Subsidiaries or Affiliates shall not drawdown any variable rate equity financings currently in place or participate
in any new variable rate equity financings. For the avoidance of doubt, this does not apply to the currently existing agreements with
Nice & Green SA and the Yorkville SEDA. To the extent that the Issuer has, under any variable rate equity financing already drawn-down,
the right to repay the counterparty in cash instead of Issuer Shares, the Issuer hereby undertakes towards the Investor to repay the counterparty
in cash, except for the balance of Convertible Notes outstanding under the first agreement with Alpha Blue Ocean (a total of CHF 160,000)
which may be repaid in shares. For the avoidance of doubt, the Issuer confirms that the Issuer has the right to repay in cash any draw-downs
under the equity-linked investment with Alpha Blue Ocean announced on 7 May 20211.
15.
NEGATIVE PLEDGE
Following the Initial Notes
Tranche Closing Date and as long as Notes are outstanding, the Issuer shall not grant or create, in connection with any Financial Indebtedness,
any mortgage, lien, pledge, charge or any other security interest or encumbrance of any kind on any asset of the Issuer in connection
with the financing of any acquisition of a target that has revenues of less than US$ 5m (LTM). For the avoidance of doubt, this does not
limit the Issuer from (i) restructuring a secured financing arrangement to the extent no new or other security or additional collateral
is granted in connection with the restructuring or (ii) granting liens on personal property which is purchased from a creditor.
16.
RIGHT OF FIRST REFUSAL ON FINANCINGS
Following the signing of this
Agreement until the later of (i) 12 months following the signing of this Agreement and (ii) as long as any Note is outstanding, the Investor
shall have a first right of refusal on any equity and/or debt financings the Company intends to obtain. The Investor shall exercise such
right of first refusal within 3 Trading Days of the receipt of a notice from the Issuer setting forth all details required for the Investor
to make a decision with respect to the exercise of the right of first refusal. For the avoidance of doubt, this also applies to any potential
drawdown under the Yorkville SEDA facility.
17.
PARTIAL INVALIDITY
If, at any time, any provision
of a Notes Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of
any other jurisdiction will in any way be affected or impaired.
18.
REMEDIES AND WAIVERS
No failure to exercise, nor any
delay in exercising, on the part of the Investor, any right or remedy under a Notes Document shall operate as a waiver of any such right
or remedy or constitute an election to affirm any Notes Document. No election to affirm any Notes Document on the part of the Investor
shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise
or the exercise of any other right or remedy. The rights and remedies provided in each Notes Document are cumulative and not exclusive
of any rights or remedies provided by law.
19.
AMENDMENTS AND WAIVERS
Any term of the Notes Documents
(including this Clause) may be amended or waived only with the consent of the Investor and the Issuer.
20.
ASSIGNMENTS AND TRANSFERS
(a)
The Investor may assign and transfer all or any of its rights, benefits and obligations
under this Agreement to any of its Affiliates or its successors. Prior to the occurrence of an Event of Default, such assignments and
transfers (as well as exposure transfers) will be permissible only as long as the Swiss Non-Bank Rules are respected.
(b)
Except for any transfer pursuant to paragraph (a) of this Clause 20 and further
provided that these assignments or transfers are to a Swiss Qualifying Bank, no Party shall be entitled to assign and transfer all or
any of its rights, benefits and obligations under this Agreement without the other Parties' prior written consent, provided that the Investor
shall not be required to obtain the Issuer's consent in connection with the grant of any security (including any charge or assignment,
by way of security) over any of the Investor's rights under this Agreement in favour of any of its lenders or other persons providing
to that Investor any loan or other financing arrangement for the Investor's subscription of all or a portion of the Notes to be subscribed
by it pursuant to this Agreement, provided such grant of security does not lead to a violation of the Swiss Non-Bank Rules. For the avoidance
of doubt, it shall not be reasonable for the Issuer to withhold its consent as long as there are not more than five lenders that are not
Swiss Qualifying Banks in aggregate under this Agreement.
(c)
For the avoidance of doubt, this Clause 20 shall not apply to the transfer by the
Investor of any Notes, which transfers are solely governed by the Conditions.
21.
NON-DISCLOSURE OF NON-PUBLIC INFORMATION
The Issuer covenants and agrees
that it shall refrain from disclosing, and shall cause its officers, directors, employees, advisors and agents to refrain from disclosing,
any material non-public information to the Investor without also disseminating such information to the public.
22.
ENTIRE AGREEMENT
This Agreement (including the
Schedules hereto and the documents and instruments referred to in this Agreement that are to be delivered pursuant to this Agreement)
constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements or representations by or among
the Parties, or any of them, written or oral, with respect to the subject matter of this Agreement.
23.
COUNTERPARTS AND CONCLUSION OF CONTRACT
(a)
This Agreement may be executed in any number of counterparts, and this has the
same effect as if the signatures on the counterparts were on a single copy of this Agreement.
(b)
This Agreement may be concluded by an exchange of signed signature pages, transmitted
by way of fax or attached as an electronic photocopy (.pdf, .tif, etc.) to email.
24.
GOVERNING LAW AND JURISDICTION
24.1
Governing law
This Agreement is governed by the
laws of Switzerland.
24.2
Jurisdiction
Each Party agrees that any legal
action arising out of or relating to this Agreement, including actions relating to disputes on the conclusion, validity or amendment of
this Agreement, must be brought exclusively before the competent courts of the City of Zurich, Switzerland (venue being Zurich 1).
This Agreement has been entered into
on the date stated at the beginning of this Agreement.
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left blank]
SIGNATURE PAGE
SUBSCRIPTION
AGREEMENT
THE ISSUER
WISEKEY INTERNATIONAL HOLDING AG
/s/ Carlos Moreira
/s/ Peter Ward
Name:
Carlos Moreira
Name:
Peter Ward
Title:
Chairman of the board of directors
Title:
Member of the board of directors
THE INVESTOR
Anson Investments Master Fund LP
/s/ Amin Nathoo
By:
Amin Nathoo
Title:
Director, Anson Advisors Inc.
SCHEDULE 1
TERMS AND CONDITIONS
The issue of up to US$22,000,000
unsecured convertible notes due on the applicable Maturity Date (as defined below) (the "Notes") of WISeKey International
Holding AG (the "Issuer"), a stock corporation (Aktiengesellschaft) (company registration number CHE-143.782.707)
incorporated under the laws of Switzerland, on June 2021 (the "Initial Issue Date") and any other Relevant Issue Date
(as defined below) was authorised by resolutions of the Issuer's board of directors on June 2021. The Notes are
(a) constituted by, and subject to and
have the benefit of, these terms and conditions of the Notes dated
June 2021 ("these Conditions"),
and (b) subject to and have the benefit of any other agreement, instrument or other document from time to time entered into between the
Issuer and the Noteholders.
The Notes are convertible for registered
shares (each, an "Issuer Share" and together the "Issuer Shares"), with a current nominal value of CHF
0.05 each, subject to and in accordance with these Conditions.
These Conditions govern the rights
and obligations of the Issuer and each Noteholder in relation to the Notes. Each Noteholder is entitled to the benefit of, is bound by,
and is deemed to have notice of, all the provisions of these Conditions and any other Notes Document from time to time entered into between
the Issuer and the Noteholders applicable to them. Copies of each Notes Document are available for inspection during normal business hours
at the Registered Office.
1.
FORM, DENOMINATION AND TITLE
(a)
Denomination: The Notes will be issued in denominations of US$100,000
each (the "Principal Amount").
(b)
Form: The Notes and all rights in connection therewith are issued
in uncertificated form in accordance with article 973c of the Swiss Federal Code of Obligations of 30 March 1911, as amended (the "CO")
as uncertificated securities (Wertrechte) ("Uncertificated Securities") that will be created by the Issuer by
means of a registration in its Register of Uncertificated Securities.
(c)
Transfer and Ownership: Subject to the consent of the Issuer (which
consent shall not be unreasonably be withheld), each Noteholder may transfer the Notes held by it (or any of them) to any other person.
Transfers (as well as exposure transfers; including sub-participations) will be permissible only as long as the Swiss Non-Bank Rules are
respected. For the avoidance of doubt, transfers shall always be permissible as long as there are not more than five lenders that are
not Swiss Qualifying Banks in aggregate under this Agreement. The Notes may only be transferred or otherwise disposed of by way of a written
declaration of assignment (Abtretungserklärung) of the transferring Noteholder or an assignment agreement (Abtretungsvertrag)
entered into between the transferring Noteholder and the transferee. The transfer shall only be effective with the entry of the transferee
in the Register (as defined below).
(d)
Delivery: The Conversion of the Uncertificated Securities into a
permanent global certificate (Globalurkunde auf Dauer) or individually certificated notes (Wertpapiere) is excluded. Neither
the Issuer nor the Noteholders nor any third party shall at any time have the right to effect or demand the Conversion of the Uncertificated
Securities into, or the delivery of a permanent global certificate (Globalurkunde auf Dauer) or individually certificated securities
(Wertpapiere). No physical delivery of the Notes shall be made.
2.
STATUS
The Notes constitute the Issuer's
direct, unconditional and unsubordinated obligations and rank and will at all times rank pari passu in all respects among themselves
and at least pari passu in right of payment with all other present and future unsecured and unsubordinated obligations of the Issuer,
save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.
3.
REGISTRATION
(a)
Register: The Issuer shall (i) keep a register (the "Register")
at its registered office (the "Registered Office"); and (ii) subject to paragraph (b) of this Condition 3, cause to be
entered on the Register in respect of each Noteholder who has identified itself as being a Noteholder, its name and address; details of
its securities account; its telephone numbers and its relevant contact persons; the names of its authorised signatories; and the particulars
of the Notes held by it.
(b)
The Issuer shall register the transfer of any Note only upon presentation by the
transferee of:
(i)
a declaration of assignment (Abtretungserklärung) or an assignment
agreement (Abtretungsvertrag) evidencing the transfer, duly executed by the transferor; or
(ii)
any other applicable evidence that the transferee has title to the Notes.
(c)
Right to Inspect Register: A Noteholder may from time to time notify
the Issuer in writing of any change to any information or detail relating to it or its holding of Notes as entered on the Register. The
Issuer shall, if so requested by a Noteholder, make available the information regarding such Noteholder in the Register for inspection
by that Noteholder at the Registered Office at all reasonable times, and shall permit a Noteholder to take a copy of the same.
4.
COVENANTS
(a)
Authorisations: The Issuer shall and shall cause its Subsidiaries
and Affiliates to promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required
under any Swiss laws or regulations to:
(i)
enable it to perform its obligations under the Notes Documents;
(ii)
ensure the legality, validity, enforceability or admissibility in evidence of any
Notes Document; and
(iii)
carry on its business where failure to do so has or is reasonably likely to have
a Material Adverse Effect.
(b)
Delivery of Issuer Shares: The Issuer will, following conversion of
a Note, take all necessary actions to procure that the Issuer Shares are delivered to the securities account of the Investor as designated
by the Investor.
(c)
Compliance with Laws: The Issuer shall and shall cause its Subsidiaries
and Affiliates to comply in all respects with all laws to which it may be subject – including, without limitation, Anti-Corruption
Laws, Anti-Money Laundering Laws or any Sanctions Laws – if failure so to comply has or is reasonably likely to have a Material
Adverse Effect. The Investor shall and shall cause its Subsidiaries and Affiliates to comply in all respects with all laws to which it
may be subject – including, without limitation, Anti-Corruption Laws, Anti-Money Laundering
Laws or any Sanctions Laws – if failure so to comply has or is reasonably likely to have a Material Adverse Effect.
(d)
Use of Proceeds / Anti-Corruption Laws etc: The Issuer shall and
shall cause its Subsidiaries and Affiliates to neither directly nor indirectly use the net proceeds received from the issue and delivery
of the Notes for any purpose which would be in breach of any Anti-Corruption Laws, Anti-Money Laundering Laws or any Sanctions Laws. While
any amounts owed under this Agreement remain outstanding:
(i)
the Issuer shall maintain in effect and enforce policies and procedures designed
to ensure compliance by the Issuer and its Subsidiaries and their directors, officers, employees, agents representatives and Affiliates
with Applicable Laws;
(ii)
the Issuer shall comply with all Applicable Laws and will not take any action which
will cause the Investor to be in violation of any such Applicable Laws;
(iii)
the business of the Issuer shall not be conducted in violation of Applicable Laws
and will not take any action which will cause the Investor to be in violation of any such Applicable Laws;
(iv)
neither the Issuer, nor any of its Subsidiaries or Affiliates, directors, officers,
employees, representatives or agents shall:
(A)
conduct any business or engage in any transaction or dealing with or for the benefit
of any Blocked Person, including the making or receiving of any contribution of funds, goods or services to, from or for the benefit of
any Blocked Person;
(B)
deal in, or otherwise engage in any transaction relating to, any property or interests
in property blocked or subject to blocking pursuant to the applicable Sanctions Laws, Sanctions Programs, located in a Sanctioned Country,
or CAATSA or CAATSA Sanctions Programs;
(C)
use any of the proceeds of the transactions contemplated by this Agreement to
finance, promote or otherwise support in any manner any illegal activity, including, without limitation, any Anti-Money Laundering Laws,
Sanctions Laws, Sanctions Program, Anti- Corruption Laws in any Sanctioned Country or to engage in any manner whether directly or indirectly
in the mining or exploration (or acquire, hold or otherwise obtain any license or option to mine or explore) for conflict minerals; or
(D)
violate, attempt to violate, or engage in or conspire to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding, any of the Anti-Money Laundering Laws, Sanctions Laws, Sanctions Program,
Anti-Corruption Laws, CAATSA or CAATSA Sanctions Programs.
(e)
Use of Proceeds / Anti-Corruption Laws etc: The Investor shall and
shall cause its Subsidiaries and Affiliates to neither directly nor indirectly use the net proceeds received from the issue and delivery
of the Notes for any purpose which would be in breach of any Anti-Corruption Laws, Anti-Money Laundering Laws or any Sanctions Laws. While
any amounts owed under this Agreement remain outstanding:
(v)
the Investor shall maintain in effect and enforce policies and procedures designed
to ensure compliance by the Investor and its Subsidiaries and their directors, officers, employees, agents representatives and Affiliates
with Applicable Laws;
(vi)
the Investor shall comply with all Applicable Laws and will not take any action
which will cause the Investor to be in violation of any such Applicable Laws;
(vii)
the business of the Investor shall not be conducted in violation of Applicable Laws
and will not take any action which will cause the Investor to be in violation of any such Applicable Laws;
(viii)
neither the Investor, nor any of its Subsidiaries or Affiliates, directors, officers,
employees, representatives or agents shall:
(A)
conduct any business or engage in any transaction or dealing with or for the benefit
of any Blocked Person, including the making or receiving of any contribution of funds, goods or services to, from or for the benefit of
any Blocked Person;
(B)
deal in, or otherwise engage in any transaction relating to, any property or interests
in property blocked or subject to blocking pursuant to the applicable Sanctions Laws, Sanctions Programs, located in a Sanctioned Country,
or CAATSA or CAATSA Sanctions Programs;
(C)
use any of the proceeds of the transactions contemplated by this Agreement to
finance, promote or otherwise support in any manner any illegal activity, including, without limitation, any Anti-Money Laundering Laws,
Sanctions Laws, Sanctions Program, Anti- Corruption Laws in any Sanctioned Country or to engage in any manner whether directly or indirectly
in the mining or exploration (or acquire, hold or otherwise obtain any license or option to mine or explore) for conflict minerals; or
violate, attempt to violate,
or engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, any of the Anti-Money
Laundering Laws, Sanctions Laws, Sanctions Program, Anti-Corruption Laws, CAATSA or CAATSA Sanctions Programs.
(f)
Pari passu ranking: The Issuer shall ensure that at all times any
unsecured and unsubordinated claims of each Noteholder against it under the Notes Documents rank at least pari passu with the claims
of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general
application to companies.
(g)
Mergers, Demergers, Reorganisations: The Issuer shall be allowed to
(i)
merge with or into any other person or entity,
(ii)
demerge (i.e. dissolve by means of some or all of the Issuer’s assets and
liabilities are transferred to one or several other companies),
(iii)
resolve, agree to, or implement any other corporate reorganisation (including,
for the avoidance of doubt, a relocation of the Issuer into another jurisdiction than Switzerland)
always provided
that such merger, demerger, or reorganisation (yy) does not constitute a Material Adverse Event and (zz) the Noteholder shall receive
at least equivalent financial and other rights in the surviving, acquiring or reorganized entity.
(h)
No distributions of Issuer Shares: The Issuer shall not make any
distributions in the form of Issuer Shares or rights to Issuer Shares.
(i)
Information of the market: As from the Initial Notes Tranche Closing
Date, the Issuer shall (i) make available on its website a table in order to follow-up the number of outstanding Warrants, Notes and Shares
issued upon conversion of the Notes and (ii) update such table immediately after the receipt of any Warrant Exercise Notice or Conversion
Notice.
(j)
Swiss 20 Non-Bank Rules: The Issuer shall at any time comply with
the Swiss 20 Non- Bank Rules. For the purpose of its compliance with the Swiss 20 Non-Bank Rules the Issuer shall assume that the number
of Noteholders which are not Swiss Qualifying Banks shall be deemed to be five (irrespective of whether or not there are, at any time,
any such Noteholders). With respect to any deduction on account of Swiss Withholding Tax, this covenant shall not be breached if the number
of creditors of the Issuer in respect of the Swiss 10 Non-Bank Rule or the Swiss 20 Non-Bank Rule is exceeded solely as a result of a
Noteholder ceasing to be a Swiss Qualifying Bank (other than as a result of any change after the date it became a Noteholder in (or in
the interpretation, administration, or application of) any law, treaty or any published practice of any relevant taxing Authority).
(k)
Access: If an Event of Default is continuing or the Noteholder'
Representative reasonably suspects an Event of Default is continuing or may occur, the Issuer shall permit the Noteholder' Representative
and/or accountants or other professional advisers and contractors of the Noteholder' Representative, subject to any statutory or regulatory
limitations under applicable law, free access at all reasonable times and on reasonable notice at the risk and cost of the Issuer to (a)
the premises, assets, books, accounts and records of the Issuer and (b) meet and discuss matters with the senior management of the Issuer.
(l)
Information: For so long as any Note is outstanding and subject to
restrictions from applicable laws and regulations, the Issuer shall supply to each Noteholder:
(i)
promptly upon becoming aware of them, the details of any litigation, arbitration
or administrative proceedings which are current, threatened or pending against the Issuer or any of its Subsidiaries, and which, if adversely
determined, are reasonably likely to have a Material Adverse Effect;
(ii)
promptly upon becoming aware of them, the details of any judgment or order of a
court, arbitral body or agency which is made against the Issuer or any of its Subsidiaries which is reasonably likely to have a Material
Adverse Effect; and
(iii)
promptly, subject to any statutory or regulatory limitation under applicable law,
on request, such further information regarding the financial condition, assets and operations of the Issuer as any Noteholder may reasonably
request.
(m)
Notification of Default: The Issuer shall notify each Noteholder
of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
5.
DEFINITIONS AND INTERPRETATION
(a)
Definitions: For the purposes of these Conditions:
"Additional Notes Tranche"
has the meaning given to it in the Subscription Agreement.
"Affiliate"
means, in relation to any person, a Subsidiary of that person or a Holding Issuer of that person or any other Subsidiary of that Holding
Issuer.
"Anti-Corruption Laws"
means all laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having the force of
law, whether local, national, international, as amended from time to time, including without limitation all applicable laws of Switzerland,
the United Kingdom, the United States, or any other laws of another jurisdiction which may apply, that relate to anti-bribery, anti-corruption,
books and records and internal controls, including the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery
Act of 2010, and any other laws of another jurisdiction, in each case insofar as applicable to the Issuer and its Affiliates.
"Anti-Money Laundering
Laws" means all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and
codes having the force of law, whether local, national, international, as amended from time to time, including without limitation all
applicable laws of Switzerland, the United Kingdom, the United States, or any other laws of another jurisdiction which may apply, that
relate to money laundering, terrorist financing, financial record keeping and reporting requirements, in each case insofar as applicable
to the Issuer and its Affiliates.
"Applicable Laws"
means applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation
of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time,
including without limitation:
(a)
all applicable laws that relate to money laundering, terrorist financing, financial
record keeping and reporting;
(b)
all applicable laws that relate to anti-bribery, anti-corruption, books and records
and internal controls, including the Anti-Corruption Laws;
in each case insofar as applicable
to the Issuer and its Affiliates.
"Authorisation"
means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
"Authority"
means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial or government-owned
body, department, commission, authority, tribunal, agency or entity, or central bank (or any person, whether or not government owned and
howsoever constituted or called, that exercises the functions of a central bank).
"Business Day"
means a day (other than a Saturday or Sunday) on which banks are open for general business the whole day in New York (NY, United States)
and Zurich (Switzerland).
"Cash Interest Rate"
means of 6 per cent. per annum.
"Change of Control" means:
(a)
an event or series of events resulting in one or more persons acting in concert
owning or controlling 50.01 per cent or more of the votes in the Issuer, except that any increase in voting rights held by Carlos Moreira
in excess of 50.01% shall not be considered a Change of Control;
(b)
any person being obliged under the Swiss Federal Act on Financial Market Infrastructures
and Market Conduct in Securities and Derivatives Trading of June 19, 2015, as amended from time to time, to make a mandatory public offer
for all the shares in the Issuer.
For the purposes of this definition
“acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal),
actively co- operate, through the acquisition directly or indirectly of shares of the Issuer by any of them, either directly or indirectly,
to obtain control of the Issuer.
"CHF" and "Swiss francs"
denote the lawful currency of Switzerland.
"CO" has the meaning given to it in Condition
1(b) (Form, Denomination and Title).
"Conversion Date" has the meaning given
to it in Condition 8(g) (Conversion Date).
"Conversion Notice"
means each conversion notice in the form set out in Part I of Annex 1 (Form of Conversion Notice).
"Conversion Price"
means the higher of (a) the Fixed Conversion Price and (b) Conversion Price B.
"Conversion Price B"
means 95% of the lowest daily VWAPs of one Issuer Share, as applicable, during the five (5) consecutive Trading Days ending on (and including)
the Trading Day immediately preceding the Conversion Date , rounded down to the nearest Swiss Cent (CHF 0.01). If the number calculated
pursuant to the above formula is lower than the nominal value of one Issuer Share, such number shall be deemed to be equal to the nominal
value of one Issuer Share, provided the Noteholder receives the Nominal Value Make-Whole Payment.
"Default" means
an Event of Default or an event or circumstance specified in Condition 12 (Events of Default) which could with the giving of notice,
lapse of time and/or issue of a certificate become an Event of Default.
"Disruption Event" means either or both
of:
(c)
a material disruption to those payment or communications systems or to those financial
markets which are, in each case, required to operate in order for payments or deliveries of shares to be made in connection with the Notes
(or otherwise in order for the transactions contemplated by the Notes Documents to be carried out) which disruption is not caused by,
and is beyond the control of, any of the Parties; or
(d)
the occurrence of any other event which results in a disruption (of a technical
or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:
(i)
from performing its payment, settlement and/or delivery obligations under the Notes
Documents; or
(ii)
from communicating with other Parties in accordance with the terms of the Notes
Documents, and which (in
either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
"Event of Default" has the meaning given
to it in Condition 13 (Events of Default).
"Ex-Date" means the
first day on which the Issuer Shares are traded on the Relevant Exchange without entitlement (ex).
"Exercise Period" has the meaning ascribed to it in paragraph8(d) of
Condition 8 (Conversion Notices).
"Financial Indebtedness" means any indebtedness
for or in respect of:
(a)
moneys borrowed and debit balances at banks or other financial institutions;
(b)
any acceptance under any acceptance credit or bill discounting facility (or dematerialised
equivalent);
(c)
any note purchase facility or the issue of bonds, notes, debentures, loan stock
or any similar instrument;
(d)
the amount of any liability in respect of any lease or hire purchase contract which
would, in accordance with the accounting principles applicable to the Issuer, be treated as a balance sheet liability;
(e)
receivables sold or discounted (other than any receivables to the extent they are
sold on a non-recourse basis);
(f)
any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary
letter of credit or any other instrument issued by a bank or financial institution;
(g)
any amount raised under any other transaction (including any forward sale or purchase,
sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing;
(h)
any derivative transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market
value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall
be taken into account); and
(i)
the amount of any liability in respect of any guarantee for any of the items referred
to in paragraphs (a) to (g) above.
"Fixed Conversion Price" means
(a)
for the Initial Notes Tranche (i) for an Issuer Share CHF 4.00 for the
first 25% of the Convertible Notes of the Initial Notes Tranche, CHF5.00 for the second 25% of the Convertible Notes of the Initial Notes
Tranche, CHF6.00 for the third 25% of the Convertible Notes of the Initial Notes Tranche and CHF7.50 for the final 25% of the Convertible
Notes of the Initial Notes Tranche;
(b)
for the Second Notes Tranche (i) for an Issuer Share CHF 4.00;
(c)
for the Third Notes Tranche (i) for an Issuer Share CHF 5.00;
(d)
for the Fourth Notes Tranche (i) for an Issuer Share CHF 6.00;
(e)
for the Fifth Notes Tranche (i) for an Issuer Share CHF 7.50,
or, in case of share splits or share
consolidations, such other price as adjusted in line with the share split or share consolidation.
"Group" means the Issuer
and all of its Subsidiaries from time to time.
"Holding Company" means,
in relation to a person, any other person in respect of which it is a Subsidiary.
"Initial Issue Date" has the meaning given
to it in the preamble to these Conditions. "Initial Notes Tranche" has the meaning given to it in the Subscription Agreement.
"Interest Payment Date" has the
meaning given to it in Condition Annex 1Part I6(a) (Interest Accrual).
"Intermediary"
means SIS or any other intermediary recognized for the purposes of entering uncertificates securities (Wertrechte) in the main
register (Hauptregister) by the Relevant Exchange.
"Issuer" has
the meaning given to it in the preamble to these Conditions. "Issuer Shares" has the meaning given to it in the preamble
to these Conditions.
"Majority Noteholders"
means, at any time, any one or more holders of Notes, or being proxies or representatives in respect of Notes, and representing, in the
aggregate, a majority of the aggregate principal amount of all Notes then outstanding.
"Make-whole Amount"
means an amount per Note equal to 6% of the Principal Amount.
"Material Adverse Effect"
means in the reasonable opinion of the Noteholders' Representative a material adverse effect on:
(f)
the ability of the Issuer to perform its obligations under the Notes or any of
the Notes Documents; or
(g)
the listing of the Issuer Shares on SIX or, if the Issuer Shares are no longer admitted
to trading on the SIX Swiss Exchange, the principal stock exchange or securities market on which the Issuer Shares are traded.
"Maturity Date"
means, with respect Notes pertaining to a particular Tranche, the date falling 24 months after the Relevant Issue Date of such Tranche.
"Nominal Value Make-Whole
Payment" has the meaning given to it in Condition 9 (Nominal Value Make Whole).
"Noteholder"
or "holder" means, in relation to a Note, the person in whose name that Note is for the time being registered in the
Register (or, in the case of joint holders, the first named thereof) and "holders" shall be construed accordingly.
"Noteholders' Representative"
has the meaning given to it in Condition 13 (Events of Default).
"Noteholder's Rate of
Exchange" means the spot rate of exchange available as per Bloomberg at 9am CET on the date of issuance of the relevant Conversion
Notice for the purchase of CHF with US$ (US$/CHF).
"Notes" has the
meaning given to it in the preamble to these Conditions. "Notes Documents" means, together:
i)
the Conditions;
(i)
the Register of Uncertificated Securities; and
(ii)
any other document designated as a Notes Document and as agreed between the Majority
Noteholders and the Issuer or the Noteholders' Representative and the Issuer,
and "Notes Document"
means any of them, as the context may require. "Record Date" means the last Business Day prior to the Ex-Date.
"Redemption Notice" has the meaning
given to it in Condition 10(a) (Redemption at the Option of the Issuer).
"Register" has the meaning given to it
in Condition 3(a) (Register).
"Register of Uncertificated Securities"
means each of the Issuer's register of uncertificated securities (Wertrechtebuch) relating to the Notes.
"Registered Office" has the meaning given
to it in Condition 3(a) (Register).
"Relevant Exchange"
means (a) in the case of the Issuer, SIX Swiss Exchange or any successor thereof or, if the Issuer Shares are no longer admitted to trading
on the SIX Swiss Exchange, the principal stock exchange or securities market on which the Issuer Shares are traded, and (b) in the case
of other securities, the principal stock exchange or securities market on which such other securities are traded.
"Relevant Issue Date"
means the Initial Issue Date and each other date on which Notes that are subject to the Conditions and form part of any particular Tranche
are issued by the Issuer.
"Sanctions Laws"
means, in each case to the extent applicable to the Issuer, all economic, financial or other sanctions laws or embargos administered or
enforced by a competent governmental Authority, in each case to the extent applicable to the Issuer, including without limitation: (i)
the United Nations Security Council; (ii) the European Union; (iii) the governmental institutions and agencies of the United States, including
the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), and including Public Law No.
115-44, the Countering America's Adversaries Through Sanctions Act; and (iv) the governmental institutions and agencies of the United
Kingdom, including Her Majesty's Treasury ("HMT").
"Second
Notes Tranche" has the meaning given to it in the Subscription Agreement. "SIS" means SIX SIS Ltd.
"SIX" means SIX Swiss
Exchange Ltd.
"SIX Swiss Exchange"
means SIX Swiss Exchange Ltd (or any successor to SIX Swiss Exchange Ltd), or the Swiss stock exchange operated by that company, as the
context requires.
"Subsidiary" of a person means any person:
(i)
which is controlled, directly or indirectly, by the first-mentioned person; or
(ii)
more than half the issued (share) capital of which is beneficially owned, directly
or indirectly, by the first-mentioned person; or
(iii)
which is a Subsidiary of another Subsidiary of the first-mentioned person; and, for these purposes, a person
shall be deemed to be "controlled" by another person if that other person is able to direct its affairs and/or to control the
composition of its board of directors or equivalent body.
"Swiss 10 Non-Bank Rule"
means the rule that the aggregate number of creditors under this Agreement which are not Swiss Qualifying Banks must not at any time exceed
ten (10), if and as long as a violation of this rule may result in Swiss Withholding Tax consequences for the Issuer, in each case in
accordance with the meaning of the Swiss Guidelines or the applicable legislation or explanatory notes addressing the same issues that
are in force at such time.
"Swiss 20 Non-Bank Rule"
means the rule that (without duplication) the aggregate number of lenders (including the Noteholders) other than Swiss Qualifying Banks,
of the Issuer under all its outstanding debts relevant for classification as debenture (Kassenobligation) (including debt arising
under the Notes, loans, facilities and/or private placements) must not at any time exceed twenty (20), if and as long as a violation of
this rule may result in Swiss Withholding Tax consequences for the Issuer, in each case in accordance with the meaning of the Swiss Guidelines
or the applicable legislation or explanatory notes addressing the same issues that are in force at such time.
"Swiss Guidelines"
means, together, guideline S-02.123 in relation to interbank loans of 22 September 1986 (Merkblatt "Verrechnungssteuer auf Zinsen
von Bankguthaben, deren Gläubiger Banken sind (Interbankguthaben)" vom 22. September 1986), guideline S-02.130.1 in relation
to money market instruments and book claims of April 1999 (Merkblatt vom April 1999 betreffend Geldmarktpapiere und Buchforderungen inländischer
Schuldner), circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to deposits (Kreisschreiben Nr. 34 "Kundenguthaben"
vom 26. Juli 2011), the practice note 010-DVS-2019 of 5 February 2019 published by the Swiss Federal Tax Administration regarding Swiss
Withholding Tax in the Group (Mitteilung 010-DVS- 2019-d vom 5 Februar 2019 – Verrechnungssteuer: Guthaben im Konzern), the
circular letter No. 15 of 3 October 2017 in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss
federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 "Obligationen und derivative Finanzinstrumente
als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben" vom 3. Oktober 2017), circular letter No.
46 of 24 July 2019 (1-046-VS-2019) in relation to syndicated credit facilities (Kreisschreiben Nr. 46 betreffend steuerliche Behandlung
von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen vom 24. Juli 2019) and circular letter No. 47 of 25 July
2019 (1-047-VS-2019) in relation to bonds (Kreisschreiben Nr. 47 betreffend Obligationen vom 25. Juli 2019), in each case as issued,
amended or replaced from time to time, by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law,
statute, ordinance, court decision, regulation or the like as in force from time to time.
"Swiss Non-Bank Rules"
means, together, the Swiss 10 Non-Bank Rule and the Swiss 20 Non-Bank Rule.
"Swiss Qualifying Bank"
means:
(i)
any bank as defined in the Swiss Federal Act on Banks and Savings Banks dated 8 November
1934 (Bundesgesetz über die Banken und Sparkassen); or
(ii)
a person or entity which effectively conducts banking activities with its own infrastructure
and staff as its principal business purpose and which has a banking license in full force and effect issued in accordance with the banking
laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction
of such branch, all and in each case within the meaning of the Swiss Guidelines.
"Swiss Withholding Tax"
means the tax imposed based on the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer)
together with the related ordinances, regulations and guidelines.
"Taxes" means
any taxes, duties, levies, imposts, assessments or governmental charges of whatever nature or other charge or withholding of a similar
nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
"Theoretical Conversion
Price" means 95% of the lowest daily VWAPs of one Issuer Share, as applicable, during the five (5) consecutive Trading Days ending
on (and including) the Trading Day immediately preceding the Conversion Date.
"Trading Day"
means any day (other than a Saturday or Sunday) on which (i) the Relevant Exchange is open for business and Issuer Shares may be dealt
in or (ii) (if the Issuer Shares are not listed or admitted to trading on the Relevant Exchange) closing bid and offered prices are furnished
for the Issuer Shares.
"Tranche" means
the Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Forth Notes Tranche, the Fifth Notes Tranche and any
Additional Notes Tranche, as the context requires.
"Voluntary Prepayment
Requirement" means that the daily VWAP of the Issuer Shares during the given (5) consecutive Trading Days ending on (and including)
the Trading Day immediately preceding the date on which the notice pursuant to Condition 9(b) (Redemption at the Option of the Issuer)
is given is lower than the Fixed Conversion Price.
"VWAP" means
with respect to any Trading Day, the volume-weighted average price of one Issuer Share published by Bloomberg Page HP (setting Weighted
Average Line) or, if there is none, such other source as shall be determined to be appropriate by a Noteholder on such Trading Day, provided
that on any Trading Day on which such price is not available or cannot otherwise be determined as provided above, the VWAP of an Issuer
Share in respect of such Trading Day shall be the volume-weighted average price, determined as provided above, on the immediately preceding
Trading Day on which the same can be so determined.
(b)
Interpretation: Unless a contrary indication appears, a reference in these Conditions to:
(i)
words in the singular shall include the plural and in the plural shall include
the singular;
(ii)
principal and/or premium shall be deemed to include any additional amounts which
may be payable under Condition 11 (Taxation) or any undertaking given in addition to or substitution for it;
(iii)
a document in "agreed form" is a document which is previously
agreed in writing by or on behalf of the Issuer and the Majority Noteholders or the Issuer and the Noteholders' Representative, or, if
not so agreed, is in the form specified by the Majority Noteholders;
(iv)
"assets" includes present and future properties, revenues and
rights of every description;
(v)
a "Notes Document" or any other agreement or instrument is a
reference to that Notes Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
(vi)
"indebtedness" includes any obligation (whether incurred as principal
or as surety) for the payment or repayment of money, whether present or future, actual or contingent (including, for the avoidance of
doubt, any Financial Indebtedness);
(vii)
a "person" includes any individual, firm, company, corporation,
government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not
having separate legal personality);
(viii)
a "regulation" includes any regulation, rule, official directive,
request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department
or of any regulatory, self-regulatory or other Authority or organisation;
(ix)
a "transferor" or "transferee" of Notes shall
include joint transferors and joint transferees, respectively, and shall be construed accordingly;
(x)
"outstanding" in relation to the Notes means all the Notes issued except:
(A)
those which have been redeemed in accordance with these Conditions;
(B)
those in respect of which claims have become prescribed under Condition 12 (Prescription);
(C)
those which have been purchased and cancelled as provided in these Conditions;
and
(D)
those in respect
of which the Conversion Right has been duly exercised and discharged (and, for the avoidance
of doubt, a Note in respect of which a Conversion Date has occurred shall be deemed to remain
outstanding until the Conversion Right has been satisfied and discharged even if the holder
is removed from the Register during the conversion process), provided that for the purposes
of (1) ascertaining the right to attend and vote at any Noteholders' meeting; or (2) determining
how many Notes are outstanding for the purposes of Condition 13 (Events of Default)
those Notes which are directly or indirectly held by or on behalf of the Issuer or any of
its Affiliates and not yet cancelled shall be deemed not to remain outstanding;
(xi)
a provision of law is a reference to that provision as amended or re-enacted;
(xii)
a time of day is a reference to Zurich time unless otherwise specified; and
(xiii)
a Default or Event of Default is "continuing" if it has not been waived.
(c)
Conditions: A reference in these Conditions to a particular Condition
is, unless the context otherwise requires, to the numbered paragraph of these Conditions.
6.
INTEREST
(a)
Interest: Subject as provided in this Condition 6, Condition 7 (Payments),
Condition 11 (Taxation), each Note bears interest from (and including) its Relevant Issue Date at the Cash Interest Rate, with
the interest being payable quarterly in cash or at the election of the Issuer, in Issuer Shares (whereby Conversion Price B shall apply
for the calculation of the relevant number of Issuer Shares).
(b)
Cessation of Interest: Each Note shall cease to bear interest and interest
shall become payable (i) in the case where a Noteholder has exercised its Conversion Right for that Note pursuant to Condition 8 (Conversion
Rights), from the Conversion Date applicable to that exercise; or (ii) in the case where that Note is redeemed pursuant to Condition
10(a) (Redemption at the Option of the Issuer) or Condition 13 (Events of Default), from the due date for redemption thereof
unless payment of principal is improperly withheld or refused, in which case interest will continue to accrue at a rate which is 2.5 per
cent. higher than the Cash Interest Rate (both before and after judgment) until the day on which all sums due in respect of that Note
up to that day are received by or on behalf of that Noteholder.
(c)
Deduction of Swiss Withholding Tax: Should a deduction of Swiss Withholding
Tax be required by law to be made by the Issuer in respect of any interest payable by it under this Agreement and should it be unlawful
for the Issuer to comply with Condition 11 (Taxation) for any reason (where this would otherwise be required by the terms of Condition
11 (Taxation)), (A) the applicable interest rate in relation to that interest payment shall be the interest rate which would have
applied to that interest payment (as provided for in Condition 6 (Interest)) in the absence of this paragraph (c), divided by (ii)
1 minus the rate at which the relevant Swiss Withholding Tax deduction is required to be made (where the rate at which the relevant tax
deduction is required to be made is for this purpose expressed as a fraction of one (1) rather than as a percentage), and (B) (i) the
Issuer shall be obliged to pay the relevant interest at the adjusted rate in accordance with this paragraph (c). Each relevant Noteholder
shall promptly co-operate in completing any procedural formalities to possible reclaim the Swiss Withholding Tax deducted. If and to the
extent a Noteholder receives a refund of Swiss Withholding Tax, it shall forward such amount, after deduction of costs, to the Issuer,
unless an Event of Default is continuing. Nothing in this paragraph shall interfere with the Noteholder's right to arrange its tax affairs
in whatever manner it thinks fit and, without limiting the foregoing, no Noteholder shall be under any obligation to claim any Swiss Withholding
Tax refund in priority to any other claims, relieves, credits or deductions available to it.
7.
PAYMENTS
(a)
Payment of Principal and Interest: Payment of principal, interest
(after deduction of the then applicable Swiss Withholding Tax: see Condition 11 (Taxation)) and any other payments in cash to be
made under these Conditions will be made available (unless a contrary indication appears in a Notes Document) for value on the due date
at the time and in such funds specified by the relevant Noteholder as being customary at the time for settlement of transactions in dollars
in the place of payment.
(b)
The Issuer undertakes that payments shall be made in freely disposable funds as specified
by the relevant Noteholder as being customary at the time for settlement of transactions in dollars in the place of payment without collection
cost to the Noteholders, and, unless otherwise provided for by applicable law, without any restrictions and whatever the circumstances
may be, irrespective of nationality, residence or domicile of the Noteholders and without requiring any affidavit or the fulfilment of
any other formality, except for the fulfilment of the requirement set out in paragraph (c) below.
(c)
Delay in Payment: Noteholders shall not be entitled to any interest
or other payment in respect of any delay in payment resulting from the due date for payment not being a Business Day.
8.
CONVERSION RIGHTS
(a)
Conversion Rights: Subject to the other provisions of this Condition
8, each Note shall entitle the holder thereof to convert the Principal Amount of that Note plus interest accrued thereon (calculated on
the basis of the Cash Interest Rate) until the Conversion Date (the "Conversion Amount") to be settled by converting
the Conversion Amount into Issuer Shares at the Conversion Ratio as determined in accordance with Condition 8(b) (Conversion Ratio
and Conversion Price), credited as fully paid. Each such right of a Noteholder to require a conversion of the Conversion Amount into
Issuer Shares at the Conversion Ratio is herein referred to as the "Conversion Right" and together the "Conversion
Rights" and the settlement of the Conversion Amount via the conversion of such amount into Issuer Shares at the Conversion Ratio
is herein referred to as a "Conversion".
(b)
Conversion Ratio and Conversion Price: The conversion ratio (the
"Conversion Ratio") will be determined by converting the Conversion Amount into CHF, using the Noteholder's Rate of Exchange
on the Conversion Date and dividing the resulting figure by the Conversion Price prevailing on the Conversion Date. Any remainder smaller
than CHF 10 shall not be paid.
(c)
Conversion Price B Conversions: Notwithstanding anything to the contrary
set out in Condition 8(b) (Conversion Ratio and Conversion Price), the Noteholder shall have the right to:
(i)
convert each calendar month a Conversion Amount of up to 12.5% of the initial
aggregate principal amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by converting the
Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure by the Conversion
Price B. Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt, the receipt of a Redemption Notice shall in
no way restrict the Noteholder from exercising the conversion right according to this Condition 8(c)(i) as long as the Notes have not
been cancelled in accordance with Condition 10(c). The Issuer shall, in its sole discretion, have the right to waive the limit of 12.5%.
For the avoidance of doubt, the Investor can convert more than the 12.5% if the daily VWAP is above the Fixed Conversion Price.
(ii)
convert, upon occurrence of an Event of Default, a Conversion Amount equalling
the sum of the aggregate principal amount of all issued and unconverted Notes, accrued interest and premium (if any) and the Make-whole
Amount (if applicable) into Issuer Shares whereby the Conversion Ratio will be determined by converting the Conversion Amount into CHF,
using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure by the Conversion Price B. The number
of Issuer Shares to be delivered upon Conversion shall be rounded down to the next full number. Any remainder smaller than CHF 10 shall
not be paid.
(iii)
convert, upon receipt of a Redemption Notice, a Conversion Amount of up to 12.5%
of the initial aggregate principal amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by
converting the Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure
by the Conversion Price B. Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt, the conversion right according
to this Condition 8(c)(iii) may be exercised in addition to the conversion right according to Condition 8(c)(i). The Issuer shall, in
its sole discretion, have the right to waive the limit of 12.5%.
(d)
Conversion Notices: A Noteholder may exercise its Conversion Rights
at any time during the term of the relevant Note (the "Exercise Period") by serving a Conversion Notice to the Issuer
whereupon the Issuer shall procure the issue or transfer and delivery to, or as directed by, that Noteholder of Issuer Shares credited
as fully paid in accordance with Condition 8(i) (Delivery of Issuer Shares). If the Conversion Notice is delivered after the end
of normal business hours in Zurich, Switzerland, or on a day which is not a Business Day, such delivery shall be deemed for all purposes
of this Conditions to have been made on the following Business Day.
(e)
Conversion at Maturity: lt is understood and agreed that the Investor
is obliged to request Conversion of each Convertible Note held by the Investor prior to the Maturity Date except in case an Event of Default
has occurred and the Investor hence irrevocably undertakes to request Conversion of all outstanding Convertible Notes prior to the Maturity
Date. To the extent the Investor has failed to request Conversion prior to the date falling ten (10) Business Days prior to the Maturity
Date, the Issuer shall be authorized to request Conversion on behalf of the Investor during the last ten (10) Business Days immediately
prior to the Maturity Date. Such Conversion shall be made through the Issuer (or any person designated by the Issuer) completing a Conversion
Notice on behalf of the Investor. A copy of such Conversion Notice shall immediately be sent to the Investor. The Conversion will take
place at the lower of the Fixed Conversion Price and Conversion Price B.
(f)
Exercise of Conversion Right: The Conversion Right may be exercised
at any time during the Exercise Period in one or multiple instances and with respect to any Conversion Amount, provided that each conversion
represents a round whole number of Notes exceeding 1 (i.e. the "minimum" Conversion Amount is USD 100,000 and Conversion Amounts
must be in multiples of USD 100,000) and the maximum single Conversion Amount is USD 2,500,000 (unless such limit to the maximum single
Conversion Amount is waived by the Issuer), always provided that such maximum single Conversion Amount shall not apply to Conversion Price
B Conversions according to section 8(c) (Conversion Price B Conversions). Upon the exercise of the Conversion Right by the relevant
Noteholder, the respective Conversion Amount shall be deemed to become immediately due and payable and upon delivery of the relevant number
of Issuer Shares, the respective Conversion Amount shall be deemed to be settled.
(g)
Conversion Date: The conversion date in respect of a Conversion Amount
(the "Conversion Date") shall be the date on which a Conversion Notice has been received or is deemed to have been received
in accordance with Condition 8(d) (Conversion Notices).
(h)
Conversion Limitation: Notwithstanding anything to the contrary
set out in this Condition 8 (Conversion Rights), no Conversion may take place if as a result of such Conversion the relevant Noteholder
would beneficially own in excess of 9.99% per cent. of the outstanding share capital of the Issuer (as computed pursuant to Rule 13d-
3 promulgated under the U.S. Securities and Exchange Act of 1934)(the "Conversion Limitation"). If as of the time of Maturity
the Noteholder exceeds the Conversion Limitation or the Noteholder may be deemed an “affiliate” of the Company, the Note shall
be extended, at the election of the Investor, at a maximum 3 times for a period of 2 months each (i.e. maximum 6 months in total) prior
to the conversion according to Section 8(e)(Conversion at Maturity). The word “affiliate” shall be defined as provided
in Rule 501(b) under the Securities Act of 1933
(i)
Delivery of Issuer Shares:
(i)
Issuance of Issuer Shares: The Issuer Shares to be delivered upon the exercise
by a Noteholder of a Conversion Right pursuant to this Condition 8 shall be delivered from Issuer Shares held in treasury by the Issuer
or its Subsidiaries or newly issued from the Issuer's conditional share capital (bedingtes Aktienkapital) or the Issuer's authorized
share capital (genehmigtes Aktienkapital), with the same entitlements as the other outstanding Issuer Shares, except that the Issuer
Shares so delivered will not give any right for any dividend or other distribution declared, paid or made by reference to a Record Date
prior to the Conversion Date and except that the voting rights may not be exercised unless the person designated in the Conversion Notice
as recipient of the Issuer Shares is registered as the holder of the Issuer Shares in the Issuer's share register (Aktienbuch).
(ii)
Delivery of Issuer Shares: The Issuer will use best efforts to effect delivery
of the Issuer Shares within not more than one (1) Trading Day after the Conversion Date; in any event, the Issuer will effect delivery
of the Issuer Shares within not more than two (2) Trading Days after the Conversion Date through the Intermediary in accordance with directions
given by the Noteholder in the relevant Conversion Notice and enter the Noteholder (or any designee of the Noteholder to which relevant
Issuer Shares are transferred in accordance with the Conversion Notice) into the Issuer's share register (Aktienbuch). For the
avoidance of doubt, it is acknowledged that the first Delivery of Issuer Shares may take up to five (5) Trading Days, subject to the compliance
requirements of the Issuer and the Investor’s respective custodian banks and any verification checks that they are required to carry
out. As long as the Issuer undertakes its best efforts to effect delivery of the Issuer Shares, this will not be considered an Inability
to issue Conversion Shares pursuant to the immediately following paragraph.
(iii)
Inability to issue Conversion Shares: If the Issuer is unable to deliver the
Issuer Shares to the Investor within two Trading Days after the Conversion Date in compliance with this Agreement for any reason, then
without limiting any other rights of the Investor under this Agreement, the Investor may (but is not required to) either: (a) both (i)
hold over the Conversion Price that would have applied to the Conversion (the "Applicable Price"); and (ii) once the
Company’s inability to deliver the Issuer Shares is overcome, apply the Applicable Price to determine the number of Issuer Shares
that are then issuable and require such number of Issuer Shares to be delivered by the Issuer; or (b) require the Issuer to repay the
Alternative Amount (instead of issuing the Issuer Shares). The Alternative Amount, in relation to any delivery of Issuer Shares, means
(yy) 103% of the Conversion Amount that would have otherwise been the subject of the delivery of Issuer Shares if delivery is made within
less than 5 Trading Days and (zz) 108% of the Conversion Amount that would have otherwise been the subject of the delivery of Issuer Shares
if delivery is made on the 5th Trading Day or later. For the avoidance of doubt, this section shall not apply in case the inability
to deliver the Conversion Shares is solely the Investor's fault for not instructing its share agent properly.
(iv)
Taxes and other costs. Any Swiss Federal Stamp Duty, if due, as well as
the fee of the Relevant Exchange, if any, payable upon the delivery of the Issuer Shares to the Noteholder (or any designee of the Noteholder)
upon a Conversion will be paid or reimbursed by the Issuer.
9.
NOMINAL VALUE MAKE-WHOLE
At the Noteholder’s discretion,
if the Conversion Price B on the relevant Conversion Date is lower than the nominal value of the Shares, the Noteholder shall accept to
receive a number of Shares equal to the Conversion Amount divided by the nominal value of the Issuer Shares, provided that the relevant
Noteholder also receives a cash contractual penalty payment of an amount equal to the closing price of the Issuer Share on the Conversion
Date multiplied by the difference between (i) the Conversion Amount divided by the applicable Theoretical Conversion Price and (ii) the
Conversion Amount divided by the nominal value of the Issuer Shares (the "Nominal Value Make-Whole Payment").
10.
REDEMPTION AND PURCHASE
(a)
Redemption at the Option of the Issuer: If the Voluntary Prepayment
Requirement is met, the Issuer may, by giving not less than 15 Business Days' (or such shorter notice the relevant Noteholder may agree)
prior notice to the Noteholders in accordance with Condition 14 (Notices) (which notice shall be irrevocable and shall specify
the date fixed for redemption) (the "Redemption Notice"), redeem the Notes at their Principal Amount together with accrued
and unpaid interest to (and including) the day of redemption and together with the Make-whole Amount pertaining to each Note. For the
avoidance of doubt, upon receipt of the Redemption Notice until actual Redemption, the Investor has the right to convert the amount to
be redeemed according to the Redemption Notice at the applicable Fixed Conversion Price.
(b)
No other redemption: The Issuer shall not be entitled to redeem the
Notes otherwise than as provided in Condition 9(a) (Redemption at the Option of the Issuer).
(c)
Cancellation of Notes: All Notes which are redeemed or converted
pursuant to Condition 8 (Conversion Rights) and this Condition 9 (Redemption and Purchase) will be cancelled and may not
be reissued or resold.
11.
TAXATION
All payments of principal and
interest in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any Taxes imposed, levied,
collected, withheld or assessed by or on behalf of any relevant jurisdiction, unless such withholding or deduction is required by law.
In that event, the Issuer shall pay such additional amounts as will result in the receipt by the Noteholder of such amounts as would have
been received by them if no such withholding or deduction had been required.
12.
PRESCRIPTION
Claims for payment of the Principal
Amount or interest cease to be enforceable by legal action in accordance with the applicable Swiss statute of limitations (presently after
10 years in case of claims for payment of the Principal Amount and after five years in case of claims of payment of interest, in each
case from the relevant due date for payment).
13.
EVENTS OF DEFAULT
Anson Investments Master Fund
LP (in its capacity as initial Noteholders' Representative) or any other person appointed by the Majority Noteholders as Noteholders'
Representative in its place (the "Noteholders' Representative") has the right but not the obligation to notify the Issuer
in writing (such notice, an "Acceleration Notice") that the Notes are, and shall thereupon immediately become, due and
repayable, at their Principal Amount, together with accrued interest and premium (if any) and together with the Make-whole Amount pertaining
to each Note, upon the occurrence of any of the following events (each, an "Event of Default"):
(a)
Non-payment: The Issuer does not pay on the due date any amount (including,
without limitation, principal, premium or interest payable), in each case in respect of the Notes at the place at and in the currency
in which it is expressed to be payable unless:
(i)
its failure to pay is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
(ii)
payment is made within three (3) Business Days of its due date.
(b)
Breach of the Share Coverage Covenant: If, at any time, the Issuer
does not have a number of shares reserved and available exclusively for the Issuer in case of the conversion of any Notes equal to 150%
of the outstanding aggregate principal amount converted into CHF using the Noteholder's Rate of Exchange divided by the applicable Conversion
Price B, and the Issuer has not rectified this within a period of 20 Trading Days following the initial breach, then this is considered
a Breach of the Share Coverage Covenant.
(c)
Failure to deliver Issuer Shares upon Conversion: The Issuer fails
to issue or transfer and deliver any Issuer Shares as and when such Issuer Shares are required to be transferred and delivered following
any Noteholder's exercise of a Conversion Right in accordance with the terms of these Conditions unless such failure is caused by administrative
or technical error or a Disruption Event and the transfer and delivery is made within two Business Days of the date the Issuer Shares
are required to be transferred and delivered;
(d)
Breach of Obligations: The Issuer does not comply with any provision
of the Notes or the Notes Documents (other than those referred to in Condition 13(a) (Non-payment) and Condition 13(b) (Failure
to deliver Issuer Shares)) and such failure:
(i)
is, as reasonably determined by the Noteholders' Representative, incapable of
remedy; or
(ii)
being a failure which is, as reasonably determined by the Noteholders' Representative,
capable of remedy and which remains un-remedied for 10 Business Days (or such longer period as the Noteholders' Representative may agree)
after the earlier of (A) the Noteholders' Representative giving notice to the Issuer in writing thereof and (B) the Issuer becoming aware
of the relevant failure to comply;
(e)
Cross-default:
(i)
Any Financial Indebtedness of the Issuer is not paid when due nor within any originally
applicable grace period;
(ii)
Any Financial Indebtedness of the Issuer is declared to be or otherwise becomes
due and payable prior to its specified maturity as a result of an event of default (however described);
(iii)
Any commitment for any Financial Indebtedness of the Issuer is cancelled or suspended
by a creditor of the Issuer as a result of an event of default (however described);
(iv)
Any creditor of the Issuer becomes entitled to declare any Financial
Indebtedness of the Issuer due and payable prior to its specified maturity as a result of an event of default (however described); provided that no Event
of Default under this Condition 13(d) shall be deemed to have occurred if the aggregate amount of Financial Indebtedness or commitment
for Financial Indebtedness falling within sub-paragraphs (i) to (iv) above is less than US$150,000 (or its equivalent in other currency
or currencies);
(f)
Insolvency:
(i)
The Issuer:
(A)
is unable or admits inability to pay its debts as they fall due; or
(B)
is over-indebted (überschuldet) within the meaning of article 725 of
the Swiss Code of Obligations and its board of directors becomes obliged to inform the competent bankruptcy court thereof; or
(C)
suspends or threatens to suspend making payments on any of its debts; or
(D)
by reason of actual or anticipated financial difficulties, commences negotiations
with one or more of its creditors (excluding any Noteholder in its capacity as such) a view to enter into a standstill or similar agreement;
(ii)
A moratorium is declared in respect of any indebtedness of the Issuer. If a moratorium
occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.
(g)
Insolvency Proceedings:
(i)
Any corporate action, legal proceedings or other procedure or step is taken in relation
to:
(A)
the suspension of payments or a moratorium of any indebtedness, winding-up, dissolution,
administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Issuer;
(B)
a composition, compromise, assignment or arrangement with any creditor of the Issuer;
or
(C)
the appointment of a liquidator, receiver, administrative receiver, administrator,
compulsory manager or other similar officer in respect of the Issuer or any of the Issuer's assets, or any analogous procedure or step is
taken in any jurisdiction.
(ii)
Sub-paragraph (i) shall not apply to any debt enforcement proceeding which is frivolous
or vexatious or disputed by the Issuer acting diligently and in good faith and which is, in either case, discharged, stayed or dismissed
within the applicable time frame under applicable law, but in any event within 30 calendar days. ;
(h)
Creditors' Process: Any expropriation, attachment, sequestration,
distress or execution or any analogous process in any jurisdiction affects any asset or assets of the Issuer having an aggregate value
of US$150,000 and is not discharged within 30 calendar days;
(i)
Unlawfulness and Invalidity:
(i)
It is or becomes unlawful for the Issuer to perform any of its obligations under
the Notes or any Notes Document;
(ii)
Any material obligation or obligations of the Issuer under the Notes or any Notes
Document are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually
or cumulatively materially and adversely affects the interests of the Noteholders under the Notes or any Notes Documents;
(j)
Cessation of Business: The Issuer suspends or ceases to carry on
(or threatens to suspend or cease to carry on) all or a material part of its business;
(k)
Repudiation and Rescission of Agreements: The Issuer rescinds or
purports to rescind or repudiates or purports to repudiate the Notes or any Notes Document or evidences an intention to rescind or repudiate
Notes Document;
(l)
Litigation: Any litigation, arbitration or administrative proceedings
or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order of a court, arbitral
body or agency is made, in relation to the Notes or any Notes Document or the transactions contemplated in the Notes Documents or against
the Issuer or its assets which have, or has, or are, or is, reasonably likely to have a Material Adverse Effect;
(m)
Material Adverse Effect: Any event or circumstance occurs which the
Noteholder' Representative reasonably believe(s) has or is reasonably likely to have a Material Adverse Effect;
(n)
Change of Control: A change of control in the Issuer occurs.
(o)
Delisting of Issuer Shares: The Issuer Shares are delisted from
the Relevant Exchange without being listed on another Relevant Exchange.
(p)
Extended Suspension of Trading: The Issuer Shares or ADS are suspended
from trading on the Relevant Exchange for more than 10 consecutive Trading Days.
The Issuer shall inform the Noteholders'
Representative without delay of the occurrence of any of the events set out in paragraphs (a) to (n) above and to provide the Noteholders'
Representative with all necessary information relating to the relevant Event of Default (and the Issuer accepts responsibility for the
information provided to the Noteholders' Representative).
Upon the occurrence of an Event
of Default, the Noteholders' Representative may invite the Noteholder in accordance with article 1157 et seq. CO to a Noteholders' meeting
for the taking of an enforcement resolution as resolved by the Majority Noteholders provided that the Noteholders' Representative has
not served an Acceleration Notice itself. The legally valid resolution of the Noteholders' meeting to serve an Acceleration Notice shall
replace the right reserved by the Noteholders' Representative according to these Conditions to serve an Acceleration Notice on behalf
of the Noteholders. If the Noteholders' meeting votes against the serving of an Acceleration Notice, the right to serve such Acceleration
Notice shall revert to the Noteholders' Representative whereby the Noteholders' Representative shall not be bound by the resolution of
the Noteholders' meeting if and to the extent that new circumstances arise or become known which require a new assessment of the facts.
14.
NOTICES
Notices to Noteholders will be
sent to them by first class mail (or its equivalent) or (if posted to an overseas address) by airmail at their respective addresses recorded
in the Register. Any such notice shall be deemed to have been given on the fourth day after the date of mailing.
15.
AMENDMENTS TO THESE CONDITIONS
These Conditions may be amended
by agreement between the Issuer and the Noteholders' Representative (acting in its capacity as such) on behalf of the Noteholders provided
that such amendment (a) is of a formal, minor or technical nature and/or is made to correct a manifest error and (b) is not materially
prejudicial to the interests of the Noteholders. Notice of any such amendment shall be published in accordance with Condition 14 (Notices).
Other amendments may be effected in accordance with articles 1157 et seq. CO.
16.
ROLE OF NOTEHOLDERS' REPRESENTATIVE
Anson Investments Master Fund
LP will act as initial Noteholders' Representative for the purpose of the Notes, but only in such cases stated explicitly in these Conditions.
In any other cases, Anson Investments Master Fund LP is not obliged to take or to consider any actions on behalf of or for the benefit
of the Noteholders.
17.
GOVERNING LAW AND JURISDICTION
17.1
Governing Law
The Notes (including any non-contractual
obligations arising out of or in connection with the Notes) are governed by the laws of Switzerland.
17.2
Jurisdiction
The Issuer agrees that any claim,
dispute or difference of whatever nature arising under, out of or in connection with the Notes (including a claim, dispute or difference
regarding its existence, termination or validity or any non-contractual obligations arising out of or in connection with the Notes) shall
be brought exclusively before the competent courts of the City of Zurich, Switzerland (venue being Zurich 1).
ANNEX 1
FORM OF CONVERSION NOTICE
WISEKEY INTERNATIONAL HOLDING
AG
(a stock corporation incorporated
in Switzerland)
UP TO US$22,000,000
CONVERTIBLE NOTES
convertible into shares in WISeKey
International Holding AG (the "Notes")
Dated: [●]
To: WISEKEY INTERNATIONAL HOLDING AG (the
"Issuer")
Your attention is drawn to Condition
8 (Conversion Rights) with respect to the conditions relating to Conversion of Notes following the exercise of a Conversion Right.
Terms defined in the Conditions
have the same meaning when used in this Conversion Notice unless given a different meaning in this Conversion Notice.
I/We*, confirm that we are currently holding
[●] Issuer Shares.
I/We*, the undersigned, being the
holder(s) of the Notes specified below hereby irrevocably elect to convert such Notes in accordance with the Conditions for such number
of registered shares of WISeKey International Holding AG, a stock corporation incorporated under the laws of Switzerland (company registration
number CHE-143.782.707) (the "Converted Shares ") specified below, in accordance with the following instructions:
1.
Number and type of Notes to be converted into the Converted Shares:
[●] Notes, pertaining to the Tranche
issued on [●], with Maturity Date on [●] (the "Conversion Notes")
2.
Conversion Amount to be converted into the Converted Shares:
Item
Amount
Total Principal Amount of Conversion Notes:
US$ [●]
Interest accrued on the Conversion Notes until the Conversion Date:
US$ [●]
Conversion Amount:
US$ [●]
3.
Conversion Ratio: [Details of calculation]
4.
Number of Converted Shares resulting from Conversion and to be transferred and delivered
by the Issuer to the undersigned Noteholder(s):
[●] Converted Shares
The number of Converted Shares to be delivered upon the
Conversion shall be rounded down to the next full number. Any remainder smaller than CHF 10.00 shall not be paid.
To the extent the Converted Shares
to be delivered are issued out of the conditional share capital (bedingtes Aktienkapital) of the Issuer, we herewith make reference
to article [4b] of the Issuer's articles of association.
I/We* kindly ask you to enter [name of
account holder] into the share register of the Issuer with voting rights with respect to the Converted Shares referred to in this
Conversion Notice.
I/We* request that the Converted Shares
to be transferred on Conversion of the Notes specified above be delivered to the following person(s):
Name:
[●]
Address:
[●]
Telephone:
[●]
E-Mail:
[●]
The details
of the securities account(s) to which the Converted Shares are to be transferred are as follows:
Account Bank:
[●]
Account Number:
[●]
Account Name:
[●]
SWIFT:
[●]
Number of Conversion Shares:
[●]
Text in italics in this Conversion Notice
is for reference only.
This Conversion Notice, including any
non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, Swiss
law.
* Delete as appropriate.
Yours faithfully,
[NAME OF THE NOTEHOLDER]
as Noteholder
By:
By:
Title:
Title:
Annex 2
Form of Subscription Request
To Anson Investments Master Fund LP VIA EMAIL
Copy:
Notice date: [■]
We refer to the agreement for the issuance of and subscription
of convertible notes dated June 2021 [■], 2021 (the Agreement).
All terms written with a capital initial letter shall
have the definition ascribed to them in the Agreement. This is a Subscription Request pursuant to the Agreement.
We confirm that all conditions precedent pursuant to
the Agreement are fulfilled. We hereby request that the Investor subscribe for Tranche Number [■]
Subscription Price: [■] Subscription Date: [■]
The Subscription Price shall be paid in the amount of
the issued Convertible Notes upon their issuance to the following bank account:
***
SWIFT/BIC: ***
IBAN: ***
Clearing No: ***
Account holder: WISeKey International
Holding AG
WISeKey International Holding AG
By:
EX-4.34
7
e621435_ex4-34.htm
Execution Version
FIRST AMENDMENT
TO
SUBSCRIPTION
AGREEMENT
WISeKey International Holding AG, a stock corporation (company
registration number CHE-143.782.707) organized and existing under the laws of Switzerland, having its registered office at General-Guisan-Strasse
6, 6300 Zug, Switzerland, as issuer (the "Issuer"); and
L1 Capital Global Opportunities Master Fund, a limited company
incorporated in Cayman Island, with registered office at 161a Shedden Road, One Artillery Court, Grand Cayman KY1-1001, Cayman Islands
(the "Investor" or "Initial Noteholder"),
enter into this First Amendment to Subscription Agreement (this “Amendment”)
as of September 27, 2021 (the “Signing Date”). Issuer and Investor or Initial Noteholder may be referred to individually
as a “Party” or collectively as the “Parties”.
BACKGROUND
Issuer and Investor are parties to a Subscription Agreement, dated
as of June 29, 2021 (as further amended, the “Subscription Agreement”). Unless defined in this Amendment, capitalized
terms have the meanings set forth in the Subscription Agreement and references to sections are to sections of the Subscription Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:
TERMS AND CONDITIONS
1.
Amendments to Subscription Agreement
(A)
The following Definitions in Section 1.1. are amended in its entirety to read as follows:
"Closing Date" means the Initial Notes Tranche
Closing Date, the Second Notes Tranche Closing Date, the Third Notes Tranche Closing Date, the Fourth Notes Tranche Closing Date, the
Fifth Notes Tranche Closing Date, any Additional Notes Tranche Closing Date and each Accelerated Notes Tranche Closing Date as the context
requires.
"Notes" means all notes provided for in
this Agreement, including all notes under (i) the Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth
Notes Tranche, the Fifth Notes Tranche, (ii) the Accelerated Notes Tranches and (iii) any Additional Notes Tranches.
"Second Notes Tranche Subscription Price"
means US$2,695,000 minus the amount of the First Accelerated Notes Tranche Subscription Price less any expenses referred to in Clause
11.2 (Investor's Expenses).
"Third Notes Tranche Subscription Price"
means US$2,695,000 minus the amount of the Second Accelerated Notes Tranche Subscription Price less any expenses referred to in Clause
11.2 (Investor's Expenses).
"Fourth Notes Tranche Subscription Price"
means US$2,695,000 minus the amount of the Third Accelerated Notes Tranche Subscription Price less any expenses referred to in Clause
11.2 (Investor's Expenses).
"Fifth Notes Tranche Subscription Price"
means US$2,695,000 minus the amount of the Fourth Accelerated Notes Tranche Subscription Price less any expenses referred to in Clause
11.2 (Investor's Expenses).
"First Accelerated Notes Tranche Subscription Price"
means the aggregate principal amount of the First Accelerated Notes Tranche minus the Original Issue Discount of 2% less any expenses
referred to in Clause 11.2 (Investor's Expenses).
"Second Accelerated Notes Tranche Subscription Price"
means the aggregate principal amount of the Second Accelerated Notes Tranche minus the Original Issue Discount of 2% less any expenses
referred to in Clause 11.2 (Investor's Expenses).
"Third Accelerated Notes Tranche Subscription Price"
means the aggregate principal amount of the Third Accelerated Notes Tranche minus the Original Issue Discount of 2% less any expenses
referred to in Clause 11.2 (Investor's Expenses).
"Fourth Accelerated Notes Tranche Subscription Price"
means the aggregate principal amount of the Fourth Accelerated Notes Tranche minus the Original Issue Discount of 2% less any expenses
referred to in Clause 11.2 (Investor's Expenses).
(B)
Section 2 (a) is amended in its entirety to read as follows:
(a)
the Issuer agrees to issue Notes:
(i)
in the aggregate principal amount of US$11,000,000 (the "Initial Notes Tranche") to the Investor on the Initial Notes
Tranche Closing Date (such issuance on the Initial Notes Tranche Closing Date, the "Initial Notes Tranche Closing");
(ii)
in the aggregate principal amount of $ 2,750,000 minus the aggregate principal amount of the First Accelerated Notes Tranche (the
"Second Notes Tranche") to the Investor on the Second Notes Tranche Closing Date (such issuance on the Second Notes Tranche
Closing Date, the "Second Notes Tranche Closing");
(iii)
in the aggregate principal amount of US$ 2,750,000 minus the aggregate principal amount of the Second Accelerated Notes Tranche (the
"Third Notes Tranche") to the Investor on the Third Notes Tranche Closing Date (such issuance on the Third Notes Tranche
Closing Date, the "Third Notes Tranche Closing");
2
(iv)
in the aggregate principal amount of US$ 2,750,000 minus the aggregate principal amount of the Third Accelerated Notes Tranche (the
"Fourth Notes Tranche") to the Investor on the Fourth Notes Tranche Closing Date (such issuance on the Fourth Notes Tranche
Closing Date, the "Fourth Notes Tranche Closing"); and
(v)
in the aggregate principal amount of US$ 2,750,000 minus the aggregate principal amount of the Fourth Accelerated Notes Tranche (the
"Fifth Notes Tranche") to the Investor on the Fifth Notes Tranche Closing Date (such issuance on the Fifth Notes Tranche
Closing Date, the "Fifth Notes Tranche Closing").
(C)
New Section. Section 2 (c) is added in its entirety to read as follows:
(c)
the Issuer agrees to issue and the Investor agrees to subscribe and pay, or procure the subscription and payment for the accelerated
notes tranches (the "Accelerated Notes Tranches") as follows:
(vi)
in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual consent of the Parties, a higher amount of up to US$
2,750,000, unless the Parties agreed to a higher amount (the "First Accelerated Notes Tranche") on or around September
23, 2021, unless the Parties agreed to another date (the "First Accelerated Notes Tranche Closing Date") (such issuance
on the First Accelerated Notes Tranche Closing Date, the "First Accelerated Notes Tranche Closing");
(vii)
in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual consent of the Parties, a higher amount of up to US$
2,750,000, unless the Parties agreed to a higher amount (the "Second Accelerated Notes Tranche") within 30 days from
the First Accelerated Notes Tranche Closing, unless the Parties agreed to another date (the "Second Accelerated Notes Tranche
Closing Date") (such issuance on the Second Accelerated Notes Tranche Closing Date, the "Second Accelerated Notes Tranche
Closing");
(viii)
in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual consent of the Parties, a higher amount of up to US$
2,750,000, unless the Parties agreed to a higher amount (the "Third Accelerated Notes Tranche") within 30 days from the
Second Accelerated Notes Tranche Closing, unless the Parties agreed to another date (the "Third Accelerated Notes Tranche Closing
Date") (such issuance on the Third Accelerated Notes Tranche Closing Date, the "Third Accelerated Notes Tranche Closing");
and
3
(ix)
in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual consent of the Parties, a higher amount of up to US$
2,750,000, unless the Parties agreed to a higher amount (the "Fourth Accelerated Notes Tranche") within 30 days from
the Third Accelerated Notes Tranche Closing, unless the Parties agreed to another date (the "Fourth Accelerated Notes Tranche
Closing Date") (such issuance on the Fourth Accelerated Notes Tranche Closing Date, the "Fourth Accelerated Notes Tranche
Closing").
(D)
Section 7.1 Share Coverage is amended in its entirety to read as follows:
The Issuer shall ensure that it has reserved and available exclusively
for the Issuer in case of the conversion of any Notes in relation to the Initial Notes Tranche and any Additional Notes Tranches, at all
times when Notes are outstanding, a number of shares (reserved treasury shares and reserved unissued shares from conditional share capital)
equal to 150% of the outstanding aggregate principal amount converted into CHF using the Noteholder's Rate of Exchange divided by the
applicable Conversion Price B, always provided that the Issuer shall ensure that it has reserved and available exclusively for the Issuer
in case of the conversion of any Notes in relation to the Accelerated Notes Tranches at all times when Notes are outstanding, a number
of shares (reserved treasury shares and reserved unissued shares from conditional share capital) equal to 200% of the outstanding aggregate
principal amount converted into CHF using the Noteholder's Rate of Exchange divided by the applicable Conversion Price B.
(E)
New Section. Section 8.2. (a) is added in its entirety to read as follows:
(a)
In the event that the daily trading volume (as measured by total trading volume in USD on the exchange on which the Shares and/or
ADSs being traded are listed) exceeds US$ 25,000,000, the restrictions in section 8.2 will no longer apply.
(F)
New Section. Section 8.2. (b) is added in its entirety to read as follows:
(b)
If the pre-market demand, or initial trading volume, indicates that the daily trading volume (as measured by total trading volume
in USD on the exchange on which the Shares and/or ADSs being traded are listed) is going to exceed US$ 5,000,000, then the Investor may
ask the Issuer to increase or remove the restrictions in section 8.2. The Issuer will make best efforts to reply promptly and behave reasonably
relative to such requests.
(G)
New Section. Section 9.2. (d) is added in its entirety to read as follows:
(d)
Delay of Closing Date: On a monthly basis, the Investor will review its position and will have the right to delay the
Closing Date in relation to the Second Accelerated Notes Tranche, Third Accelerated Notes Tranche and the Fourth Accelerated Notes Tranche.
The Investor will explain the reasons for the delay of the Closing Date to the Issuer along with the criteria which needs to be met in
order to agree on a revised Closing Date in relation to the Second Accelerated Notes Tranche, Third Accelerated Notes Tranche and Fourth
Accelerated Notes Tranche.
(H)
Section 9.4 Waiver is amended to Section 9.5 Waiver
4
(I)
Section 9.5 Notification of Satisfaction or Waiver of Conditions Precedent is amended to Section 9.6 Notification of Satisfaction
or Waiver of Conditions Precedent
(J)
New Section. Section 9.4 is added in its entirety to read as follows:
9.4
Investor's conditions precedent to each Accelerated Notes Tranche
Closing
The Investor shall only be obliged to subscribe and pay for
the Notes pertaining to each of the First Accelerated Notes Tranche, the Second Accelerated Notes Tranche, the Third Accelerated Notes
Tranche and Fourth Accelerated Notes Tranche within 3 Business Days, only if and when the following conditions are satisfied in form and
substance satisfactory to the Investor for each such Tranche:
(a)
Accuracy of Representations: The Investor shall have been satisfied (acting reasonably) that:
(i)
the Issuer's representations and warranties contained in each Notes Document to which it is a party shall in all material respects
be true, accurate and correct on, and as if made on, the respective Accelerated Notes Tranche Closing Date; and
(ii)
the Issuer shall have performed all of its obligations under each Notes Document to which it is a party that are required to be performed
on or before the respective Accelerated Notes Tranche Closing Date.
(b)
No Event of Default, no Material Adverse Change and no Change of Control: There shall not have occurred any Event of
Default or any event or circumstance which would reasonably be expected to have a Material Adverse Effect or constitute a Change of Control.
2.
Amendments to Schedule 1 Terms and Conditions
(A)
Section 5 (a) Definitions is amended in its entirety to read as follows:
"Conversion Price B" in relation to the
Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth Notes Tranche, the Fifth Notes Tranche and any Additional
Notes Tranches means 95% of the lowest daily VWAPs of one Issuer Share, as applicable, during the five (5) consecutive Trading Days ending
on (and including) the Trading Day immediately preceding the Conversion Date, rounded down to the nearest Swiss Cent (CHF 0.01), and in
relation to the Accelerated Notes Tranches means 90% of the lowest daily VWAPs of one Issuer Share, as applicable, during the ten (10)
consecutive Trading Days ending on (and including) the Trading Day immediately preceding the Conversion Date, rounded down to the nearest
Swiss Cent (CHF 0.01) . If the number calculated pursuant to the above formula is lower than the nominal value of one Issuer Share, such
number shall be deemed to be equal to the nominal value of one Issuer Share, provided the Noteholder receives the Nominal Value Make-Whole
Payment.
5
(B)
Section 8 (c) Conversion Price B Conversions is amended in its entirety to read as follows:
(c)
Conversion Price B Conversions: Notwithstanding anything to the contrary set out in Condition 8(b) (Conversion Ratio and Conversion
Price), the Noteholder shall have the right to:
(i)
in relation to the Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth Notes Tranche, the Fifth Notes
Tranche and any Additional Notes Tranches convert each calendar month a Conversion Amount of up to 12.5% of the initial aggregate principal
amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by converting the Conversion Amount into
CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure by the Conversion Price B (95%).
Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt, the receipt of a Redemption Notice shall in no way restrict
the Noteholder from exercising the conversion right according to this Condition 8(c)(i) as long as the Notes have not been cancelled in
accordance with Condition 10(c). The Issuer shall, in its sole discretion, have the right to waive the limit of 12.5%. For the avoidance
of doubt, the Investor can convert more than the 12.5% if the daily VWAP is above the Fixed Conversion Price.
(ii)
in relation to the Accelerated Notes Tranches convert at any time at the discretion of Investor a Conversion Amount of up to 100%
of the initial aggregate principal amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by
converting the Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure
by the Conversion Price B (90%). Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt, the receipt of a Redemption
Notice shall in no way restrict the Noteholder from exercising the conversion right according to this Condition 8(c)(i) as long as the
Notes have not been cancelled in accordance with Condition 10(c).
(iii)
convert, upon occurrence of an Event of Default, a Conversion Amount equaling the sum of the aggregate principal amount of all issued
and unconverted Notes, accrued interest and premium (if any) and the Make-whole Amount (if applicable) into Issuer Shares whereby the
Conversion Ratio will be determined by converting the Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion
Date and dividing the resulting figure by the applicable Conversion Price B (95% or 90%). The number of Issuer Shares to be delivered
upon Conversion shall be rounded down to the next full number. Any remainder smaller than CHF 10 shall not be paid.
6
(iv)
convert, upon receipt of a Redemption Notice, a Conversion Amount of up to 12.5% of the initial aggregate principal amount of all
issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by converting the Conversion Amount into CHF, using
the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure by the Conversion Price B. Any remainder smaller
than CHF 10 shall not be paid. For the avoidance of doubt, the conversion right according to this Condition 8(c)(iii) may be exercised
in addition to the conversion right according to Condition 8(c)(i). The Issuer shall, in its sole discretion, have the right to waive
the limit of 12.5%.
3.
General Terms.
(A)
Except as amended hereby, all terms and conditions of the Subscription Agreement remain in full force and effect.
(B)
This document contains the entire agreement of the Parties in connection with the subject matter of this Amendment and cannot be changed
or terminated orally.
(C)
The individuals signing on behalf of each Party represent that all necessary action to authorize them to enter into this Amendment
has been taken, including, without limitation, any member or manager approvals or resolutions necessary to authorize execution of this
Amendment.
(D)
The Issuer shall issue a press release regarding the signing of this Amendment. Prior to the publication of such press release the
Issuer shall obtain the consent of the Investor regarding the content of the press release.
(E)
The Issuer shall pay the Investor a fixed fee of CHF 5,000 for the cost incurred by it in connection with the negotiation, preparation
and execution of this Amendment, whereby the corresponding amount (i) shall be deducted directly from the Subscription Price of the next
Notes Tranche or (ii), if no Notes Tranche is subscribed for within 30 days of the date of this Amendment, shall be paid in cash to the
Investor or such other party designated by the Investor.
(F)
This Amendment may be executed in counterparts, each of which when so executed and delivered will be deemed an original, and all of
such counterparts together will constitute but one and the same agreement. Facsimile, .pdf and other electronic copies of signatures will
be treated as original signatures for all purposes.
(G)
If there is an express conflict between the terms of this Amendment and the terms of the Subscription Agreement, the terms of this
Amendment will govern and control.
[End of First Amendment to Subscription
Agreement]
7
[Signature page to First Amendment to Subscription
Agreement]
THE ISSUER
WISeKey International Holding AndroGel
/s/ Carlos Moreira
/s/ Peter Ward
Name: Carlos Moreira
Name: Peter Ward
Title: Chairman of the board of directors
Title: Member of the board of directors
THE INVESTOR
L1 Capital Global Opportunities Master Fund
/s/ David Feldman
Name: David Feldman
Title: Portfolio Manager
8
EX-4.35
8
e621435_ex4-35.htm
Execution Version
FIRST AMENDMENT
TO
SUBSCRIPTION
AGREEMENT
WISeKey International Holding AG, a stock corporation (company
registration number CHE-143.782.707) organized and existing under the laws of Switzerland, having its registered office at General-Guisan-Strasse
6, 6300 Zug, Switzerland, as issuer (the "Issuer"); and
Anson Investments Master Fund LP, with registered office at
Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands (the "Investor"
or "Initial Noteholder"),
enter into this First Amendment to Subscription Agreement (this “Amendment”)
as of September 27, 2021 (the “Signing Date”). Issuer and Investor or Initial Noteholder may be referred to individually
as a “Party” or collectively as the “Parties”.
BACKGROUND
Issuer and Investor are parties to a Subscription Agreement, dated
as of June 29, 2021 (as further amended, the “Subscription Agreement”). Unless defined in this Amendment, capitalized
terms have the meanings set forth in the Subscription Agreement and references to sections are to sections of the Subscription Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:
TERMS AND CONDITIONS
1.
Amendments to Subscription Agreement
(A)
The following Definitions in Section 1.1. are amended in its entirety to read as follows:
"Closing Date" means the Initial Notes Tranche
Closing Date, the Second Notes Tranche Closing Date, the Third Notes Tranche Closing Date, the Fourth Notes Tranche Closing Date, the
Fifth Notes Tranche Closing Date, any Additional Notes Tranche Closing Date and each Accelerated Notes Tranche Closing Date as the context
requires.
"Notes" means all notes provided for in
this Agreement, including all notes under (i) the Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth
Notes Tranche, the Fifth Notes Tranche, (ii) the Accelerated Notes Tranches and (iii) any Additional Notes Tranches.
"Second Notes Tranche Subscription Price"
means US$2,695,000 minus the amount of the First Accelerated Notes Tranche Subscription Price less any expenses referred to in Clause
11.2 (Investor's Expenses).
"Third Notes Tranche Subscription Price"
means US$2,695,000 minus the amount of the Second Accelerated Notes Tranche Subscription Price less any expenses referred to in Clause
11.2 (Investor's Expenses).
"Fourth Notes Tranche Subscription Price"
means US$2,695,000 minus the amount of the Third Accelerated Notes Tranche Subscription Price less any expenses referred to in Clause
11.2 (Investor's Expenses).
"Fifth Notes Tranche Subscription Price"
means US$2,695,000 minus the amount of the Fourth Accelerated Notes Tranche Subscription Price less any expenses referred to in Clause
11.2 (Investor's Expenses).
"First Accelerated Notes Tranche Subscription Price"
means the aggregate principal amount of the First Accelerated Notes Tranche minus the Original Issue Discount of 2% less any expenses
referred to in Clause 11.2 (Investor's Expenses).
"Second Accelerated Notes Tranche Subscription Price"
means the aggregate principal amount of the Second Accelerated Notes Tranche minus the Original Issue Discount of 2% less any expenses
referred to in Clause 11.2 (Investor's Expenses).
"Third Accelerated Notes Tranche Subscription Price"
means the aggregate principal amount of the Third Accelerated Notes Tranche minus the Original Issue Discount of 2% less any expenses
referred to in Clause 11.2 (Investor's Expenses).
"Fourth Accelerated Notes Tranche Subscription Price"
means the aggregate principal amount of the Fourth Accelerated Notes Tranche minus the Original Issue Discount of 2% less any expenses
referred to in Clause 11.2 (Investor's Expenses).
(B)
Section 2 (a) is amended in its entirety to read as follows:
(a)
the Issuer agrees to issue Notes:
(i)
in the aggregate principal amount of US$11,000,000 (the "Initial Notes Tranche") to the Investor on the Initial Notes
Tranche Closing Date (such issuance on the Initial Notes Tranche Closing Date, the "Initial Notes Tranche Closing");
(ii)
in the aggregate principal amount of $ 2,750,000 minus the aggregate principal amount of the First Accelerated Notes Tranche (the
"Second Notes Tranche") to the Investor on the Second Notes Tranche Closing Date (such issuance on the Second Notes Tranche
Closing Date, the "Second Notes Tranche Closing");
(iii)
in the aggregate principal amount of US$ 2,750,000 minus the aggregate principal amount of the Second Accelerated Notes Tranche (the
"Third Notes Tranche") to the Investor on the Third Notes Tranche Closing Date (such issuance on the Third Notes Tranche
Closing Date, the "Third Notes Tranche Closing");
2
(iv)
in the aggregate principal amount of US$ 2,750,000 minus the aggregate principal amount of the Third Accelerated Notes Tranche (the
"Fourth Notes Tranche") to the Investor on the Fourth Notes Tranche Closing Date (such issuance on the Fourth Notes Tranche
Closing Date, the "Fourth Notes Tranche Closing"); and
(v)
in the aggregate principal amount of US$ 2,750,000 minus the aggregate principal amount of the Fourth Accelerated Notes Tranche (the
"Fifth Notes Tranche") to the Investor on the Fifth Notes Tranche Closing Date (such issuance on the Fifth Notes Tranche
Closing Date, the "Fifth Notes Tranche Closing").
(C)
New Section. Section 2 (c) is added in its entirety to read as follows:
(c)
the Issuer agrees to issue and the Investor agrees to subscribe and pay, or procure the subscription and payment for the accelerated
notes tranches (the "Accelerated Notes Tranches") as follows:
(vi)
in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual consent of the Parties, a higher amount of up to US$
2,750,000, unless the Parties agreed to a higher amount (the "First Accelerated Notes Tranche") on or around September
23, 2021, unless the Parties agreed to another date (the "First Accelerated Notes Tranche Closing Date") (such issuance
on the First Accelerated Notes Tranche Closing Date, the "First Accelerated Notes Tranche Closing");
(vii)
in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual consent of the Parties, a higher amount of up to US$
2,750,000, unless the Parties agreed to a higher amount (the "Second Accelerated Notes Tranche") within 30 days from
the First Accelerated Notes Tranche Closing, unless the Parties agreed to another date (the "Second Accelerated Notes Tranche
Closing Date") (such issuance on the Second Accelerated Notes Tranche Closing Date, the "Second Accelerated Notes Tranche
Closing");
(viii)
in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual consent of the Parties, a higher amount of up to US$
2,750,000, unless the Parties agreed to a higher amount (the "Third Accelerated Notes Tranche") within 30 days from the
Second Accelerated Notes Tranche Closing, unless the Parties agreed to another date (the "Third Accelerated Notes Tranche Closing
Date") (such issuance on the Third Accelerated Notes Tranche Closing Date, the "Third Accelerated Notes Tranche Closing");
and
(ix)
in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual consent of the Parties, a higher amount of up to US$
2,750,000, unless the Parties agreed to a higher amount (the "Fourth Accelerated Notes Tranche") within 30 days from
the Third Accelerated Notes Tranche Closing, unless the Parties agreed to another date (the "Fourth Accelerated Notes Tranche
Closing Date") (such issuance on the Fourth Accelerated Notes Tranche Closing Date, the "Fourth Accelerated Notes Tranche
Closing").
3
(D)
Section 7.1 Share Coverage is amended in its entirety to read as follows:
The Issuer shall ensure that it has reserved and available exclusively
for the Issuer in case of the conversion of any Notes in relation to the Initial Notes Tranche and any Additional Notes Tranches, at all
times when Notes are outstanding, a number of shares (reserved treasury shares and reserved unissued shares from conditional share capital)
equal to 150% of the outstanding aggregate principal amount converted into CHF using the Noteholder's Rate of Exchange divided by the
applicable Conversion Price B, always provided that the Issuer shall ensure that it has reserved and available exclusively for the Issuer
in case of the conversion of any Notes in relation to the Accelerated Notes Tranches at all times when Notes are outstanding, a number
of shares (reserved treasury shares and reserved unissued shares from conditional share capital) equal to 200% of the outstanding aggregate
principal amount converted into CHF using the Noteholder's Rate of Exchange divided by the applicable Conversion Price B.
(E)
New Section. Section 8.2. (a) is added in its entirety to read as follows:
(a)
In the event that the daily trading volume (as measured by total trading volume in USD on the exchange on which the Shares and/or
ADSs being traded are listed) exceeds US$ 25,000,000, the restrictions in section 8.2 will no longer apply.
(F)
New Section. Section 8.2. (b) is added in its entirety to read as follows:
(b)
If the pre-market demand, or initial trading volume, indicates that the daily trading volume (as measured by total trading volume
in USD on the exchange on which the Shares and/or ADSs being traded are listed) is going to exceed US$ 5,000,000, then the Investor may
ask the Issuer to increase or remove the restrictions in section 8.2. The Issuer will make best efforts to reply promptly and behave reasonably
relative to such requests.
(G)
New Section. Section 9.2. (d) is added in its entirety to read as follows:
(d)
Delay of Closing Date: On a monthly basis, the Investor will review its position and will have the right to delay the
Closing Date in relation to the Second Accelerated Notes Tranche, Third Accelerated Notes Tranche and the Fourth Accelerated Notes Tranche.
The Investor will explain the reasons for the delay of the Closing Date to the Issuer along with the criteria which needs to be met in
order to agree on a revised Closing Date in relation to the Second Accelerated Notes Tranche, Third Accelerated Notes Tranche and Fourth
Accelerated Notes Tranche.
(H)
Section 9.4 Waiver is amended to Section 9.5 Waiver
4
(I)
Section 9.5 Notification of Satisfaction or Waiver of Conditions Precedent is amended to Section 9.6 Notification of Satisfaction
or Waiver of Conditions Precedent
(J)
New Section. Section 9.4 is added in its entirety to read as follows:
9.4
Investor's conditions precedent to each Accelerated Notes Tranche
Closing
The Investor shall only be obliged to subscribe and pay for
the Notes pertaining to each of the First Accelerated Notes Tranche, the Second Accelerated Notes Tranche, the Third Accelerated Notes
Tranche and Fourth Accelerated Notes Tranche within 3 Business Days, only if and when the following conditions are satisfied in form and
substance satisfactory to the Investor for each such Tranche:
(a)
Accuracy of Representations: The Investor shall have been satisfied (acting reasonably) that:
(i)
the Issuer's representations and warranties contained in each Notes Document to which it is a party shall in all material respects
be true, accurate and correct on, and as if made on, the respective Accelerated Notes Tranche Closing Date; and
(ii)
the Issuer shall have performed all of its obligations under each Notes Document to which it is a party that are required to be performed
on or before the respective Accelerated Notes Tranche Closing Date.
(b)
No Event of Default, no Material Adverse Change and no Change of Control: There shall not have occurred any Event of
Default or any event or circumstance which would reasonably be expected to have a Material Adverse Effect or constitute a Change of Control.
2.
Amendments to Schedule 1 Terms and Conditions
(A)
Section 5 (a) Definitions is amended in its entirety to read as follows:
"Conversion Price B" in relation to the
Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth Notes Tranche, the Fifth Notes Tranche and any Additional
Notes Tranches means 95% of the lowest daily VWAPs of one Issuer Share, as applicable, during the five (5) consecutive Trading Days ending
on (and including) the Trading Day immediately preceding the Conversion Date, rounded down to the nearest Swiss Cent (CHF 0.01), and in
relation to the Accelerated Notes Tranches means 90% of the lowest daily VWAPs of one Issuer Share, as applicable, during the ten (10)
consecutive Trading Days ending on (and including) the Trading Day immediately preceding the Conversion Date, rounded down to the nearest
Swiss Cent (CHF 0.01) . If the number calculated pursuant to the above formula is lower than the nominal value of one Issuer Share, such
number shall be deemed to be equal to the nominal value of one Issuer Share, provided the Noteholder receives the Nominal Value Make-Whole
Payment.
5
(B)
Section 8 (c) Conversion Price B Conversions is amended in its entirety to read as follows:
(c)
Conversion Price B Conversions: Notwithstanding anything to the contrary set out in Condition 8(b) (Conversion Ratio and Conversion
Price), the Noteholder shall have the right to:
(i)
in relation to the Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth Notes Tranche, the Fifth Notes
Tranche and any Additional Notes Tranches convert each calendar month a Conversion Amount of up to 12.5% of the initial aggregate principal
amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by converting the Conversion Amount into
CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure by the Conversion Price B (95%).
Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt, the receipt of a Redemption Notice shall in no way restrict
the Noteholder from exercising the conversion right according to this Condition 8(c)(i) as long as the Notes have not been cancelled in
accordance with Condition 10(c). The Issuer shall, in its sole discretion, have the right to waive the limit of 12.5%. For the avoidance
of doubt, the Investor can convert more than the 12.5% if the daily VWAP is above the Fixed Conversion Price.
(ii)
in relation to the Accelerated Notes Tranches convert at any time at the discretion of Investor a Conversion Amount of up to 100%
of the initial aggregate principal amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by
converting the Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure
by the Conversion Price B (90%). Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt, the receipt of a Redemption
Notice shall in no way restrict the Noteholder from exercising the conversion right according to this Condition 8(c)(i) as long as the
Notes have not been cancelled in accordance with Condition 10(c).
(iii)
convert, upon occurrence of an Event of Default, a Conversion Amount equaling the sum of the aggregate principal amount of all issued
and unconverted Notes, accrued interest and premium (if any) and the Make-whole Amount (if applicable) into Issuer Shares whereby the
Conversion Ratio will be determined by converting the Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion
Date and dividing the resulting figure by the applicable Conversion Price B (95% or 90%). The number of Issuer Shares to be delivered
upon Conversion shall be rounded down to the next full number. Any remainder smaller than CHF 10 shall not be paid.
6
(iv)
convert, upon receipt of a Redemption Notice, a Conversion Amount of up to 12.5% of the initial aggregate principal amount of all
issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by converting the Conversion Amount into CHF, using
the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure by the Conversion Price B. Any remainder smaller
than CHF 10 shall not be paid. For the avoidance of doubt, the conversion right according to this Condition 8(c)(iii) may be exercised
in addition to the conversion right according to Condition 8(c)(i). The Issuer shall, in its sole discretion, have the right to waive
the limit of 12.5%.
3.
General Terms.
(A)
Except as amended hereby, all terms and conditions of the Subscription Agreement remain in full force and effect.
(B)
This document contains the entire agreement of the Parties in connection with the subject matter of this Amendment and cannot be changed
or terminated orally.
(C)
The individuals signing on behalf of each Party represent that all necessary action to authorize them to enter into this Amendment
has been taken, including, without limitation, any member or manager approvals or resolutions necessary to authorize execution of this
Amendment.
(D)
The Issuer shall issue a press release regarding the signing of this Amendment. Prior to the publication of such press release the
Issuer shall obtain the consent of the Investor regarding the content of the press release.
(E)
This Amendment may be executed in counterparts, each of which when so executed and delivered will be deemed an original, and all of
such counterparts together will constitute but one and the same agreement. Facsimile, .pdf and other electronic copies of signatures will
be treated as original signatures for all purposes.
(F)
If there is an express conflict between the terms of this Amendment and the terms of the Subscription Agreement, the terms of this
Amendment will govern and control.
[End of First Amendment to Subscription Agreement]
7
[Signature page to First Amendment to Subscription
Agreement]
THE ISSUER
WISeKey International Holding AG
/s/ Carlos Moreira
/s/ Peter Ward
Name: Carlos Moreira
Name: Peter Ward
Title: Chairman of the board of directors
Title: Member of the board of directors
THE INVESTOR
Anson Investments Master Fund LP
/s/ Amin Nathoo
Name: Amin Nathoo
Title: Director
8
EX-4.36
9
e621435_ex4-36.htm
Draft Term Sheet: Equity Financing Mechanism
Set forth below is an outline of the proposed mechanism
pursuant to which WISeKey International Holding Ltd or one of its affiliates (WISeKey) would commit to equity financing for arago
GmbH (arago.)
Whereas WISeKey has already provided to arago an amount
of CHF 5 million by the means of an executed convertible loan fully paid by WISeKey in March 2021 against a fully diluted ownership of
51% in arago,
Whereas arago has informed WISeKey that they would need further
financing due to the reduction of the projected revenue for 2021 from the initially budgeted revenue of EUR 11 million (approximately
equivalent to CHF12,2 million);
Whereas arago has requested WISeKey to provide the financing
for the projected cash requirements of arago in 2021 which amounts to EUR 7,5 million (approximately equivalent to CHF8,3 million) by
means of a new convertible loan;
Both parties have agreed on the following:
1.
WISeKey will commit to provide additional equity financing to arago at WISeKey`s discretion for an amount
of up to CHF 8.5 million (the Equity Financing), to address the cash requirements of arago. The Equity Financing is provided on
the understanding that, in case of an increase of arago`s 2021 revenue, WISeKey will adapt the Equity Financing accordingly to arago`s
cash requirements during 2021
2.
The Equity Financing will be provided by way of a contribution by WISeKey of cash to arago’s free
capital reserves pursuant to section 272 para. (2) no. 4 of the German Commercial Code (HGB), or such other mechanism as WISeKey
considers appropriate.
3.
As consideration for providing the Equity Financing, arago's remaining shareholders, being Hans-Christian
Boos, either individually or through his companies, including Ogara GmbH and Aquilon GmbH, will agree that the number of WISeKey's common
shares, par value CHF 0.05 each (the Class B Shares), to be issued to Hans-Christian Boos in exchange of his 49% equity interest
in arago (currently set at 12,327,506 WISeKey Class B Shares) sold to WISeKey upon exercise of the put option (the Put Option)
granted to them by WISeKey pursuant to the Term Sheet by and among WISeKey and the other shareholders of arago, dated as of 2 November
2020, will be reduced as follows:
–
Hans-Christian Boos’ right to receive WISeKey Class
B Shares upon exercise of the Put Option at the end of the funding period (initially defined as 31 December 2021) will be reduced by
such number of WISeKey Class B Shares as corresponds to the quotient of (1) the Equity Financing amount due to WISeKey, converted into
Swiss francs, divided by (2) the Conversion Price. The Conversion Price shall be the closing share price of one WISeKey Class
B Share as quoted on the SIX Swiss Exchange on the last trading day of the funding period (initially defined as 30 December 2021), rounded
down to the next integral number.
4.
In case arago’s situation improves and it has generated sufficient cash reserves from its operating
activities to fund its activity over the next 12 months, arago may repay the loan, in part or in full, out of these cash reserves. Prior
to repaying the loan, arago’s management shall provide a detailed profit and loss and cash forecast demonstrating its capacity to
fund its future activities out of free cash reserves in addition to the proposed loan repayment. The forecast is subject to the approval
of WISeKey’s management before any repayment can be made.
5.
Should arago or Hans-Christian Boos, either individually or through any of his companies, repay the
loan, either in part or in full, then WISeKey will commit to reestablish authorized or similar share capital in the amount necessary to
satisfy its then current obligations under the Put Option in due course in connection with its continuation to the British Virgin Islands,
but in any event no later than in connection with its contemplated public share offering in the US capital market.
6.
The restructuring and re-hiring plan attached hereto as Annex 1 (the Restructuring and Re-Hiring Plan)
and all measures contained therein are hereby agreed between the parties and may be implemented and executed by the management of arago
without further approval from any of the arago shareholder. WISeKey and HCB shall take all steps necessary and pass any shareholder resolution
required to enable arago’s management to implement and execute the Restructuring and Re-Hiring Plan.
7.
WISeKey enters into this term sheet based on the understanding that Hans-Christian Boos, either individually
or through any of his companies, including Ogara GmbH and Acquilon GmbH, does not have any contractual arrangement or legal agreement
with KKR that would restrict his ability to execute upon this equity financing mechanism.
8.
The revolving loan facility and all related documentation will be governed by Swiss law.
9.
This term sheet and any
dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be
governed by and construed in accordance with Swiss law.
/s/ Hans-Christian Boos
Name:
Hans-Christian Boos
Date:
02.04.2021
/s/ Carlos Moreira
Name:
Carlos Moreira
/s/ Peter Ward
Name:
Peter Ward
2/3
Annex
1: Restructuring and Re-Hiring Plan
3/3
EX-4.37
10
e621435_ex4-37.htm
EXECUTION VERSION
Amendment Agreement to Draft Term Sheet: Equity
Financing Mechanism (Agreement)
Whereas WISeKey International Holding Ltd (WISeKey) and arago
GmbH (arago) (WISeKey and arago each a Party and together the Parties) have entered into an Equity Financing Mechanism
Agreement (the Financing Agreement) dated 02 April 2021 pursuant to which the Parties have agreed on the mechanism and terms for
WISeKey to provide equity financing to arago;
Whereas WISeKey has so far provided to arago an amount of 1,232,704.32
Euro for the purposes of repaying the Harbert loan and 1,111,214.03 Euro for arago’s operational funding requirements (the Existing
Equity Funding) under the Equity Financing Agreement;
Whereas Hans-Christian Boos through Aquilon Invest GmbH and OGARA GmbH
(together the Affiliates) has the right to sell to WISeKey its remaining stake in arago currently amounting to ~49% of arago’s
entire share capital (the HCB Stake) in exchange of 12,327,506 WISeKey class B shares (the Put Option).
The Parties have agreed on an additional equity financing to arago
up to a total amount of 7,500,000 Euro and therefore wish to amend the Financing Agreement as follows:
1.
WISeKey shall facilitate additional equity financing for an additional amount of up to 5,200,000 Euro (the Future Equity Financing),
to address the cash requirements and debts of arago by way of a convertible loan (as further specified below).
2.
The Future Equity Financing will be provided (i) as a lump sum payment in the amount of 1,000,000 Euro upon signing of this Agreement
to clear the historic backlog of unpaid invoices, personnel costs, severance charges, social charges and similar expenses (as set out
in Annex 1), (ii) additional payments in the sum of 500,000 Euro to clear the balance of the historic backlog of unpaid invoices, personnel
costs, severance chargers, social charges and similar expenses (as set out in Annex 1) to be made as and when these items are both confirmed
and fall-due and (iii) monthly instalments on the 1st trading day of the month in the amount of (A) 308,176.08 Euro for the purpose of
repaying the Harbert loan (the Debt Costs) and (B) 330,000 Euro for operational funding requirements based upon the forecast presented
by arago on the 7th July 2021 (as set out in Annex 2, Slide 4) (Operational Costs).
3.
The amounts paid as Debt Costs and Operational Costs may be reduced by arago at any time if not required by arago, whereby any reduced
Operational Costs can be carried forward to the future months.
4.
All payments made to third parties by arago using the funds, regardless of the amount, provided as part of this Agreement will still
require approval by WISeKey’s CFO or CEO.
5.
The Hiring Investments and Replacement Hires attached hereto as Annex 3 (ref: Slide 21, Agreed to Hiring Investments and Replacement
Hires) will be implemented and executed by the management of arago without further approval from any of the arago shareholder, provided
that the following conditions are met: (i) the monthly operational funding requirements of arago will not exceed 330,000 Euro and (ii)
all new hires will be subject to a six-month probation period.
6.
Subject to the terms and conditions set forth in this Agreement, WISeKey as lender hereby grants to arago as borrower a convertible
loan in an aggregate amount of the sum of the Existing Equity Funding and the Future Equity Funding (together the Equity Funding)
(the Convertible Loan). Whereby the Existing Equity Funding has already been paid out, and the outstanding amount of the Convertible
Loan will be paid out and shall become due and payable according to section 2.
7.
The Convertible Loan shall have a term of 31 December 2021 (the Term). arago (or any of its shareholders or affiliates) shall
have the right to repay any outstanding amount under the Convertible Loan prior to the end of the Term. Any outstanding amount under the
Convertible Loan after the end of the Term (such amount the Conversion Amount) may, at the discretion of WISeKey, be converted
in accordance with section 8 at any time.
8.
The Conversion Amount may be converted into WISeKey class B shares and deducted from the right under the Put Option and the HCB Stake
reduced accordingly to match the reduced Put Option, subject to and in accordance with the following provisions (the Conversion):
a.
The Put Option may be reduced by such number of WISeKey class B shares as corresponds to the quotient of (i) the Conversion Amount,
converted into Swiss francs, divided by (ii) the Conversion Price. The Conversion Price shall be the VWAP of one WISeKey class
B share as quoted on the SIX Swiss Exchange during the twenty (20) consecutive SIX Swiss Exchange trading days until (and including) 30
December 2021, rounded down to the next integral number (such amount of shares the Reduction Shares);
b.
Hans-Christian Boos himself or through the Affiliates will transfer to WISeKey the portion of the HCB Stake corresponding to the amount
of Reduction Shares, whereby the conversion rate shall correspond to the quotient of (i) the amount of 12,327,506 WISeKey class B shares,
divided by (ii) the amount of arago shares comprising the HCB Stake. Such quotient shall represent the amount of WISeKey class B shares
equivalent to one (1) arago share (the Conversion Rate).
9.
The Parties agree that Hans-Christian Boos shall explore possibilities to enter into term sheet negotiations with interested parties
with the intention to secure an alternative investment for arago or to sell arago prior to the end of the Term.
10.
In case no promising term sheet for an investment or sale opportunity has been presented to WISeKey until 30 November 2021, WISeKey
shall have the right to start reducing the funding provided for any future Operational Costs set out in section 2, to the extend this
does not lead to an insolvency of arago.
EXECUTION VERSION
Signature page
Amendment Agreement
WISEKEY INTERNATIONAL HOLDING AG
/s/ Carlos Moreira
/s/ Peter Ward
Name: Carlos Moreira
Title: CEO
Date: 27.07.2021
Name: Peter Ward
Title: CFO
Date: 27.07.2021
ARAGO GMBH
/s/ Peter Ward
/s/ Hans-Christian Boos
Name: Peter Ward
Title: Prokurist
Date: 27.07.2021
Name: Hans-Christian Boos
Title: Managing Director
Date: 28.07.2021
HANS-CHRISTIAN BOOS
/s/ Hans-Christian Boos
Name: Hans-Christian Boos
Date: 28.07.2021
Annex 1
Historic Backlog
EX-4.38
11
e621435_ex4-38.htm
Amendment Agreement to Draft Term Sheet: Equity Financing Mechanism
(Agreement)
Whereas WISeKey International Holding Ltd (WISeKey) and arago
GmbH (arago) (WISeKey and arago each a Party and together the Parties) have entered into an Equity Financing Mechanism
Agreement, dated 02 April 2021, and an Addendum Agreement, dated 28 July 2021 (together the Financing Agreement) pursuant to which
the Parties have agreed on the mechanism and terms for WISeKey to provide equity financing to arago;
Whereas WISeKey has so far provided to arago an amount of 3,081,761
Euro for the purposes of repaying the Harbert loan, 1,170,000 Euro for the purposes of clearing historic backlog invoices and 2,613,214
Euro for arago's operational funding requirements (the Existing Equity Funding) under the Financing Agreement;
Whereas Hans-Christian Boos through Aquilon Invest GmbH and OGARA GmbH
(together the Affiliates) has the right to sell to WISeKey its remaining stake in arago currently amounting to ~49% of arago's
entire share capital (the HCB Stake) in exchange of 12,327,506 WISeKey class B shares (the Put Option).
Whereas Arago requires additional short-term financing (the Bridge
Funding) to enable it to pay key suppliers and continue operations whilst a potential disposal of the business is negotiated. In the
event that WISeKey sells its 51% shareholding to the potential acquirer, then any Bridge Funding would be paid to WISeKey by the acquirer
in addition to the sale proceeds.
The Parties have agreed on WISeKey providing Bridge Funding to arago
up to a total amount of 1,308,176.08 Euro and therefore wish to extend the Financing Agreement as follows:
1.
WISeKey shall facilitate additional equity financing for an additional amount of up to 1,308,176.08 Euro (the Bridge Funding),
to address the cash requirements and debts of arago by way of a convertible loan (as further specified below).
2.
The Future Equity Financing will be provided as agreed between the parties, starting with an initial 1,000,000 Euro upon signature
of this agreement. An amount of 308,176.08 will be paid on 31 January 2022 to cover the instalment due under the Harbert loan.
3.
All payments made to third parties by arago using the funds, regardless of the amount, provided as part of this Agreement will still
require approval by WISeKey's CFO or CEO.
4.
In the event that the acquirer chooses not to proceed with the purchase of WISeKey's shareholding in arago, Hans-Christian Boos accepts
that the terms and conditions set forth in the Financing Agreement, including but not limited to the Conversion and the Conversion
Price will apply to the additional funding.
a.
With the sole exception that the Conversion Price will be the VWAP of one WISeKey class B share as quoted on the SIX Swiss
Exchange during the twenty (20) consecutive SIX Swiss Exchange trading days until the trading day preceding the Conversion Notice issued
by WISeKey.
Page 1 of 2
WISEKEY INTERNATIONAL HOLDING AG
/s/Carlos Moreira
/s/Peter Ward
Name: Carlos Moreira
Name: Peter Ward
Title: CEO
Title: CFO
Date:
Date:
ARAGO GMBH
/s/Driss Khalfioui
/s/Hans-Christian Boos
Name: Driss Khalfioui
Name: Hans-Christian Boos
Title: Prokurist
Title: Managing Director
Date: 24.1.22
Date: 24.1.22
HANS-CHRISTIAN BOOS
/s/ Han-sChristian Boos
Date: 24.1.22
Page 2 of 2
EX-4.39
12
e621435_ex4-39.htm
Execution Version
Second
Amendment to
SUBSCRIPTION AGREEMENT
WISeKey International Holding AG,
a stock corporation (company registration number CHE- 143.782.707) organised and existing under the laws of Switzerland, having its registered
office at General-Guisan-Strasse 6, 6300 Zug, Switzerland, as issuer (the "Issuer"); and
L1 Capital Global Opportunities
Master Fund, a limited company incorporated in Cayman Island, with registered office at 161a Shedden Road, One Artillery Court, Grand
Cayman KY1- 1001, Cayman Islands (the "Investor" or "Initial Noteholder"),
enter into this Second Amendment to
Subscription Agreement (this “Amendment”) as of 3 March, 2022 (the “Signing Date”). Issuer and Investor
or Initial Noteholder may be referred to individually as a “Party” or collectively as the “Parties”.
Background
Issuer and Investor are parties to
a Subscription Agreement, dated as of June 29, 2021, which was amended on September 27, 2021 (the “First Amendment”)
(as further amended, the “Subscription Agreement”). Unless defined in this Amendment, capitalized terms have the meanings
set forth in the Subscription Agreement and references to sections are to sections of the Subscription Agreement and First Amendment,
as applicable.
As of the date hereof, the following
Notes pertaining to the respective Tranches pursuant to Section 2 (a) and Section 2 (c) of the First Amendment were issued by the Issuer
and subscribed and paid for by the Investor: (i) under the Initial Notes Tranche in the aggregate principal amount of US$ 11,000,000 on
June 29, 2021, (ii) under the First Accelerated Notes Tranche two tranches in the aggregate principal amounts of US$ 1,000,000 each on
September 27, 2021 and October 20, 2021, respectively, (iii) under the Second Accelerated Notes Tranche two tranches in the aggregate
principal amounts of US$ 2,000,000 and US$ 1,000,000 each on October 27, 2021 and November 5, 2021, respectively, and (iv) under the Third
Accelerated Notes Tranche in the aggregate principal amount of US$ 1,000,000 on December 21, 2021.
NOW, THEREFORE, for valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Terms
and Conditions
1.
Amendments to Subscription Agreement
(A)
The following Definitions in Section 1.1. are amended in its entirety to read as follows:
"Closing Date"
means the Initial Notes Tranche Closing Date, the Second Notes Tranche Closing Date, the Third Notes Tranche Closing Date, the Fourth
Notes Tranche Closing Date, the Fifth Notes Tranche Closing Date, any Additional Notes Tranche Closing Date and each Accelerated Notes
Tranche Closing Date (including any Additional Accelerated Notes Tranche Closing Date) as the context requires.
1
"Notes" means
all notes provided for in this Agreement, including all notes under (i) the Initial Notes Tranche, the Second Notes Tranche, the Third
Notes Tranche, the Fourth Notes Tranche, the Fifth Notes Tranche, (ii) the Accelerated Notes Tranches (including any Additional Accelerated
Notes Tranches) and (iii) any Additional Notes Tranches.
"First Additional Accelerated
Notes Tranche Subscription Price" means the aggregate principal amount of the First Additional Accelerated Notes Tranche minus
the Original Issue Discount of 2% less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Second Additional Accelerated
Notes Tranche Subscription Price" means the aggregate principal amount of the Second Additional Accelerated Notes Tranche minus
the Original Issue Discount of 2% less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Third Additional Accelerated
Notes Tranche Subscription Price" means the aggregate principal amount of the Third Additional Accelerated Notes Tranche minus
the Original Issue Discount of 2% less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Fourth Additional Accelerated
Notes Tranche Subscription Price" means the aggregate principal amount of the Fourth Additional Accelerated Notes Tranche minus
the Original Issue Discount of 2% less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Fifth Additional Accelerated
Notes Tranche Subscription Price" means the aggregate principal amount of the Fifth Additional Accelerated Notes Tranche minus
the Original Issue Discount of 2% less any expenses referred to in Clause 11.2 (Investor's Expenses).
"Tranche" means
the Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth Notes Tranche, the Fifth Notes Tranche, the Accelerated
Notes Tranches (including any Additional Accelerated Notes Tranches) and any Additional Notes Tranche, as the context requires.
(B)
New Section. Section 2 (d) is added in its entirety to read as follows:
(d) as of
the date hereof, no additional Notes pertaining to any Tranche pursuant to Section 2 (a) of the First Amendment will be issued by the
Issuer or subscribed to by the Investor;
2
(C)
New Section. Section 2 (e) is added in its entirety to read as follows:
(e)
the Parties mutually agree to increase the amount of the Fourth Accelerated Notes
Tranche pursuant to Section 2(c)(ix) of the First Amendment to the aggregate principal amount of up to US$ 5,000,000 whereby all obligations
pertaining to the Fourth Accelerated Notes Tranche pursuant to Section 2(c)(ix) of the First Amendment shall be deemed satisfied by issuing
or subscribing and paying, or procuring the subscription and payment for the following additional accelerated notes tranches (the "Additional
Accelerated Notes Tranches"):
(i)
in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual
consent of the Parties, a higher amount of up to US$ 5,000,000, unless the Parties agreed to a higher amount (the "First Additional
Accelerated Notes Tranche") on or around March 4, 2022, unless the Parties agreed to another date (the "First Additional
Accelerated Notes Tranche Closing Date") (such issuance on the First Additional Accelerated Notes Tranche Closing Date, the "First
Additional Accelerated Notes Tranche Closing");
(ii)
in the aggregate principal amount of a minimum of the lesser of (A) US$ 1,000,000
or (B) US$ 5,000,000 minus the aggregate principal amount issued under the First Additional Accelerated Notes Tranche or, upon mutual
consent of the Parties, a higher amount of up to US$ 5,000,000 minus the aggregate principal amount issued under the First Additional
Accelerated Notes Tranche (the "Second Additional Accelerated Notes Tranche") within 30 days from the First Additional
Accelerated Notes Tranche Closing, unless the Parties agree to another date (the "Second Additional Accelerated Notes Tranche
Closing Date") (such issuance on the Second Additional Accelerated Notes Tranche Closing Date, the "Second Additional
Accelerated Notes Tranche Closing");
(iii)
in the aggregate principal amount of a minimum of the lesser of (A) US$ 1,000,000
or (B) US$ 5,000,000 minus the sum of the aggregate principal amounts issued under the First Additional Accelerated Notes Tranche and
the Second Additional Accelerated Notes Tranche or, upon mutual consent of the Parties, a higher amount of up to US$ 5,000,000 minus the
sum of the aggregate principal amounts issued under the First Additional Accelerated Notes Tranche and the Second Additional Accelerated
Notes Tranche (the "Third Additional Accelerated Notes Tranche") within 30 days from the Second Additional Accelerated
Notes Tranche Closing, unless the Parties agree to another date (the "Third Additional Accelerated Notes Tranche Closing Date")
(such issuance on the Third Additional Accelerated Notes Tranche Closing Date, the "Third Additional Accelerated Notes Tranche
Closing");
(iv)
in the aggregate principal amount of a minimum of the lesser of (A) US$ 1,000,000
or (B) US$ 5,000,000 minus the sum of the aggregate principal amounts issued under the First Additional Accelerated Notes Tranche, the
Second Additional Accelerated Notes Tranche and the Third Additional Accelerated Notes Tranche or, upon mutual consent of the Parties,
a higher amount of up to US$ 5,000,000 minus the sum of the aggregate principal amounts issued under the First Additional Accelerated
Notes Tranche, the Second Additional Accelerated Notes Tranche and the Third Additional Accelerated Notes Tranche (the "Fourth
Additional Accelerated Notes Tranche") within 30 days from the Third Additional Accelerated Notes Tranche Closing, unless the
Parties agree to another date (the "Fourth Additional Accelerated Notes Tranche Closing Date") (such issuance on the
Fourth Additional Accelerated Notes Tranche Closing Date, the "Fourth Additional Accelerated Notes Tranche Closing");
3
(v)
in the aggregate principal amount of a minimum of the lesser of (A) US$ 1,000,000
or (B) US 5,000,000 minus the sum of the aggregate principal amounts issued under the First Additional Accelerated Notes Tranche, the
Second Additional Accelerated Notes Tranche, the Third Additional Accelerated Notes Tranche and the Fourth Additional Accelerated Notes
Tranche or, upon mutual consent of the Parties, a higher amount of up to US$ 5,000,000 minus the sum of the aggregate principal amounts
issued under the First Additional Accelerated Notes Tranche, the Second Additional Accelerated Notes Tranche, the Third Additional Accelerated
Notes Tranche and the Fourth Additional Accelerated Notes Tranche (the "Fifth Additional Accelerated Notes Tranche")
within 30 days from the Fourth Additional Accelerated Notes Tranche Closing, unless the Parties agree to another date (the "Fifth
Additional Accelerated Notes Tranche Closing Date") (such issuance on the Fifth Additional Accelerated Notes Tranche Closing
Date, the "Fifth Additional Accelerated Notes Tranche Closing"); and
(vi)
provided however that (i) the sum of the aggregate principal amounts for the Notes
issued under the Fourth Accelerated Notes Tranche and the Additional Accelerated Notes Tranches in accordance with Section 2(c)(ix) and
this Section 2 (e) herein does not exceed US$5,000,000 and (ii) the Closing Date of the respective Additional Accelerated Notes Tranches
does not fall more than 24 months after the date of this Agreement, as otherwise the Issuer shall no longer be obliged to subscribe and
pay for any outstanding Notes pertaining to each of the Additional Accelerated Notes Tranches.
(D)
Section 7.1 Share Coverage is amended in its entirety to read as follows:
The Issuer shall ensure that it
has reserved and available exclusively for the Issuer in case of the conversion of any Notes in relation to the Initial Notes Tranche
and any Additional Notes Tranches, at all times when Notes are outstanding, a number of shares (reserved treasury shares and reserved
unissued shares from conditional share capital) equal to 150% of the outstanding aggregate principal amount converted into CHF using the
Noteholder's Rate of Exchange divided by the applicable Conversion Price B, always provided that the Issuer shall ensure that it has reserved
and available exclusively for the Issuer in case of the conversion of any Notes in relation to the Accelerated Notes Tranches (including
any Additional Accelerated Notes Tranches) at all times when Notes are outstanding, a number of shares (reserved treasury shares and reserved
unissued shares from conditional share capital) equal to 200% of the outstanding aggregate principal amount converted into CHF using the
Noteholder's Rate of Exchange divided by the applicable Conversion Price B.
4
(E)
Section 9.2. (d) is amended in its entirety to read as follows:
Delay of Closing Date:
On a monthly basis, the Investor will review its position and will have the right to delay the Closing Date in relation to the Second
Accelerated Notes Tranche, Third Accelerated Notes Tranche, the Fourth Accelerated Notes Tranche and any Additional Accelerated Notes
Tranches. The Investor will explain the reasons for the delay of the Closing Date to the Issuer along with the criteria which needs to
be met in order to agree on a revised Closing Date in relation to the Second Accelerated Notes Tranche, Third Accelerated Notes Tranche,
Fourth Accelerated Notes Tranche and any Additional Accelerated Notes Tranches.
(F)
Section 9.4 Investor's conditions precedent to each Accelerated Notes Tranche
Closing is amended in its entirety to read as follows:
9.4
Investor's conditions precedent to each Accelerated Notes Tranche Closing (including any Additional
Accelerated Notes Tranche Closing)
The Investor shall only be obliged
to subscribe and pay for the Notes pertaining to each of the First Accelerated Notes Tranche, the Second Accelerated Notes Tranche, the
Third Accelerated Notes Tranche, Fourth Accelerated Notes Tranche and any Additional Accelerated Notes Tranches within 3 Business Days,
only if and when the following conditions are satisfied in form and substance satisfactory to the Investor for each such Tranche:
(a)
Accuracy of Representations: The Investor shall have been satisfied
(acting reasonably) that:
(i)
the Issuer's representations and warranties contained in each Notes Document to
which it is a party shall in all material respects be true, accurate and correct on, and as if made on, the respective Accelerated Notes
Tranche Closing Date (including the respective Additional Accelerated Notes Tranche Closing Date); and
(ii)
the Issuer shall have performed all of its obligations under each Notes Document
to which it is a party that are required to be performed on or before the respective Accelerated Notes Tranche Closing Date (including
the respective Additional Accelerated Notes Tranche Closing Date).
(b)
No Event of Default, no Material Adverse Change and no Change of Control:
There shall not have occurred any Event of Default or any event or circumstance which would reasonably be expected to have a Material
Adverse Effect or constitute a Change of Control.
5
2.
Amendments to Schedule 1 Terms and Conditions
(A)
Section 5 (a) Definitions is amended in its entirety to read as follows:
"Conversion Price B"
in relation to the Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth Notes Tranche, the Fifth Notes
Tranche and any Additional Notes Tranches means 95% of the lowest daily VWAPs of one Issuer Share, as applicable, during the five (5)
consecutive Trading Days ending on (and including) the Trading Day immediately preceding the Conversion Date, rounded down to the nearest
Swiss Cent (CHF 0.01), and in relation to the Accelerated Notes Tranches (including any Additional Accelerated Notes Tranches) means 90%
of the lowest daily VWAPs of one Issuer Share, as applicable, during the ten (10) consecutive Trading Days ending on (and including) the
Trading Day immediately preceding the Conversion Date, rounded down to the nearest Swiss Cent (CHF 0.01) . If the number calculated pursuant
to the above formula is lower than the nominal value of one Issuer Share, such number shall be deemed to be equal to the nominal value
of one Issuer Share, provided the Noteholder receives the Nominal Value Make-Whole Payment.
(B)
Section 8 (c) Conversion Price B Conversions is amended in its entirety to read as follows:
(c)
Conversion Price B Conversions: Notwithstanding anything to the contrary
set out in Condition 8(b) (Conversion Ratio and Conversion Price), the Noteholder shall have the right to:
(i)
in relation to the Initial Notes Tranche, the Second Notes Tranche, the Third Notes
Tranche, the Fourth Notes Tranche, the Fifth Notes Tranche and any Additional Notes Tranches convert each calendar month a Conversion
Amount of up to 12.5% of the initial aggregate principal amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio
will be determined by converting the Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing
the resulting figure by the Conversion Price B (95%). Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt,
the receipt of a Redemption Notice shall in no way restrict the Noteholder from exercising the conversion right according to this Condition
8(c)(i) as long as the Notes have not been cancelled in accordance with Condition 10(c). The Issuer shall, in its sole discretion, have
the right to waive the limit of 12.5%. For the avoidance of doubt, the Investor can convert more than the 12.5% if the daily VWAP is above
the Fixed Conversion Price.
(ii)
in relation to the Accelerated Notes Tranches (including any Additional Accelerated
Notes Tranches) convert at any time at the discretion of Investor a Conversion Amount of up to 100% of the initial aggregate principal
amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by converting the Conversion Amount into
CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure by the Conversion Price B (90%).
Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt, the receipt of a Redemption Notice shall in no way restrict
the Noteholder from exercising the conversion right according to this Condition 8(c)(i) as long as the Notes have not been cancelled in
accordance with Condition 10(c).
6
(iii)
convert, upon occurrence of an Event of Default,
a Conversion Amount equalling the sum of the aggregate principal amount of all issued and unconverted Notes, accrued interest and premium
(if any) and the Make-whole Amount (if applicable) into Issuer Shares whereby the Conversion Ratio will be determined by converting the
Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure by the applicable
Conversion Price B (95% or 90%). The number of Issuer Shares to be delivered upon Conversion shall be rounded down to the next
full number. Any remainder smaller than CHF 10 shall not be paid.
(iv)
convert, upon receipt of a Redemption Notice, a Conversion Amount of up to 12.5%
of the initial aggregate principal amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by
converting the Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure
by the Conversion Price B. Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt, the conversion right according
to this Condition 8(c)(iii) may be exercised in addition to the conversion right according to Condition 8(c)(i). The Issuer shall, in
its sole discretion, have the right to waive the limit of 12.5%.
3.
General Terms.
(A)
Except as amended hereby, all terms and conditions of the Subscription Agreement
and the First Amendment remain in full force and effect.
(B)
This document contains the entire agreement of the Parties in connection with the
subject matter of this Amendment and cannot be changed or terminated orally.
(C)
For the avoidance of doubt, the Noteholder has no material non-public information.
(D)
The individuals signing on behalf of each Party represent that all necessary action
to authorize them to enter into this Amendment has been taken, including, without limitation, any member or manager approvals or resolutions
necessary to authorize execution of this Amendment.
(E)
The Issuer shall pay the Investor a fixed fee of US$ 3,000 for the cost incurred
by it in connection with the negotiation, preparation and execution of this Amendment, whereby the corresponding amount (i) shall be deducted
directly from the Subscription Price of the First Additional Accelerated Notes Tranche or (ii), if no Notes Tranche is subscribed for
within 30 days of the date of this Amendment, shall be paid in cash to the Investor or such other party designated by the Investor.
7
(F)
This Amendment may be executed in counterparts, each of which when so executed
and delivered will be deemed an original, and all of such counterparts together will constitute but one and the same agreement. Facsimile,
..pdf and other electronic copies of signatures will be treated as original signatures for all purposes.
(G)
If there is an express conflict between the terms of this Amendment and the terms
of the Subscription Agreement, the terms of this Amendment will govern and control.
[End of Second Amendment
to Subscription Agreement]
8
[Signature page to Second
Amendment to Subscription Agreement]
THE ISSUER
WISeKey International Holding AG
/s/ Carlos Moreira
/s/ Peter Ward
Name:
Carlos Moreira
Name:
Peter Ward
Title:
Chairman of the board of directors
Title:
Member of the board of directors
THE INVESTOR
L1 Capital Global Opportunities Master Fund
/s/ David Feldman
Name:
David Feldman
Title:
Portfolio Manager
EX-4.40
13
e621435_ex4-40.htm
Sale arago shares
Register of Deeds No. 65 / 2022
Recorded
on this 14 March 2022
before me, the undersigned
Rechtsanwalt Dr. Michael R. Fischer as
duly appointed deputy (hereinafter also the “Notary”) of the
notary in the district of the Higher Regional Court Frankfurt am Main
Dr. Karsten Müller-Eising
with offices in Frankfurt am Main, Nextower, Thurn-und-Taxis-Platz 6,
Sale arago shares
appeared there today:
1.
Mr. Hans-Christian Boos, born on 2 October
1972, residing at * * *, identifying himself with his valid German photo identification document, (the „Person Appearing
No. 1“), acting, in each case as managing director authorized to act alone and being released from the restrictions set
forth by Section 181 of the German Civil Code, in the name and for the account of
a.
Aquilon Invest GmbH, a limited liability company (Gesellschaft
mit beschränkter Haftung) organized and existing under the laws of Germany, registered with the commercial register of the local
court of Darmstadt under registration no. HRB 96862, with registered seat in Darmstadt and having its business address at Hei nrich-Delp-Straße
196, 64297 Darmstadt,
- hereinafter „Aquilon”
–
and
.
OGARA GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized
and existing under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Frankfurt am Main
under registration no. HRB 107907, with registered seat in Frankfurt am Main and having its business address at c/o HSMV Hansen Schrotenroehr
Müller Voets Partnerschaftsgesellschaft mbH, Grafenberger Allee 337b, 40235 Düsseldorf, Germany,
- hereinafter „OGARA”
–
and acting as representative without power of attorney (Vertreter
ohne Vertreungsmacht), excluding any personal liability regarding the due approval of this deed (unter Ausschluß der persönlichen
Haftung für die Genehmigung der Urkunde)
.
Neutrino ENERGY Property GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) organized and existing under
the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Charlottenburg (Berlin) under
registration no. HRA 58120 B, with registered seat in Berlin and having its business address at Unter den Linden 21, 10117 Berlin, Germany,
- hereinafter „Neutrino Energy”
–
2.
Dr. Kai Birke, Rechtsanwalt, born on 17
May 1973, residing at * * *, with business address at Gleiss Lutz, Taunusanlage 11, 60329 Frankfurt am Main, Germany, identifying
himself with his valid German photo identification document, (the „Person Appearing No. 2“), acting as
representative in the name and on behalf of
-2-
Sale arago shares
WISeKey International Holding AG, a Swiss public
limited company (Aktiengesellschaft), organized and existing under the laws of Switzerland, registered with the commercial register
of the Canton of Zug under registration no. CHE-143.782.707 and with registered office at General-Guisan-Strasse 6, 6300 Zug, Switzerland,
- hereinafter „WISeKey” –
based on a power of attorney dated
17 February 2022, which was presented at the meeting.
The Person Apearing No. 1 and No. 2 collectively
the “Persons Appearing”. Ogara, Aquilon, Neutrino Energy and WISeKey each a “Party” and collectively
the “Parties”.
The Notary took photocopies of the Persons Appearing
No. 1 and 2 identification documents to his file, to which they agreed. The Notary advised the Persons Appearing No. 1 and 2 that their
personal data will – in each case to the extent necessary – be collected, stored, processed and, if and to the extent necessary,
provided to third parties to prepare this deed and to complete the transactions set forth in this deed. Each of the Persons Appearing
gave their consent thereto.
Pursuant to Section 21 German Notary Act and based
on inspection of the electronic commercial registers of the local courts of Frankfurt am Main, Darmstadt and Berlin on 14 March 2022 under
the respective registration numbers, I, the undersigned Notary, certify that (i) OGARA, Aquilon and Neutrino Deutschland (the “Companies”)
are each limited liability companies, organized and existing under German law, that (ii) Neutrino Energy is registered as a limited partnership
under German law with Neutrino Deutschland GmbH as its sole general partner, that (iii) OGARA, Aquilon and Neutrino Energy are each registered
under the registration numbers and with the registered seat and business address as stated above, respectively, and that (iv) Mr. Hans-Christian
Boos, born on 2 October 1972, residing in Darmstadt, is the sole managing director, authorized to act alone and released from the restrictions
set forth in Section 181 German Civil Code (BGB), of each of OGARA and Aquilon.
I.
The Persons Appearing denied the question as to
the prior involvement of the acting notary or any of his partners with regard to the subject matter hereof beyond the notarial activity
according to section 3 subsection 1 sentence 1 number 7 German Notarization Act (BeurkG).
-3-
Sale arago shares
II.
The Persons Appearing requested that this Deed
be recorded in the English language and stated that they were in sufficient command of the English language. The Notary, who himself is
in sufficient command of the English language, assured himself that the Persons Appearing were, in fact, in such sufficient command of
the English language. Advised by the Notary of their rights to have the assistance of a sworn interpreter and to have a certified translation
attached to this Deed, the Persons Appearing waived such rights.
III.
Acting as aforesaid, the Persons Appearing then declared the following:
The Parties herewith conclude and agree to the
Share Purchase and Transfer Agreement regarding the sale of shares in arago GmbH attached hereto as Annex Share Purchase and Transfer
Agreement.
IV.
The cost of the notarization of this deed and
its implementation (Vollzug) shall be borne by Ogara GmbH. Each Party shall bear the cost of its representation, including its
legal advisers, on its own.
Should the due approval in notarial form (notariell
beglaubigt) by Neutrino Energy not been provided to the Notary by 18 March 2022, the parties shall no longer be bound by the declarations
in this deed except for their joint responsibility for the notarization of this deed and its implementation.
Each Party shall receive one certified copy of this deed.
The Parties confirmed that the Company does not own real estate.
-4-
Sale arago shares
V.
The Notary advised the Persons Appearing:
-
that he has to file a new shareholders’ list upon effectiveness of the share transfer stipulated
in this deed;
-
that the English original version of this notarial deed will not be acceptable for enforcement in German
courts but will have to be translated, by a certified translator, into German language for such purposes at the expense of the party enforcing
this agreement;
-
that he has not, in any regard, rendered any tax advice to the Persons Appearing or the Parties represented
by them;
- that the Parties are liable as secondary obligors for the Notary’s
fees; and
-
that this deed must contain all stipulations and agreements of the Parties with regard to the subject
matter of the notarized document and that absent thereof this agreement may be void.
Those annexes (Anlagen) that are not required
to be read aloud in compliance with Section 14 para. 1 German Notarization Act (Beurkundungsgesetz), in particular, but not limited
to, financial accounts, inventories, hereditary inventories and other itimezed lists (Bilanzen, Inventare, Nachlassverzeichnisse und
Bestandsverzeichnisse), were presented to the Persons Appearing for review and inspection and signed by them on every page. The Persons
Appearing waived their right to have these annexes (Anlagen) read aloud to the Persons Appearing by the Notary.
Those annexes (Anlagen) that were attached
to this deed with the indication “for evidentiary purposes” (zu Beweiszwecken) only were not read aloud to the Parties
either.
All other annexes (Anlagen) were read aloud to the Persons Appearing
by the Notary.
-5-
Sale arago shares
This notarial deed, including the Annex
Share Purchase and Transfer Agreement and the annexes thereto, was — except as stated above - read aloud to the Persons Appearing
by the Notary, approved by them and signed by them and the Notary as follows:
/s/ Carlos Moreira
/s/ Hans-Christian Boos
-6-
Sale arago shares
Annex
Share Purchase and Transfer Agreement
Share
Purchase and Transfer Agreement
dated as of 14 March 2022
by and between
WISeKey International Holding AG
General-Guisan-Strasse 6
6300 Zug Switzerland,
registered with the commercial register of
the Canton of Zug under CHE-143.782.707
(the Seller)
and
OGARA GmbH
Heinrich-Delp-Stra1e 196
D-64297 Darmstadt
Germany
registered with the commercial register of
the local court (Amtsgericht) of Frankfurt am
Main under HRB 107907
(the Buyer)
and
Neutrino Energy Property GmbH & Co KG
Unter den Linden 21
10117 Berlin
Germany,
registered with the commercial register of
the local court (Amtsgericht) of Berlin under
HRA 58120
(the Buyer Guarantor)
and
Aquilon Invest GmbH
Heinrich-Delp-Stra1e 196
(Aquilon)
Share Purchase Agreement
D-64297 Darmstadt
Germany registered with the commercial register of
the local court (Amtsgericht) of Darmstadt
under 96862
the Seller and the Buyer
each a Party, and collectively the Parties
2/65
Share Purchase Agreement
Whereas
5
1.
Definitions
6
2.
Sale, Purchase and Transfer
6
2.1
Sale of Shares
6
2.2
Transfer of Shares
6
2.3
Sale of Intragroup Financing Claims
7
2.4
Transfer of Claims
7
2.5
Consideration
7
2.6
Transfer of Risk and Benefit
7
2.7
No Settlement of Intragroup Financing Claims
7
2.8
Indemnification of Seller
8
3.
Pre-Closing
8
3.1
Date and Place
8
3.2
Pre-Closing Actions
8
3.2.1
Actions by the Seller
8
3.2.2
Actions by the Buyer
8
3.2.3
Joint Actions by the Parties
9
3.2.4
Concurrent Pre-Closing Actions
9
3.2.5
Withdrawal rights
9
4.
Closing Date
10
5.
Other Covenants
10
5.1
Press Releases and Other Public Announcements
10
5.2
No Claims Against Directors, Officers and Shareholders
10
5.3
Access to Books and Records
11
5.4
Confidentiality
11
5.5
Termination of Harbert LoC and entering into a new letter of comfort after the Closing Date
11
6.
Taxes, Costs, Expenses and Interest
11
6.1
Taxes
11
6.2
Costs and Expenses
11
6.3
Interest
12
7.
Representations
12
7.1
Representations of the Seller
12
7.1.1
Capacity and Authority / Validity of Agreement
12
7.1.2
Title to Shares
12
7.2
Representations of the Buyer and Buyer Guarantor
13
7.3
Exclusive Representations
13
8.
Remedies
13
3/65
Share Purchase Agreement
8.1
Buyer’s Remedies
13
8.2
Seller’s Remedies
14
9.
Remedies Procedure
14
9.1
Notification / Third Party Claims
14
9.2
Time Limitations and Preclusion
15
9.3
Liability Limitations
16
9.4
Intentional or Fraudulent Behaviour
16
10.
General Provisions
16
10.1
Effect on Third Parties
16
10.2
Notices
16
10.3
Entire Agreement
17
10.4
Amendments
17
10.5
No Assignment
18
10.6
Set-off
18
10.7
Joint and Several Liability of Buyer Guarantor
18
10.8
Severability
18
11.
Governing Law and Dispute Resolution
18
11.1
Governing Law
18
11.2
Dispute Resolution
18
Annex E – Shareholder resolution consenting the transfer
20
Annex F – Termination of the ISHA
21
Annex G – Termination of the Equity Funding Agreement
25
Annex H(i) – Harbert LoC
26
Annex H(ii) – arago LoC
27
Annex H(iii) – Termination of arago LoC
28
Annex 1 – Definitions
29
Annex 2.3 – Intragroup Financing Claims
31
Annex 3.2.1 – Resignation Letter Peter Ward
Annex 3.2.2 (c) – Resignation Letter Christian Boos
4/65
Share Purchase Agreement
Whereas
A.
arago GmbH is a limited liability company organized and existing under the laws of Germany, registered
with the commercial register of the local court (Amtsgericht) of Frankfurt am Main under HRB 100909, having its registered seat
in Frankfurt am Main, Germany and with registered business address at Lindleystraße 8a, 60314 Frankfurt am Main, Germany (the Company).
B.
The registered share capital (Stammkapital) of the Company amounts to EUR 266,808.00, divided into
266,808 shares (Geschäftsanteile), each with a nominal value (Nennbetrag) of EUR 1 (the Shares, and each a Share).
C.
The Seller holds 136,072 Shares with the consecutive numbers 130.737 to 266.808, each with a nominal value
(Nennbetrag) of EUR 1, corresponding to approx. 51% of the Com-pany’s share capital (the Sale Shares, and each a Sale
Share).
D.
The Seller desires to sell and transfer the Sale Shares to the Buyer, and the Buyer desires to purchase
and acquire the Sale Shares from the Seller, on the terms and subject to the conditions set forth in this Agreement (the Transaction).
Buyer Guarantor intends to act as joint and several debtor for the obligations of Buyer under or in connection with this Agreement in
accordance with the terms and conditions of this Agreement.
E.
Pursuant to section 10 of the articles of association of the Company, the transfer of the Shares requires
the written consent of the shareholders’ meeting of the Company with a majority of 90% of the votes cast to be valid. By resolution
dated 11/26 February 2022, a copy of which is attached hereto for evidentiary purposes as Annex E, the shareholders’ meeting
of the Company has unanimously approved the sale and transfer of the Shares in accordance with this Agreement.
F.
By notarial deed dated 27 January 2021 (deed no. 16/2021 of the notary public Dr. Karsten Müller-Eising
with offices in Frankfurt am Main, Nextower, Thurn-und-Taxis-Platz 6), the Seller, the Company, Aquilon Invest GmbH, OGARA GmbH and Mr.
Hans-Christian Boos entered into an Investement and Shareholders’ Agreement (the ISHA). The parties of the ISHA have terminated
the ISHA by way of a termination agreement subject to the condition precedent (aufschiebende Bedingung) according to Section 158
(1) BGB that the transfer of the Sale Shares in the Company to the Buyer has become effective, a copy of which is attached hereto for
evidentiary purposes as Annex F.
G.
The parties of the Equity Funding Agreement have terminated the Equity Funding Agreement by way of a termination
agreement subject to the condition precedent (aufschiebende Bedingung) according to Section 158 (1) BGB that the transfer of the
Sale Shares in the Company to the Buyer has become effective, a copy of which is attached hereto for evidentiary purposes as Annex
G.
5/65
Share Purchase Agreement
H.
The Seller issued a letter
of comfort to Harbert European Specialty Lending Company II, Sarl, Luxembourg, Grand Duchy of Luxembourg (Harbert), on 18 November
2020, such letter attached hereto for evidentiary purposes in Annex H(i) (the Harbert LoC), and, under the corporate name WISeKey International
Holding Ltd, agreed upon a letter of comfort with the Company, dated 19 November 2020, attached hereto as Annex H(ii) (the arago
LoC). Seller intends to terminate the arago LoC on the Pre-Closing Date subject to the condition precedent (aufschiebende Bedingung)
according to Section 158 (1) BGB that the transfer of the Sale Shares in the Company to the Buyer has become effective and has therefore
agreed with arago on the termination agreement as included in Annex H(iii). Buyer intends to enter into a new letter of comfort
with arago on the Pre-Closing Date with a corresponding content as the arago LoC subject to the condition precedent (aufschiebende
Bedingung) according to Section 158 (1) BGB that the transfer of the Sale Shares in the Company to the Buyer has become effective.
Seller further intends to terminate the Harbert LoC as soon as possible after the Closing Date and therefore agrees with Harbert on a
termination agreement and Buyer intends to enter into a new letter of comfort with Harbert with a corresponding content as the Harbert
LoC.
I.
Prior to the execution of this Agreement, the Seller has given the Buyer, its representatives and its
advisors access to, and the Buyer, its representatives and its advisors have reviewed, analysed and assessed, legal, financial, accounting,
tax, operational, commercial and other information in relation to the Company and the Company's business, made available by the Seller
to the Buyer; the Buyer has further had the opportunity to discuss with the Seller, its representatives and its advisors and the management
of the Company and clarify with them any matters pertaining to the Company and the Company's business (together the Due Diligence Process).
The Buyer herewith confirms that he received sufficient information in course of the Due Diligence Process.
Now, therefore, the Parties, the Buyer Guarantor and Aquilon
agree as follows:
1.
Definitions
Capitalized terms used in this Agreement have
the meanings assigned to such terms as set forth in the body of this Agreement and referenced in Annex 1 to this Agreement.
2.
Sale, Purchase and Transfer
2.1
Sale of Shares
On the terms and subject to the conditions of
this Agreement the Seller hereby sells to the Buyer the Sale Shares, and the Buyer hereby purchases the Sale Shares from the Seller.
2.2
Transfer of Shares
The Seller hereby transfers (tritt ab)
to the Buyer the Sale Shares with in rem effect (mit dinglicher Wirkung), subject to the condition precedent (aufschiebende
Bedingung) according to Section 158 (1) BGB that a EUR amount equal to the Purchase Price has been deposited in the following bank
account of the Seller:
Bank name: * * *
Address: *
* *
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Share Purchase Agreement
Account name:
WISeKey International Holding AG
IBAN:
* * *
BIC:
* * *
(the Seller's Account) (the Sale Shares
Transfer). The Buyer hereby accepts the Sale Shares Transfer.
2.3
Sale of Intragroup Financing Claims
The Seller provided funds to the Company under
the Equity Funding Agreement, the arago LoC and the Interim Funding Agreement (together the Intragroup Financing Agreements) resulting
in open claims of the Seller against the Company totalling EUR 8,573,150.91 as listed in detail in Annex 2.3 (the Intragroup
Financing Claims). On the terms and subject to the conditions of this Agreement the Seller hereby sells to the Buyer the Intragroup
Financing Claims, and the Buyer hereby purchases the Intragroup Financing Claims from the Seller.
2.4
Transfer of Claims
The Seller hereby transfers (tritt ab)
to the Buyer the Intragroup Financing Claims with in rem effect (mit dinglicher Wirkung), subject to the condition precedent
(aufschiebende Bedingung) according to Section 158 (1) BGB that a EUR amount equal to the Purchase Price has been deposited in
the Seller's Account (the Intragroup Financing Claims Transfer). The Buyer hereby accepts the Intragroup Financing Claims Transfer.
2.5
Consideration
The consideration for the Sale Shares and the
Intragroup Financing Claims shall be EUR 25,527,955.30 (Euros twenty-five million five-hundred-twentyseven-thousand, nine hundred and
fiftyfive and thirty cents) (the Purchase Price). The Purchase Price is calculated as follows:
(a)
Consideration for the Sale Shares: EUR 17,167,729.49
(b)
Consideration for the Intragroup Financing Claims: EUR 8,573,150.91
(c)
Deductible for the cost of dismissing Patrick Williamson: EUR 212,925
The Purchase Price may be paid either by Buyer or Aquilon.
2.6
Transfer of Risk and Benefit
Subject to the occurrence of the Sale Shares Tranfer,
all risks and benefits associated with the Sale Shares and the position of the Buyer of a holder of Shares in the Company shall economically
transfer with effect as of 1 January 2022.
2.7
No Settlement of Intragroup Financing Claims
Buyer
shall procure that none of the Intragroup Financing Claims will be fulfilled or otherwise settled by the Company prior to the expiry of
one (1) year after the Closing Date.
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2.8
Indemnification of Seller
With effect as of the Closing Date, Seller shall
not have any liability vis-à-vis Buyer or the Company under or in connection with the Intragroup Financing Agreements. Buyer (i)
shall not, and shall procure that neither the Company nor any other person will, assert any claim against Seller under or in connection
with any of the Intragroup Financing Agreements, in particular the Intragroup Financing Claims, and under or in connection with the Harbert
LoC and (ii) shall indemnify and hold harmless (freistellen) Seller from any such claims and from any costs and expenses (including
legal fees and disbursements) arising out of or in connection with the Intragroup Financing Agreements and with the Harbert LoC.
3.
Pre-Closing
3.1 Date and Place
(a)
The Pre-Closing shall take place on the date of execution of this Agreement or on such other date as agreed
by the Parties but no later than 18 March 2022 (the Pre-Closing Date).
(b)
The Pre-Closing shall take place at the offices of the acting notary in Frankfurt am Main, Germany, selected
by the Buyer, or at such other location as the Parties may agree.
3.2
Pre-Closing Actions
3.2.1
Actions by the Seller
At the Pre-Closing, the Seller shall provide the
Buyer with a resignation letter from Peter Ward, resident in Thonex, Switzerland, born 5 January 1952 as managing director of the Company
with the resignation being subject to the Sale Shares Transfer a copy of which is attached hereto for evidentiary purposes as Annex 3.2.1.
3.2.2
Actions by the Buyer
At the Pre-Closing, the Buyer shall:
(a)
enter into a new letter of comfort with arago similar to the arago LoC attached hereto as Annex 3.2.2(a)
(ii); and
(b)
hand over a copy of an International Bill of Exchange providing for an amount equal to the Purchase Price
to Seller and stating the following:
Bank name: * * *
Bank address: * * *
Name of Bank Manager: *
* *
Direct
Dial: * * *
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E-mail: * * *
Account number (IBAN): *
* *
Account Name: WISeKey International Holding AG
The Seller hereby agrees that the copy of the International
Bill of Exchange may also be handed over by the Buyer Guarantor to the Seller.
(c)
deliver to the Seller a resignation letter, duly executed by Mr.
Hans-Christian Boos, in which he declares to resign with effect as of the Sale Shares Transfer from the board of directors of the Seller
and waives any claims he may have in connection with his membership on the board of directors of the Seller a copy of which is attached
hereto for evidentiary purposes as Annex 3.2.2 (c).
3.2.3
Joint Actions by the Parties
Each Party hereby authorizes the notary public
establishing the notarial deed at Pre-Closing to file with the competent commercial register of the Company in accordance with §
40 para. 2 GmbHG, an updated shareholders’ list (Gesellschafterliste) of the Company reflecting the change in the shareholder
structure (the actions to be taken by the Parties pursuant to this Section 3.2 hereinafter the Pre-Closing Actions). The Parties
will inform the notary public without undue delay by a joint written declaration that the Pre-Closing Actions have been taken and that
the Purchase Price has been deposited in the Seller’s Account and will advise the notary public in such declaration to file the
aforementioned shareholders’ list with the compentent commercial register of the Company.
3.2.4
Concurrent Pre-Closing Actions
The Pre-Closing Actions shall be effected concurrently
with, and in exchange for (Zug um Zug), each other. All documents and items delivered at the Pre-Closing pursuant to this Section
3.2 shall be held by the recipient to the order of the person delivering the same until such time as the Sale Shares Transfer shall be
deemed to have taken place.
3.2.5
Withdrawal rights
Seller
shall be entitled to withdraw (zurücktreten) from this agreement by written notice to Buyer if (i) the Buyer has not performed the
Pre-Closing Actions as described in Sections 3.2.2 and 3.2.3 of this Agreement by 18 March 2022, (ii) the International Bill of Exchange
is not handed over (in person or via mail) to Seller or (iii) the International Bill of Exchange is not honoured by 14 April 2022 due
to reasons within the responsibility of the Buyer or of the Buyer Guarantor. A withdrawal pursuant to this Section 3.2.5 shall not prejudice
or limit any rights and claims (including those against Buyer Guarantor) that the Seller may have under or in connection with this Agreement
and subject to the rights and limitations stipulated thereunder (i) due to the reason for the withdrawal, or (ii) due to a breach of this
Agreement by the Buyer prior to such withdrawal. The provisions of this Section 3.2.5, Section 4.4, Section 5.2, Section 7.2 and Sections
9 and 10 shall survive a withdrawal.
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4.
Closing Date
The Closing Date shall be deemed to occur on the
date the Sale Shares Transfer has become effective (the Closing Date).
Seller will inform Buyer of the Sale Shares Transfer
after the Purchase Price has been deposited in the Seller’s Account without undue delay.
5.
Other Covenants
5.1
Press Releases and Other Public Announcements
From the date of this Agreement, all public announcements
or press releases concerning any of the transactions contemplated by this Agreement shall only be issued after the Parties shall have
consulted and agreed on the contents and timing of the relevant public announcement or press release. Notwithstanding the foregoing, nothing
in this Agreement shall restrict or prohibit:
(a)
any announcement or disclosure required by Law, any competent judicial or regulatory authority or any
competent securities exchange or applicable securities Laws or stock exchange regulations (in which case the Parties shall endeavour in
good faith to agree on the content of any such announcement or disclosure prior to its issuance); or
(b)
the Buyer and the Seller from making any disclosure to any of their respective directors, officers, employees,
agents or advisors who are required to receive such information to carry out their duties (conditional upon any such Person agreeing to
keep such information confidential for so long as the Buyer and the Seller are obligated to do so in accordance with this Section 5.1,
any other provision of this Agreement or applicable Law).
5.2
No Claims Against Directors, Officers and Shareholders
(a)
The Buyer covenants and undertakes not to make any claim against any director, officer or employee of
the Company representing the Seller (the Released Persons) in connection with his or her acts or omissions in such capacity before
the Closing Date.
(b)
The Buyer shall procure that, immediately following the Closing Date and on the same day, the Company
grants unconditional discharge to the Released Persons serving on the management board of the Company for their conduct of business in
the period up to and including the Closing Date.
(c)
The Buyer shall not,
and shall procure that the Company will not, make any claim (i) against any Released Person in connection with his mandate(s) or activities
for the Company in the period up to and including the Closing Date or in connection with the Transaction; and/or (ii), without prejudice
to the Buyer's right to bring a claim against the Seller under this Agreement, against
the Seller in connection with the Seller's position as a direct shareholder of the Company.
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5.3
Access to Books and Records
After the Closing Date, the Buyer shall cause
the Company and the Company's staff and employees to provide the Seller, the Seller's directors, officers, employees and the Seller's
external auditors and advisors with all financial information of the Company as reasonably required for the Seller to establish its consolidated
financial statements under U.S. GAAP.
5.4
Confidentiality
The Seller, the Buyer and Buyer Guarantor shall
keep confidential the contents of this Agreement and other confidential information concerning the Company and shall not inform any third
party about its content; it being understood and agreed that the foregoing confidentiality undertaking shall not restrict (i) the Buyer,
the Seller or Buyer Guarantor from pursuing its rights and exercising its remedies under this Agreement, (ii) the Buyer, the Seller or
Buyer Guarantor from a disclosure of information which is required by applicable Law (including applicable securities Laws or stock exchange
regulations) or any competent judicial or regulatory authority (in which case the Parties shall endeavour in good faith to agree on the
content of any such disclosure prior to it being made) or by any competent securities exchange, or (iii) the Parties or Buyer Guarantor
from disclosing information that is known to the public without any fault of, or breach of any confidentiality undertaking by, the disclosing
Party or Buyer Guarantor if Buyer Guarantor indends to disclose information.
5.5
Termination of Harbert LoC and entering into a new letter of comfort after the Closing Date
Seller and Buyer will use best efforts to agree
after the Closing Date with Harbert on a termination of the Harbert LoC and the entering of the Buyer into a new letter of comfort with
Harbert with a corresponding content as the Harbert LoC. Should the Seller and Buyer not be able to agree with Harbert on such termination
and the entering of the Buyer into a new letter of comfort with a corresponding content as the Harbert LoC, clause 2.8 of this Agreement
shall apply.
6.
Taxes, Costs, Expenses and Interest
6.1
Taxes
Except as expressly provided otherwise in this
Agreement, each Party shall bear all Taxes incurred by or levied on it in connection with the transactions contemplated under this Agreement,
including any duties imposed on it by applicable Law on the transfer of the Shares, it being agreed that the Swiss transfer Tax (Umsatzabgabe)
shall be borne by the Buyer.
6.2
Costs and Expenses
Except as expressly provided otherwise in
this Agreement, each Party and Buyer Guarantor shall bear its own costs and expenses (including advisory fees) incurred in the
negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby, except that the Buyer shall bear all notarial
fees incurred in connection with the execution of this Agreement and the Pre-Closing.
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6.3
Interest
If a Party or Buyer Guarantor defaults in the
payment when due of any sum payable by it under this Agreement (howsoever determined), interest shall accrue on such overdue sum from
(and including) the date on which such sum was due to (and excluding) the date on which such Party or Buyer Guarantor actually makes payment
(whether before or after any judgment) at a rate of 5 (five) percent per annum (calculated on the basis of the Day-Count Convention).
7.
Representations
7.1
Representations of the Seller
The Seller hereby represents and warrants by way
of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to section 311 (1) BGB the following to
the Buyer as of the date of this Agreement (the Seller Representations). No Seller Warranty shall qualify as a quality agreement
within the meaning of section 434 (1) BGB (Beschaffenheitsvereinbarung) or as a guarantee of condition within the meaning of sections
443, 444 BGB (Garantie für die Beschaffenheit der Sache).
7.1.1
Capacity and Authority / Validity of Agreement
(a)
The Seller is duly incorporated and organized and validly existing under the Laws of Switzerland and has
the full corporate capacity, power and authority, duly authorized by all requisite corporate actions, to enter into this Agreement and
any transactions contemplated hereunder and to perform its respective obligations.
(b)
This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against
the Seller in accordance with its terms, except to the extent that the enforceability may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally. There exist no limitations under
applicable Law, the constituting or governing documents of the Seller or any contracts by which the Seller is bound that would prevent
the Buyer from entering into or performing its obligations under this Agreement.
(c)
No authorizations, permits or consents are required from any Governmental Authority or any third party
for the consummation of the transactions contemplated by this Agreement.
7.1.2
Title to Shares
The
Seller is the sole legal and beneficial owner of the Sale Shares, free and clear of any Liens. All Sale Shares have been validly issued
and are fully paid.
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7.2
Representations of the Buyer and Buyer Guarantor
The Buyer and Buyer Guarantor hereby make the
following representations (the Buyer Representations) to the Seller as of the date of this Agreement:
(a)
The Buyer is a limited liability company duly incorporated and organized and validly existing under the
Laws of Germany, and has the full corporate capacity, power and authority to own or use its assets and properties and to conduct its business
as the same is presently being conducted. The Buyer Guarantor is a limited partnership with a limited liability company as general partner
duly incorporated and organized and validly existing under the Laws of Germany, and has the full corporate capacity, power and authority
to own or use its assets and properties and to conduct its business as the same is presently being conducted.
(b)
The Buyer and the Buyer Guarantor have the full power and authority to enter into this Agreement and any
transactions contemplated hereunder and to perform its respective obligations. This Agreement constitutes the legal, valid and binding
obligation of the Buyer and Buyer Guarantor, enforceable against the Buyer and Buyer Guarantor in accordance with its terms, except to
the extent that the enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting
the enforcement of creditors' rights generally. There exist no limitations under applicable Law, the constituting or governing documents
of the Buyer or Buyer Guarantor or any contracts by which the Buyer or Buyer Guarantor is bound that would prevent the Buyer or Buyer
Guarantor from entering into or performing its obligations under this Agreement.
(c)
No authorizations, permits or consents are required from any Governmental Authority or any third party
for the consummation of the transactions contemplated by this Agreement.
7.3
Exclusive Representations
Each Party and Buyer Guarantor acknowledge that,
other than as expressly provided in this Agreement, the other Party and Buyer Guarantor have not made, and do not make, and have not relied
and do not rely on, any representation or warranty, express or implied, relating to the subject matter of this Agreement. The Buyer and
Buyer Guarantor acknowledge that the Seller does not make any representations or warranties as to the future development of the Company
and does not and did not make any statements about budgets, business plans or other forward-looking statements or other projections of
a financial, technical or commercial nature relating to the business of the Company.
8.
Remedies
8.1
Buyer’s Remedies
Subject to Section 9, the Seller shall be liable
to the Buyer for any Loss suffered or incurred by the Buyer arising as a result of (adäquate Kausalität) the breach of:
(a)
any of the representations made by the Seller pursuant to Section
7.1 irrespective of any fault on the part of the Seller; or
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(b)
any covenant or agreement of the Seller contained in this Agreement.
8.2
Seller’s Remedies
The Buyer Guarantor shall be liable for any Loss
suffered or incurred by the Seller if any of the representation of the Buyer and the Buyer Guarantor pursuant to Section 7.2 is incorrect
or in the event of a breach of any obligation of the Buyer or the Buyer Guarantor under or in connection with this Agreement in accordance
with the applicable Law.
The Buyer’s liability under this Agreement
(including but not limited to liability for any Loss incurred by the Seller due to an incorrect representation of the Buyer or a breach
of any obligation of the Buyer under or in connection with this Agreement) shall be, to the extent legally permissible, excluded.
9.
Remedies Procedure
9.1
Notification / Third Party Claims
(a)
At the earlier of (i) 15 (fifteen) Business Days after the Buyer has obtained knowledge of a matter or
circumstance that could give rise to a claim for liability under Section 8.1 or (ii) promptly upon receipt by the Buyer of a notice from
a third party of any pending or threatened Action against the Buyer or a submission to, or a decision or order by, any Governmental Authority
that has given or could give rise to a claim for liability under Section 8.1 (any such Action, a Third Party Claim), the Buyer
shall give notice thereof to the Seller indicating the nature of such matter, circumstance or Third Party Claim and the basis for its
claim for liability under Section 8.1 (such notice the Notice of Breach).
(b)
Failure to give Notice of Breach in accordance with Section 9.1(a) shall exclude the Seller's liability
hereunder.
(c)
With respect to any misrepresentation or other breach of covenant or agreement pursuant to this Agreement
with respect to which the Buyer has given Notice of Breach to the Seller, the Seller shall have the right, within 45 (forty-five) Business
Days after the receipt of the Notice of Breach, to put the Buyer in the same position in which it would have been if no such misrepresentation
or other breach of covenant or agreement pursuant to this Agreement had occurred.
(d)
In the case of any Third Party Claim asserted by a Person that is not a party to this Agreement
against the Buyer, the Buyer shall (i) oppose such Third Party Claim, (ii) request the Seller as soon as practicable to provide
instructions regarding the conduct of the relevant proceedings, and (iii) conduct the proceedings (including any appeals proceeding)
in accordance with the instructions of the Seller, it being agreed and understood that the Buyer shall not have the right to settle
the Third Party Claim without the Seller's prior written consent; provided, however, that the Seller shall have the right
(but not the obligation), at its request and subject to an undertaking to keep the Buyer fully informed of the relevant proceedings,
to defend, at its own expense and with its own counsel, any Third Party Claim. The Seller shall procure that the Third Party Claim
is not settled without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, provided that such consent shall be
deemed to be given if the Buyer does not object within ten (10) Business Days following receipt of the Seller's written notification of
its intention to settle the Third Party Claim. The Buyer shall cooperate with, and provide at its own cost appropriate documentation (subject
to any statutory privilege or statutory duties of confidentiality) and support as reasonably requested by, the Seller or its counsel in
connection with such compromise or defence. The Buyer shall have the right to participate, at its own expense, in the defence of any asserted
Third Party Claim.
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(e)
Notwithstanding anything of the foregoing, the Buyer (to the extent it is in control of the proceedings
pertaining to the Third Party Claim) shall be permitted to conduct any proceedings pertaining to a Third Party Claim other than as instructed
by the Seller and/or to settle any Third Party Claim without the Seller's prior written consent; provided, however, that the Buyer
shall then be deemed to have forfeited any claim against the Seller under this Agreement in relation to such Third Party Claim.
(f)
The Seller may, in its sole discretion, settle any Third Party Claim in full or in part without consent
of the Buyer, for as long as any such settlement does not impose any liability on the Buyer or for as long as the Seller, concurrently
with such settlement provides the Buyer with a full release from any liability against the Person making the Third Party Claim subject
to the settlement.
(g)
Subject to any constraints under applicable Law, the Buyer shall procure that the Seller, its representatives
or its advisors are promptly given access, during normal business hours and without undue interference with the business and operations
of the Company, to the Company's premises, management, personnel, legal and financial advisors and auditors as well as to the Company's
books, accounts, records, contracts and other documents as may be reasonably required by the Seller to exercise its rights pursuant to
this Section 9.1.
9.2
Time Limitations and Preclusion
(a)
Any claim subject to the remedy under Section 8.1(a) shall become time-barred (verjäh-ren)
2 (two) years after the Closing Date; and
(b)
Any claim for Losses subject to the remedy under Section 8.1(b) shall become time-barred (verjähren)
twelve (12) months after the Closing Date.
(c)
Section 203 sentence 1 BGB shall not apply. Any limitation period pursuant to this Agreement shall be
tolled (gehemmt) only by filing of a statement of claims (Klageerhebung) with the arbitral tribunal in accordance with Section
11.2.
(d)
Notwithstanding the foregoing,
any claim by the Buyer against the Seller under this Agreement shall be precluded if the Buyer fails to commence formal proceedings against
the Seller with respect to such claim or claims in accordance with Section 11.2 within six (6) months after the respective Notice of Breach
of the Buyer.
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9.3
Liability Limitations
The Parties agree that the rights and remedies
that Buyer may have against Seller under or in connection with this Agreement and the transactions contemplated hereunder shall be limited
to the rights and remedies expressly provided for herein and shall be solely governed by this Agreement. All other rights or remedies
of any legal nature that Buyer may otherwise have against Seller under or in connection with this Agreement or the transactions contemplated
hereunder are hereby waived by Buyer and excluded to the largest extent permitted under applicable law, in particular any (i) right to
withdraw (zurücktreten) from this Agreement or to require the winding up (Rückabwicklung) of the transactions
contemplated hereunder (e.g. by way of großer Schadensersatz), (ii) claims for breach of pre-contractual obligations (culpa
in contrahendo, including claims arising under sections 241 (2), 311 (2) and (3) BGB) or ancillary obligations (positive Forderungsverletzung,
including claims arising under sections 280, 282 BGB), (iii) claims in connection with frustration of contract pursuant to section 313
BGB (Störung der Ges-chäftsgrundlage), (iv) claims for defects of the sold assets (Mängelrechte) under sections
434 et seq. BGB, (v) rights to rescind (anfechten) or otherwise terminate this Agreement and (vi) other statutory rights or remedies.
9.4
Intentional or Fraudulent Behaviour
The limitations of liability in this Agreement
shall not apply to the extent the respective limitation is not permitted pursuant to section 202 (1) or 276 (3) BGB. Seller shall not
be liable for intentional or willful misconduct (Vorsatz) or fraud (Arglist) of any auxiliary persons (Erfüllungsgehilfen)
within the meaning of section 278 BGB.
10.
General Provisions
10.1
Effect on Third Parties
Except as otherwise expressly provided in this
Agreement, no Person (including Buyer Guarantor) other than the Parties shall have any rights or benefits under this Agreement, and nothing
in this Agreement is intended to confer on any Person (including Buyer Guarantor) other than the Parties any rights, benefits or remedies
(kein echter Vertrag zugunsten Dritter), except that each Released Person shall have a direct claim against the Buyer under this
Agreement for any right or benefit granted to it by Section 5.2.
10.2
Notices
(a)
All notices or other communications to be given under or in connection with this Agreement shall be in
writing and delivered by hand or sent (postage prepaid) by registered, certified or express post (return receipt requested), courier or
by electronic transmission in .pdf format or similar format as follows:
if to the Seller:
WISeKey International Holding Ltd
Peter Ward, Chief Financial Officer
General-Guisan-Strasse 6
6300 Zug
Switzerland
Email: peter.ward@wisekey.com
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with a copy to:
Homburger AG
David Oser
Prime Tower
Hardstrasse 201
8005 Zurich
Switzerland
Email: david.oser@homburger.ch
if to the Buyer:
OGARA GmbH
Heinrich-Delp-Straße 196
D-64297 Darmstadt
with a copy to:
Felipe Villena
Taylor Wessing Partnerschaftsgesellschaft mbB
Thurn-und-Taxis-Platz 6
60313 Frankfurt a.M.
Email: F.Villena@taylorwessing.com
if to the Buyer Guarantor:
Neutrino Energy Property GmbH & Co KG
Holger Schubart, CEO
Unter den Linden 21
10117 Berlin
Germany
Email: hts@neutrino-energy.com
(b)
Notices delivered by hand shall be deemed delivered when actually delivered. Notices given by post or
courier shall be deemed delivered on the second (2nd) Business Day after posting or couriering them or in the case of airmail/air-courier
on the fifth (5th) Business Day after posting or couriering them (except if delivery is promised by the post or the courier at a later
date, then such notices shall be deemed delivered on the date that delivery is promised). Notices given by electronic submission shall
be deemed to be received at the time confirmation that the electronic submission has been received by the recipient is received by the
sender.
10.3
Entire Agreement
This Agreement, including the Annexes, constitutes
the entire agreement and understanding among the Parties and Buyer Guarantor with respect to the subject matter hereof, and supersedes
all prior oral or written agreements and understandings of the Parties and Buyer Guarantor relating to such subject matter.
10.4
Amendments
Unless
expressly set forth otherwise herein, amendments to this Agreement (including to this Section 10.4) shall only be valid if explicitly
referring to this Agreement and made in written form within the meaning of section 126 (1) alt. 1 and (2) BGB. Section 127 (2) BGB shall
not apply. Stricter requirements under mandatory law shall remain unaffected.
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10.5
No Assignment
This Agreement and all or any of the rights and
obligations hereunder shall not be assigned by any of the Parties.
10.6
Set-off
The Buyer and Buyer Guarantor shall not be entitled
to exercise any right to set-off, retention or other right to refuse performance (Aufrechnung, Zurückbehaltung oder sonstige Leistungsver-weigerungsrechte)
with respect to any of their payment obligations under or in connection with this Agreement, except in case the respective claim of Buyer
or Buyer Guarantor, respectively, was expressly acknowledged (anerkannt) by Seller in the form of Section 10.2 or has been awarded
in a legally binding (rechtskräftig) decision in principal proceedings (im Hauptsachever-fahren) by a competent court
or arbitral tribunal.
10.7
Joint and Several Liability of Buyer Guarantor
Buyer Guarantor shall be jointly and severally
liable (gesamtschuldnerische Haftung) with Buyer for all obligations of Buyer under or in connection with this Agreement. The Buyer
Guarantor and the Buyer agree that section 426 (1) BGB shall be excluded (abbedungen) in favour of the Buyer.
10.8
Severability
Should any provision of this Agreement be or become
invalid or unenforceable, the other provisions of this Agreement shall remain in full force and effect. In such case, the Parties and
Buyer Guarantor shall agree on such valid and enforceable substitute provision(s) that correspond(s) as closely as possible with the intentions
of the Parties and Buyer Guarantor at the time of the conclusion of this Agreement. This shall apply mutatis mutandis in the event
that this Agreement contains any unintended gaps (unbeabsichtigte Vertragslücken). It is the express intent of the Parties
and Buyer Guarantor that this Section 10.8 shall not only result in a reversal of the burden of proof (Beweislastumkehr) but that
section 139 BGB is hereby excluded in its entirety so as to maintain the validity and enforceability of this Agreement to the fullest
extent possible.
11.
Governing Law and Dispute Resolution
11.1
Governing Law
This Agreement shall be governed by, and construed
in accordance with, German law, excluding the German conflict of law rules and excluding the United Nations Convention on Contracts for
the International Sale of Goods (CISG).
11.2
Dispute Resolution
Any
dispute, controversy or claim arising out of, or in relation to, this Agreement, including the validity, invalidity, breach, or termination
thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre
in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The arbitral tribunal
shall be comprised of three (3) arbitrators. The seat of the arbitration shall be Zurich. The arbitration proceedings shall be conducted
in English.
18/65
Sale arago shares
Annex
Annex E
19/65
Sale arago shares
Annex
Annex F
20/65
Termination Agreement
(a)
WISeKey International
Holding Ltd, a stock corporation organized and existing under the laws of Switzerland, registered
with the commercial register of the Canton of Zug under CHE-143.782.707 and with business
address at General-Guisan-Strasse 6, 6300 Zug, Switzerland ("WISeKey"),
(b)
arago GmbH, a limited
liability company organized and existing under the laws of Germany, registered with the commercial
register of the local court (Amtsgericht) of Frankfurt am Main under HRB 100909, having
its registered seat in Frankfurt am Main, Germany and with registered business address at
Lindleystrafle 8a, 60314 Frankfurt am Main, Germany ("arago"),
(c)
Aquilon Invest GmbH, a limited liability company organized and existing under the
laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Darmstadt under HRB 96862, having
its registered seat in Darmstadt, Germany and with registered business address at Heinrich-Delp-Str. 196, 64297 Darmstadt, Germany,
(d)
OGARA GmbH a limited liability company organized and existing under the laws of
Germany, registered with the commercial register of the local court (Amtsgericht) of Frankfurt am Main under HRB 107907, having
its registered seat in Frankfurt am Main, Germany and with registered business address at c/o HSMV — Hansen Schrotenroehr Muller
Voets Partnerschaftsgesellschaft mbH, Grafenberger Allee 337b, 40235 Dusseldorf, Germany, and
(e)
Mr. Hans-Christian Boos, born on 2 October 1972, residing
at * * *
each a "Party" and together,
the "Parties"
entered into an Investement and Shareholders' Agreement
("ISHA").
1.
The parties of the ISHA hereby terminate the ISHA subject to the condition precedent
(aufschiebende Bed ingung) according to Section 158 (1) BGB that the planned transfer of WISeKey's shares in arago to OGARA GmbH
has become effective.
2.
Each Party shall bear its own costs and expenses, including the fees of its advisors,
incurred in connection with the preparation, negotiation, execution and performance of this Termination Agreement.
3.
This Termination Agreement shall be governed by, and construed in accordance with,
German law, excluding the German conflict of law rules and excluding the United Nations Convention on Contracts for the International
Sale of Goods (CISG).
4.
Any dispute, controversy or claim arising out of, or in relation to, this Termination
Agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the
Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted
in accordance with those Rules. The arbitral tribunal shall be comprised of three (3) arbitrators. The seat of the arbitration shall be
Zurich. The arbitration proceedings shall be conducted in English.
21/65
5.
Should any provision of this Termination Agreement be or become
invalid or unenforceable, the other provisions of this Termination Agreement shall remain in full force and effect. In such case, the
Parties shall agree on such valid and enforceable substitute provision(s) that correspond(s) as closely as possible with the intentions
of the Parties at the time of the conclusion of this Termination Agreement. This shall apply mutatis mutandis in the event that
this Termination Agreement contains any unintended gaps (unbeabsichtigte Vertragslacken). It is the express intent of the Parties
that this Section 5 shall not only result in a reversal of the burden of proof (Beweislastumkehr) but that section 139 BGB is
hereby excluded in its entirety so as to maintain the validity and enforceability of this Termination Agreement to the fullest extent
possible.
[signatures on next page]
22/65
WISeKey International Holding Ltd
/s/ Carlos Moreira
Name: Carlos Moreira
Date: 14.3.2022
Function: Chief Executive Officer
Name: Peter Ward
Date
Function: Chief Financial Officer
arago GmbH
/s/ Hans-Christian Boos
Name: Hans-Christian Boos
Date: 14.3.2022
Function: Managing Director
/s/ Peter Ward
Name: Peter Ward
Date: 14.3.2022
Function: Managing Director
23/65
Aquilon Invest GmbH
/s/ Hans-Christian Boos
Name: Hans-Christian Boos
Date: 14.3.2022
Function: Managing Director
OGARA GmbH
/s/ Hans-Christian Boos
Name: Hans-Christian Boos
Date: 14.3.2022
Function: Managing Director
Mr. Hans-Christian Boos
/s/ Hans-Christian Boos
Name: Hans-Christian Boos
Date: 14.3.2022
24/65
Termination Agreement
(a)
WISeKey International Holding Ltd, a stock
corporation organized and existing under the laws of Switzerland, registered with the commercial
register of the Canton of Zug under CHE-143.782.707 and with business address at General-Guisan-Strasse
6, 6300 Zug, Switzerland ("WISeKey"),
(b)
arago GmbH, a limited liability company organized
and existing under the laws of Germany, registered with the commercial register of the local
court (Amtsgericht) of Frankfurt am Main under HRB 100909, having its registered seat
in Frankfurt am Main, Germany and with registered business address at Lindleystrafle 8a,
60314 Frankfurt am Main, Germany ("arago"),
(c)
Aquilon Invest GmbH, a limited liability company organized and existing under the laws of Germany, registered
with the commercial register of the local court (Amtsgericht) of Darmstadt under HRB 96862, having its registered seat in Darmstadt,
Germany and with registered business address at Heinrich-Delp-Str. 196, 64297 Darmstadt, Germany,
(d)
OGARA GmbH a limited liability company organized and existing under the laws of Germany, registered with
the commercial register of the local court (Amtsgericht) of Frankfurt am Main under HRB 107907, having its registered seat in Frankfurt
am Main, Germany and with registered business address at c/o HSMV — Hansen Schrotenroehr Muller Voets Partnerschaftsgesellschaft
mbH, Grafenberger Allee 337b, 40235 Dusseldorf, Germany, and
(e)
Mr. Hans-Christian Boos, born on 2 October 1972, residing at * *
*
each a "Party" and together, the "Parties"
entered into an Investement and Shareholders' Agreement ("ISHA").
1.
The parties of the ISHA hereby terminate the ISHA subject to the condition precedent (aufschiebende
Bedingung) according to Section 158 (1) BGB that the planned transfer of WISeKey's shares in arago to OGARA GmbH has become effective.
2.
Each Party shall bear its own costs and expenses, including the fees of its advisors, incurred in connection
with the preparation, negotiation, execution and performance of this Termination Agreement.
3.
This Termination Agreement shall be governed by, and construed in accordance with, German law, excluding
the German conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
4.
Any dispute, controversy or claim arising out of, or in relation to, this Termination Agreement, including
the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International
Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those
Rules. The arbitral tribunal shall be comprised of three (3) arbitrators. The seat of the arbitration shall be Zurich. The arbitration
proceedings shall be conducted in English.
25/65
5.
Should any provision of this Termination Agreement be or become
invalid or unenforceable, the other provisions of this Termination Agreement shall remain in full force and effect. In such case, the
Parties shall agree on such valid and enforceable substitute provision(s) that correspond(s) as closely as possible with the intentions
of the Parties at the time of the conclusion of this Termination Agreement. This shall apply mutatis mutandis in the event that
this Termination Agreement contains any unintended gaps (unbeabsichtigte Vertragsliicken). It is the express intent of the Parties
that this Section 5 shall not only result in a reversal of the burden of proof (Beweislastumkehr) but that section 139 BGB is
hereby excluded in its entirety so as to maintain the validity and enforceability of this Termination Agreement to the fullest extent
possible.
(WISeKey,
CB, arago, Aquilon and Ogara each a Party and collectively the Parties)
31/65
Termination Agreement
Whereas
A.
WISeKey, CB and arago are parties to that certain "Draft Term Sheet: Equity
Financing Mechanism", dated 29 April 2021 (the Draft Term Sheet), such draft term sheet attached hereto as Annex A.
B.
WISeKey, CB and
arago are parties to that certain Amendment Agreement to the Draft Term Sheet, dated 27/28
July 2021, such amendment agreement attached hereto as Annex B (the Amendment Agreement;
the Term Sheet, the Letter of Comfort, the Draft Term Sheet and the Amendment Agreement
collectively the Transaction Agreements)).
C.
WISeKey
is currently in the process of selling all its 136,072 shares (Geschaftsanteile), with consecutive numbers 130,737 to 266,808, each with a nominal value (Nennbetrag) of EUR 1, corresponding to approximately
51% of the Company's share capital, to [·]
(the arago Equity Sale).
Now, therefore, the Parties and Harbert agree as follows:
1.
Termination of the Transaction Agreements
Subject to completion, and with
effect as of completion, of the sale and purchase agreement regarding the arago Equity Sale (the Condition Precedent), each Party
consents to and agrees with the termination of the Transaction Agreements, with the effect that none of the parties thereto shall have
any further rights or obligations thereunder. Each party to the Transaction Agreements hereby confirms that it does not have any outstanding
claim or is entitled to enforce any right under the Transaction Agreements against any other party thereto.
2.
Governing Law /Jurisdiction
(a)
This termination agreement shall be governed by Swiss law.
(b)
The exclusive place of jurisdiction for any dispute, claim or controversy arising
under, out of or in connection with or related to this termination agreement (or any subsequent amendments thereof), including, without
limitation, disputes, claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall
be the courts in the city of Zurich, Canton of Zurich, Switzerland.
[Signatures on next page]
32/65
Termination Agreement
Executed as of the date written on the cover page to this Agreement.
(WISeKey,
CB, arago, Aquilon and Ogara each a Party and collectively the Parties)
36/65
Termination Agreement
Whereas
A.
WISeKey, CB and arago are parties to that certain "Draft Term Sheet: Equity Financing Mechanism",
dated 29 April 2021 (the Draft Term Sheet), such draft term sheet attached hereto as Annex A.
B.
WISeKey, CB and arago are parties to
that certain Amendment Agreement to the Draft Term Sheet, dated 27/28 July 2021, such amendment
agreement attached hereto as Annex B (the Amendment Agreement; the Term Sheet,
the Letter of Comfort, the Draft Term Sheet and the Amendment Agreement collectively the
Transaction Agreements)).
C.
WISeKey is currently in the process of selling all its 136,072 shares (Geschaftsanteile), with
consecutive numbers 130,737 to 266,808, each with a nominal value (Nennbetrag) of EUR 1, corresponding to approximately 51% of
the Company's share capital, to [a] (the arago Equity Sale).
Now, therefore, the Parties and Harbert agree as follows:
1.
Termination of the Transaction Agreements
Subject to completion, and with effect
as of completion, of the sale and purchase agreement regarding the arago Equity Sale (the Condition Precedent), each Party consents
to and agrees with the termination of the Transaction Agreements, with the effect that none of the parties thereto shall have any further
rights or obligations thereunder. Each party to the Transaction Agreements hereby confirms that it does not have any outstanding claim
or is entitled to enforce any right under the Transaction Agreements against any other party thereto.
2.
Governing Law / Jurisdiction -
(a)
This termination agreement shall be governed by Swiss law.
(b)
The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in
connection with or related to this termination agreement (or any subsequent amendments thereof), including, without limitation, disputes,
claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall be the courts in
the city of Zurich, Canton of Zurich, Switzerland.
[Signatures
on next page]
37/65
Executed as of the date written on the cover page to this Agreement.
WISeKey International Holding Ltd
/s/ Carlos Moreira
Name: Carlos Moreira
Function: Chief Executive Officer
Name: Peter Ward
Function: Chief Financial Officer
Hans-Christian Boos
/s/ Hans-Christian Boos
Name: Hans-Christian Boos
Arago GmbH
/s/ Hans-Christian Boos
Name: Hans-Christian Boos
Function: Managing Director
Name: Peter Ward
Function: Managing Director
Aquilon GmbH
/s/ Hans-Christian Boos
Name: Hans-Christian Boos
Function: Managing Director
38/65
Ogara GmbH
/s/ Hans-Christian Boos
Name: Hans-Christian Boos
Function: Managing Director
39/65
Sale arago shares
Annex
Annex A
40/65
Sale arago shares
Annex
Annex B
41/65
Sale arago shares
Annex
Annex H (i)
42/65
W IS@key
Harbert European Speciality Lending Company II, S.a.r.l.
26 Boulevard Royal
L-2449 Luxembourg
18 November 2020
Letter of Comfort to Harbert European Speciality Lending Company
II, S.a.r.l.
Dear Sirs,
Background to the Letter of Comfort:
1.1
WISeKey International Holding AG ("WISeKey"), a
Swiss corporation whose shares are listed on the SIX Swiss Exchange entered into a Convertible Loan Agreement ("CLA") dated
on or about the date hereof with Arago GmbH ("Arago"), a limited liability company incorporated under the laws of Germany.
1.2
WISeKey shall own 51% of the fully diluted share capital of Arago
and hold 51% of the voting rights associated therewith, on conversion of the loans outstanding under the CLA into shares in Arago per
the terms of the CLA (the "Transaction")
1.3
Under a framework subscription agreement for the purchase of bearer
bonds dated 17 September 2018, Harbert European Speciality Lending Company II, S.6 r.l. ("Harbert") purchased bearer
bonds issued by Arago in the total nominal amount of EUR 7,000,000 (the "Bonds") per the terms and conditions dated
17 September 2018 (the "Bond T&Cs") and as amended by the agreement dated 28 May 2020 ("Amended Bond T&Cs").
The principal amount of EUR 5,041,000 remains outstanding on the Bonds as at the date hereof.
In addition to the undertakings by WISeKey to
Arago per a separate comfort letter issued to it dated on or about the date hereof ("Arago LoC"):
2.1
WISeKey hereby undertake towards Harbert, as bond holder, that
until full repayment of the Bonds, we will ensure that our subsidiary Arago GmbH, at any time, has sufficient financial means in order
to fulfil all its present and future payment obligations under the Bonds when due and payable.
2.2
WISeKey acknowledges that Arago is bound by Clause 5.3(f) of the
Bond T&Cs and Amended Bond T&Cs providing for an accelerated Event of Default on liquidation or a Change of Control as defined
therein. Harbert shall grant, on the date hereof, in the form attached hereto, a waiver to Arago of the Event of Default (as defined
in the Amended Bond T&Cs) arising as a result of the Change of Control (as defined in the Amended Bond T&Cs) effected by the
Transaction. WISeKey acknowledges, following the Transaction, that Arago remains bound by Clause 5.3(f) of the Bond T&Cs and Amended
Bond T&Cs on any future Change of Control.
None of the terms set out in this letter are intended
for the benefit of any third party and should be enforceable or enforced by a third party.
Yours sincerely,
/s/ Carlos Moreira
/s/ Peter Ward
Name: Carlos Moreira
Name: Peter Ward
Title: CEO
Title: CFO
WISeKey International Holding AG - General Guisan,
Strasse 6
(WISeKey and arago each a Party and
together the Parties)
45/65
Whereas
A.
WISeKey is a corporation incorporated under Swiss law whose registered shares, par value CHF 0.05 each
(the Class B Shares), are listed on the SIX Swiss Exchange under the symbol "WINN". In addition, WISeKey's has issued
American Depositary Shares, each representing five Class B Shares, which are listed on the NASDAQ Stock Market under the symbol "WKEY".
B.
arago is a limited liability company incorporated under the laws of Germany which aims to provide the
benefits of artificial intelligence to enterprise customers globally through knowledge automation. Founded in 1995, arago uses modern
technologies such as inference and machine learning in order to automatically operate the entire IT stack — from heterogeneous environments
to individual applications. Aquilon Invest GmbH, limited liability company incorporated under the laws of Germany, and OGARA GmbH, a limited
liability company incorporated under the laws of Germany (the Existing Shareholders), are the sole shareholders of arago as of
the date of this letter of comfort (the LoC).
C.
On the date hereof, WISeKey entered into a convertible loan agreement (the CLA) with arago, pursuant
to which it has committed to provide arago with (1) convertible loans in the aggregate amount of CHF 5,000,000 (the Loan) and (2)
a comfort letter in relation to arago's obligations under the bearer bonds in the aggregate nominal amount remaining outstanding of EUR
5,000,000 (collectively the Bonds) issued to Harbert European Specialty Lending Company II, S.a r.l. (Harbert) pursuant
to the terms and conditions for the bearer bonds of arago GmbH, dated 17 September 2018, and all other documents executed in that context,
including that certain warrant instrument currently held by Harbert to subscribe for warrant shares in arago (the Harbert Financing).
D.
Under the terms of the CLA, WISeKey, and, in dependently from WISeKey, subject to certain prerequisites,
arago may request conversion of the Loan into arago shares at any time after the date of the execution of the CLA. Upon such conversion,
WISeKey will hold 51% of arago's share capital, calculated on a fully diluted basis, and 51% of the voting rights associated therewith
(the date on which WISeKey will hold 51% of arago's share capital, calculated on a fully diluted basis, and 51% of the voting rights associated
therewith).
E.
WISeKey intends, in accordance with the provisions set forth in this LoC, to safeguard the equity and
liquidity of arago
Now, therefore, the Parties agree as follows:
1.
Endowment with Equity and Liquidity
(a)
WISeKey hereby undertakes to arago to provide to arago such funds as are necessary for arago not to become
illiquid or over-indebted and that the continued existence of arago is safeguarded.
(b)
The funds which WISeKey
has committed to make available to arago pursuant to Section 1(a) above will be made available, at the discretion of WISeKey, in cash
or by way of wire transfer of immediately available
funds, as a loan or as a series of loans, as a contribution or contributions to the capital reserve of arago or otherwise.
46/65
(c)
The Parties agree that any loans granted under this LoC shall be subordinated to the claims of any other
creditor of the Company pursuant to Sec. 39(1) no. 1 through no. 5 of the German Insolvency Act; provided, however, that that any
repayment claim of WISeKey upon the extension of a loan in execution of this LoC shall rank pail passu with any other financial
instrument (including, without limitation, any convertible loan, (convertible) promissory notes and alike) convertible into equity of
arago, and further provided that arago shall procure that any such repayment claim shall be satisfied prior to any distributions to the
Existing Shareholders, including for the avoidance of the doubt the subordinated shareholder loan granted by Aquilon Invest GmbH on 27
May 2020 in the principal amount of EUR 1,918,047.09. Any repayment claim shall be paid only after all present and future claims of other
higher ranking creditors of arago have been settled. WISeKey may only require payment in relation to any repayment claim if (i) such payments
can be made out of balance sheet profits (annual profit plus profit carried forward), any surplus assets on winding-up or any other disposable
assets that exceed the assets necessary to maintain the Company's registered share capital (sonstiges freies Ver-mOgen), and (ii)
the Company is neither illiquid or over-indebted, nor would become or is threatened to become illiquid or over-indebted as a result of
such payment.
2.
Term of this LoC
The obligations of WISeKey under this
LoC shall become effective upon the date hereof and shall expire on the date on which WISeKey ceases to hold 51% of arago's share capital,
calculated on a fully diluted basis, and 51% of the voting rights associated therewith.
3.
Third Party Rights
None of the term set out in this LoC
is intended for the benefit of any third party, and the Parties do not intend that any term of this Agreement should be enforceable or
enforced by a third party.
4.
Governing Law / Jurisdiction
(a)
This LoC shall be governed by Swiss law.
(b)
The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in
connection with or related to this LoC (or any subsequent amendments thereof), including, without limitation, disputes, claims or controversies
regarding its existence, validity, interpretation, performance, breach or termination, shall be the courts in the city of Zurich, Canton
of Zurich, Switzerland.
[Signatures
on next page]
47/65
Executed as of the date written on the cover page to this
Agreement
WISeKey International Holding Ltd
/s/ Carlos Moreira
/s/ Peter Ward
Name: Carlos Moreira
Name: Peter Ward
Function: CEO
Function: CFO
Arago GmbH
/s/ Chris Boos
Name: Chris Boos
Function: Managing Director (Geschaftsfithrer)
48/65
Sale arago shares
Annex
Annex H (iii)
49/65
Termination Agreement
dated as of 21 February 2022
by and between
WISeKey International Holding Ltd
(WISeKey)
General-Guisan-Strasse 6, 6300 Zug, Switzerland
and
arago GmbH
(arago)
Lindleystrasse 8a
60314 Frankfurt/Main
Germany
and
Hans-Christian Boos
(CB)
with business address at
Lindleystrasse 8a
60314 Frankfurt/Main
Germany
(WISeKey, arago and CB each a Party and together the Parties)
50/65
Termination Agreement
Whereas
A.
WISeKey and arago are parties to that certain letter of comfort, dated 19 November 2020, such letter of
conform attached hereto as Annex A (the Letter of Comfort).
B.
WISeKey has received an offer from OGARA GmbH to purchase WISeKey's 51% of arago's share capital, such
51% corresponding to 136,072 shares (Geschaftsanteile), with consecutive numbers 130,737 to 266,808, each with a nominal value
(Nennbetrag) of EUR 1 (the Sale).
Now, therefore, the Parties agree as follows:
(a)
The Letter of Comfort is hereby terminated with immediate effect.
(b)
In lieu and in place of the Letter of Comfort, the following is agreed amongst the Parties:
(i)
While WISeKey maintains 51% of arago's share capital, WISeKey
confirms its intention to provide arago with financial support to the extent necessary to ensure that arago does not have to commence
insolvency proceedings and that arago will continue as a going concern in the foreseeable future.
(ii)
WISeKey's financial support shall immediately cease upon completion of the Sale or any transaction with
a similar effect (including any transaction as a result of which WISeKey's equity interest in arago falls below 51%).
(iii)
WISeKey undertakes to inform arago immediately if any circumstances arise that would make it no longer
possible or practicable for WISeKey to continue to provide the financial support outlined herein.
(iv)
Any financial support made available by WISeKey to arago hereunder shall be made available as WISeKey,
in its full discretion, deems appropriate, and shall be extended as a loan, as a series of loans, as a contribution or contributions to
the capital reserve of arago or otherwise, in each case as WISeKey in its full discretion deems fit.
(v)
CB expressly agrees and acknowledges that any funding made available hereunder will be provided on the
condition that the number of WISeKey common shares (i.e., Class B Shares) to be issued to CB (currently 12,327,506 WISeKey Class B Shares)
in exchange for his remaining equity interest in arago to be acquired by WISeKey upon exercise by CB (or any of the other shareholders
in arago controlled by him) of the put option granted by WISeKey pursuant to the Term Sheet by and among WISeKey and the other shareholders
of arago, dated as of 2 November 2020, is reduced in accordance with the methodology agreed in the equity financing letter agreement by
and between WISeKey and CB, dated 29 April 2021.
(vi)
It is agreed amongst the
Parties that WISeKey shall at all times have the right to reduce its equity interest in arago's share capital to below 51%, and neither
arago nor CB (nor any of the other shareholders
of arago controlled by CB) shall take any action that would prevent WISeKey from reducing its position from 51% of arago's share capital
to a lower percentage.
51/65
Termination Agreement
(vii)
The Parties agree that any financial support provided by WISeKey hereunder shall, to the extent required
under German law, be subordinated to the claims of any other creditor of the Company pursuant to Sec. 39(1) no. 1 through no. 5 of the
German Insolvency Act; provided, however, that that any repayment claim of WISeKey upon the extension of a loan in execution of
this letter of support shall rank pan passu with any other financial instrument (including, without limitation, any convertible
loan, (convertible) promissory notes and alike) convertible into equity of arago, and further provided that arago shall procure that any
such repayment claim shall be satisfied prior to any distributions to Aquilon Invest GmbH, OGARA GmbH or any other shareholder in arago
(other than WISeKey), including for the avoidance of the doubt the subordinated shareholder loan granted by Aquilon Invest GmbH on 27
May 2020 in the principal amount of EUR 1,918,047.09.
2.
Governing Law / Jurisdiction
(a)
This termination agreement shall be governed by Swiss law.
(b)
The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in
connection with or related to this termination agreement (or any subsequent amendments thereof), including, without limitation, disputes,
claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall be the courts in
the city of Zurich, Canton of Zurich, Switzerland.
[Signatures
on next page]
52/65
Termination Agreement
Annex A — Letter of Comfort
[separate document]
53/65
Termination Agreement
Executed as of the date written on the cover page
to this Agreement. WISeKey International Holding Ltd
WISeKey International Holding Ltd
/s/ Carlos Moreira
Name: Carlos Moreira
Name: Peter Ward
Function: Chief Executive Officer
Function: Chief Financial Officer
arago GmbH
/s/ Hans-Christian Boos
/s/ Peter Ward
Name: Hans-Christian Boos
Name: Peter Ward
Function: Managing Director
Function: Managing Director
Hans-Christian Boos
/s/ Hans-Christian Boos
Name: Hans-Christian Boos
(Signature Page to the Termination Agreement)
54/65
Termination Agreement
dated as of 21 February 2022
by and between
WISeKey International Holding Ltd
(WISeKey)
General-Guisan-Strasse 6, 6300 Zug, Switzerland
and
arago GmbH
(arago)
Lindleystrasse 8a
60314 Frankfurt/Main
Germany
and
Hans-Christian Boos
(CB)
with business address at
Lindleystrasse 8a
60314 Frankfurt/Main
Germany
(WISeKey, arago and CB each a Party
and together the Parties)
55/65
Termination Agreement
Whereas
A.
WISeKey and arago are parties to that certain letter of comfort, dated 18 November
2020, such letter of conform attached hereto as Annex A (the Letter of Comfort).
B.
WISeKey has received an offer from OGARA GmbH to purchase WISeKey's 51% of arago's
share capital, such 51% corresponding to 136,072 shares (Geschaftsanteile), with consecutive numbers 130,737 to 266,808, each with
a nominal value (Nennbetrag) of EUR 1 (the Sale).
Now, therefore, the Parties agree as follows:
(a)
The Letter of Comfort is hereby terminated with immediate effect.
(b)
In lieu and in place of the Letter of Comfort, the following is agreed amongst the Parties:
(i)
While WISeKey maintains 51% of arago's share capital, WISeKey
confirms its intention to provide arago with financial support to the extent necessary to ensure that arago does not have to commence
insolvency proceedings and that arago will continue as a going concern in the foreseeable future.
(ii)
WISeKey's financial support shall immediately cease upon completion of the Sale
or any transaction with a similar effect (including any transaction as a result of which WISeKey's equity interest in arago falls below
51%).
(iii)
WISeKey undertakes to inform arago immediately if any circumstances arise that
would make it no longer possible or practicable for WISeKey to continue to provide the financial support outlined herein.
(iv)
Any financial support made available by WISeKey to arago hereunder shall be made
available as WISeKey, in its full discretion, deems appropriate, and shall be extended as a loan, as a series of loans, as a contribution
or contributions to the capital reserve of arago or otherwise, in each case as WISeKey in its full discretion deems fit.
(v)
CB expressly agrees and acknowledges that any funding made available hereunder
will be provided on the condition that the number of WISeKey common shares (i.e., Class B Shares) to be issued to CB (currently 12,327,506
WISeKey Class B Shares) in exchange for his remaining equity interest in arago to be acquired by WISeKey upon exercise by CB (or any of
the other shareholders in arago controlled by him) of the put option granted by WISeKey pursuant to the Term Sheet by and among WISeKey
and the other shareholders of arago, dated as of 2 November 2020, is reduced in accordance with the methodology agreed in the equity financing
letter agreement by and between WISeKey and CB, dated 29 April 2021.
56/65
Termination Agreement
(vi)
It
is agreed amongst the Parties that WISeKey shall at all times have the right to reduce its equity interest in arago's share capital to
below 51%, and neither arago nor CB (nor any of the other shareholders
of arago controlled by CB) shall take any action that would prevent WISeKey from reducing its position from 51% of arago's share capital
to a lower percentage.
(vii)
The Parties agree that any financial support provided by WISeKey hereunder shall, to the extent required
under German law, be subordinated to the claims of any other creditor of the Company pursuant to Sec. 39(1) no. 1 through no. 5 of the
German Insolvency Act; provided, however, that that any repayment claim of WISeKey upon the extension of a loan in execution of
this letter of support shall rank pad passu with any other financial instrument (including, without limitation, any convertible
loan, (convertible) promissory notes and alike) convertible into equity of arago, and further provided that arago shall procure that any
such repayment claim shall be satisfied prior to any distributions to Aquilon Invest GmbH, OGARA GmbH or any other shareholder in arago
(other than WISeKey), including for the avoidance of the doubt the subordinated shareholder loan granted by Aquilon Invest GmbH on 27
May 2020 in the principal amount of EUR 1,918,047.09.
2.
Governing Law / Jurisdiction -
(a)
This termination agreement shall be governed by Swiss law.
(b)
The exclusive place of jurisdiction for any
dispute, claim or controversy arising under, out of or in connection with or related to this
termination agreement (or any subsequent amendments thereof), including, without limitation,
disputes, claims or controversies regarding its existence, validity, interpretation, performance,
breach or termination, shall be the courts in the city of Zurich, Canton of Zurich, Switzerland.
[Signatures
on next page]
57/65
Termination Agreement
Annex A — Letter of Comfort
[separate document]
58/65
Termination Agreement
Executed as of the date written on
the cover page to this Agreement.
WISeKey International Holding Ltd
/s/ Carlos Moreira
Name: Carlos Moreira
Name: Peter Ward
Function: Chief Executive Officer
Function: Chief Financial Officer
arago GmbH
/s/ Hans-Christian Boos
Name: Hans-Christian Boos
Name: Peter Ward
Function: Managing Director
Function: Managing Director
Hans-Christian Boos
/s/ Hans-Christian Boos
Name: Hans-Christian Boos
[Signature Page to the Termination Agreement]
59/65
Sale arago shares
Annex 1 - Definitions
60/65
Share Purchase Agreement
Annex 1 — Definitions
1. Terms Defined
in the Body of the Agreement
arago LoC
7
Party
1
Buyer
1
Pre-Closing Actions
10
Buyer Guarantor
1
Pre-Closing Date
9
Buyer Representations
13
Purchase Price
8
Closing Date
11
Released Persons
11
Company
6
Sale Share
6
Due Diligence Process
7
Sale Shares
6
Harbert
6
Sale Shares Transfer
8
Harbert LoC
6
Seller
1
Intragroup Financing Agreements
8
Seller Representations
13
Intragroup Financing Claims
8
Seller's Account
8
Intragroup Financing Claims Transfer
8
Share
6
ISHA
6
Shares
6
Notice of Breach
15
Third Party Claim
15
Parties
1
Transaction
6
2. Other Definitions
As used in this Agreement in capitalized form, the following
terms shall have the following meaning:
Action means any action,
claim, complaint, reclamation or objection of any third party or any order, injunction, judgment, fine, action, claim, suit, arbitration,
subpoena investigation, inquiry or proceeding by or before any court or grand jury, any Governmental Authority or arbitration tribunal.
Agreement means this Share Purchase Agreement, including
all of its Annexes.
BGB means the German Civil Code (Burgerliches
Gesetzbuch)
Business Day means any day that is a trading day
at SIX Swiss Exchange Ltd.
Pre-Closing means the consummation of the transactions
as described in Section 3.2.
Pre-Closing Date means the
date on which the Pre-Closing actually occurs, as provided in Section 3.1.
Day-Count Convention means
a calculation of interest on the basis of a 360-day year consisting of twelve (12) months of thirty (30) calendar days each.
GmbHG
means the German Limited Liability Companies Act (Gesetz betreffend die Gesell-schaften mit beschrankter Haftung).
61/65
Share Purchase Agreement
Governmental Authority means
any foreign, domestic, federal, territorial, supranational, national, state or local governmental authority, quasi-governmental authority,
instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative
or other body or agency, or any political or other subdivision, department or branch of any of the foregoing.
Law means any law, statute,
ordinance, regulation, rule, code, treaty, order, judgment, writ, injunction, act, decree, decision, ruling, award or other requirement
having the force of law of any Governmental Authority.
Liability means any obligation
or liability of any nature whatsoever, whether direct or indirect, matured or unmatured, known or unknown, absolute, accrued, contingent
or otherwise.
Lien means any lien, charge,
encumbrance, or security interest, including but not limited to interests arising from options, pledges, mortgages, indentures, security
agreements, rights of first refusal or rights of pre-emption, irrespective of whether such Lien arises under any agreement, covenant,
other instrument, the mere operation of statutory or other Laws or by means of a judgment, order or decree of any court, judicial or administrative
authority, and shall also mean any approval or consent required from a third Party to the exercise or full vesting of a right or title.
Loss(es) means any and all
actual damages, losses, Liabilities, costs and expenses, excluding in any event any indirect, punitive and consequential damages, indirect
costs and expenses, or any loss of profit. Any determination or calculation of Loss(es) shall be calculated on a EUR-for-EUR basis, and
any determination or calculation by reference to methods of enterprise valuation, such as discounted cash-flow, multipliers, comparables
or the like, shall be expressly excluded.
Person means any natural
person or a general or limited partnership, a corporation, a business trust, a limited liability company, a trust, an unincorporated organization
doing business, a government or any department or agency thereof, a joint venture or any other person or entity doing business.
Taxes means all tax Liabilities,
including income taxes (personal or corporate), capital taxes, stamp duties (both on the issuance and on the transfer of securities),
withholding taxes, value added taxes, real estate gains taxes, real estate transfer taxes, property and land taxes, business taxes, customs
duties, social security contributions or payments of equivalent nature, unemployment, intangibles and other taxes, and all other taxes,
duties, levies or imposts payable to any competent taxing authority in any jurisdiction, as well as any related interest, penalties, costs
and expenses.
List of Significant Subsidiaries of the Registrant
Group Company Name
Country of incorporation
Year of incorporation
Share Capital
WISeKey SA
Switzerland
1999
CHF 933,436
WISeKey Semiconductors SAS
France
2010
EUR 1,298,162
WiseTrust SA
Switzerland
1999
CHF 680,000
WISeKey ELA SL
Spain
2006
EUR 4,000,000
WISeKey SAARC Ltd
U.K.
2016
GBP 100,000
WISeKey USA Inc1
U.S.A
2006
USD 6,500
WISeKey India Private Ltd2
India
2016
INR 1,000,000
WISeKey IoT Japan KK
Japan
2017
JPY 1,000,000
WISeKey IoT Taiwan
Taiwan
2017
TWD 100,000
WISeCoin AG
Switzerland
2018
CHF 100,000
WISeKey Equities AG
Switzerland
2018
CHF 100,000
WISeKey Semiconductors GmbH
Germany
2019
EUR 25,000
WISeKey Arabia - Information Technology Ltd
Saudi Arabia
2019
SAR 200,000.00
TrusteCoin AG3
Switzerland
2020
CHF 100,000
arago GmbH
Germany
1995
EUR 266,808
arago Da Vinci GmbH4
Germany
2007
EUR 25,000
arago Technology Solutions Private Ltd4
India
2017
INR 100,000
arago US Inc.4
U.S.A
2015
USD 25
WISeKey Vietnam Ltd
Vietnam
2021
VND 689,400,000
1 50% owned by WISeKey SA and 50% owned by WiseTrust SA
2 88% owned by WISeKey SAARC which is controlled by WISeKey International Holding AG
3 Formerly WiseAI AG, 100% owned by WISeKey International Holding AG from August 27, 2021
4 100% owned by arago GmbH
EX-12.1
15
e621435_ex12-1.htm
CERTIFICATION
I, Carlos Moreira,
certify that:
1.
I have reviewed this annual report on Form 20-F of WISeKey International Holding AG;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the company and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d.
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal
control over financial reporting; and
5.
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the
equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information;
and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s
internal control over financial reporting.
Date: April 13, 2022
By:
/s/ Carlos Moreira
Carlos Moreira
Chief Executive Officer
EX-12.2
16
e621435_ex12-2.htm
CERTIFICATION
I, Peter Ward, certify that:
1.
I have reviewed this annual report on Form 20-F of WISeKey International Holding AG;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the company and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d.
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal
control over financial reporting; and
5.
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the
equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information;
and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s
internal control over financial reporting.
Date: April 13, 2022
By:
/s/ Peter Ward
Peter Ward
Chief Financial Officer
EX-13.1
17
e621435_ex13-1.htm
CERTIFICATION
The certification set forth below is being submitted in connection
with the annual report of WISeKey International Holding AG (the “Company”) on Form 20-F for the period ending December 31,
2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), for the purpose of complying
with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter
63 of Title 18 of the United States Code.
Carlos Moreira, the Chief Executive Officer of the Company, certifies
that, to the best of his knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
By:
/s/ Carlos Moreira
Carlos Moreira
Chief Executive Officer
Date: April 13, 2022
EX-13.2
18
e621435_ex13-2.htm
CERTIFICATION
The certification set forth below is being submitted in connection
with the annual report of WISeKey International Holding AG (the “Company”) on Form 20-F for the period ending December 31,
2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), for the purpose of complying
with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter
63 of Title 18 of the United States Code.
Peter Ward, the Chief Financial Officer of the Company, certifies that,
to the best of his knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
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OptionGoodwill at AcquisitionTotal Consideration PaidTotal Net Assets of arago Group at AcquisitionTotal Net Assets AcquiredRelated Party [Axis]WISeKey Semiconductors SASMachinery and EquipmentOffice Equipment and FurnitureComputer Equipment and LicensesProduction MasksTools, Dies and Molds [Member]License [Member]Software and Software Development Costs [Member]Trademarks Not Subject to AmortizationCryptocurrencies Not Subject to AmortizationTrademarksPatentsLicense AgreementsOther IntangiblesTotal Intangible Assets Subject to Amortization, NetTechnology AcquiredIncome Statement Location [Axis]Cost of SalesGeneral & Administrative ExpensesBalance Sheet Location [Axis]Other Liabilities [Member]AIInvestment, Name [Axis]the "Tarmin Warrant""FOSSA"OpenLimit Holding AGCarlos MoreiraOISTEShort-term Debt, Type [Axis]ExWorksLoans Payable [Member]Harbert European Specialty Lending Company [Member]Lending Institution [Axis]UBSWISeKey SAARC Ltdthe "Yorkville Loan"WISeCoin AGthe "LSI Convertible Facility"UBS SA "Covid Loans"Subscription Draw Downs [Axis]Subscription Draw Downs #1the "Crede Convertible Loan"the "GTO Facility"Class of Warrant or Right [Axis]Warrants #1Warrants #2Warrants #3Warrants #4the ("L1 Facility") Initial Tranchethe ("L1 Facility") Accelerated Tranche #1the ("L1 Facility") Accelerated Tranche #2the ("L1 Facility") Accelerated Tranche #3the ("L1 Facility") Accelerated Tranche #4the ("L1 Facility") Accelerated Tranche #5the ("L1 Facility") Accelerated Tranchethe ("Anson Facility") First Amendmentthe ("Anson Facility") Initial Tranchethe ("Anson Facility") Accelerated Tranche #1the ("Anson Facility") Accelerated Tranche #1the ("Anson Facility") Accelerated Tranche #2the ("Anson Facility") Accelerated Tranche #2arago GmbHRetirement Plan Assumptions [Axis]FranceSwitzerlandIndiaDefined Benefit Plan, Funding Status [Axis]Reporting Unit [Axis]Articles of Association and Swiss Capital CategoriesTiming of Transfer of Good or Service [Axis]At One Point in TimeProduct and Service [Axis]Secure ChipsOver TimemPKICertificatesLicenses and IntegrationSaaS, PCS and HostingGeographical [Axis]SWITZERLANDRest of EMEANorth AmericaAsia PacificLatin AmericamPKI and IoTRemaing Performance Obligations Year [Axis]Year 2022Year 2023WISeKey SAEmployee Stock Ownership Plan (ESOP) Name [Axis]the "ESOP 1"the "ESOP 2"Award Type [Axis]EmployeesEmployees #2External AdvisorsEmployees and Board MembersEmployees and Board Members #2Employees #3Employees #4Employees #5External Advisors #2Grantee Status [Axis]NonemployeesEmployee Stock Option PlansNon-Employee Stock Option AgreementsResearch & Development ExpensesSelling & Marketing ExpensesIncome Tax Authority, Name [Axis]SwitzerlandIncome Tax Authority [Axis]ForeignDisposal Group Classification [Axis]Less Discontinued OperationsTax Period [Axis]Tax Year 2022UNITED STATESSpainFranceUKGermanyIndiaSaudi ArabiaTax Year 2023Tax Year 2024Tax Year 2025Tax Year 2026Tax Year 2027Tax Year 2028Tax Year 2029Tax Year 2030Tax Year 2031Tax Year 2032Tax Year 2033Tax Year 2034Tax Year 2035Tax Year 2036Tax Year 2037Tax Year 2038Tax Year 2039Tax Year 2040Tax Year 2041JapanTaiwanVietnamTotal Segment AssetsReportable Segment [Member]Intersegment [Member]Intersegment Receivables [Member]Intersegment Investment And Goodwill [Member]Antidilutive Securities [Axis]Stock OptionsWarrantsConvertible InstrumentsWiseTrust SAWISeKey ELA SLWISeKey USA IncWISeKey India Private LtdWISeKey IoT Japan KKWISeKey IoT TaiwanWISeKey Equities AGWISeKey Semiconductors GmbHWISeKey Arabia - Information Technology LtdTrusteCoin AGarago Da Vinci GmbHarago Technology Solutions Private Ltdarago US Inc.WISeKey Vietnam LtdHans-Christian BoosPhilippe DoubreDavid FergussonEric PellatonJean Philippe LadisaJuan Hernandez ZayasThomas HurlimannDourgam KummerMaryla Shingler-BobbioRoman BrunnerAnthony NagelMaria Pia Aqueveque JabbazPhilippe GerwillGeoffrey LipmanDon TapscottCristina DolanWei WangIndian Potash LimitedTerra Vetures Inc.Edmund Gibbons LimitedGSP Holdings LtdSAI LLC (SBT Ventures)Related Parties of Carlos MoreiraSubsequent Event Type [Axis]Subsequent Event [Member]the "L1 Facility" Second AmendmentWISeKey ESOPEntity Addresses [Table]Entity Addresses [Line Items]Document TypeAmendment FlagAmendment DescriptionDocument Registration StatementDocument Annual ReportDocument Quarterly ReportDocument Transition ReportDocument Shell Company ReportDocument Shell Company Event DateDocument Period Start DateDocument Period End DateDocument Fiscal Period FocusDocument Fiscal Year FocusCurrent Fiscal Year End DateEntity File NumberEntity Registrant NameEntity Central Index KeyEntity Primary SIC NumberEntity Tax Identification NumberEntity Incorporation, State or Country CodeEntity Address, Address Line OneEntity Address, Address Line TwoEntity Address, Address Line ThreeEntity Address, City or TownEntity Address, State or ProvinceEntity Address, CountryEntity Address, Postal Zip CodeCountry RegionCity Area CodeLocal Phone NumberExtensionWritten CommunicationsSoliciting MaterialPre-commencement Tender OfferPre-commencement Issuer Tender OfferTitle of 12(b) SecurityNo Trading Symbol FlagTrading SymbolSecurity Exchange NameTitle of 12(g) SecuritySecurity Reporting ObligationAnnual Information FormAudited Annual Financial StatementsEntity Well-known Seasoned IssuerEntity Voluntary FilersEntity Current Reporting StatusEntity Interactive Data CurrentEntity Filer CategoryEntity Small BusinessEntity Emerging Growth CompanyElected Not To Use the Extended Transition PeriodDocument Accounting StandardOther Reporting Standard Item NumberEntity Shell CompanyEntity Public FloatEntity Bankruptcy Proceedings, Reporting CurrentEntity Common Stock, Shares OutstandingDocuments Incorporated by Reference [Text Block]Contact Personnel NameContact Personnel Fax NumberAuditor NameAuditor LocationAuditor Firm IDIncome Statement [Abstract]Net salesCost of salesDepreciation of production assetsGross profitOther operating incomeResearch & development expensesSelling & marketing expensesGeneral & administrative expensesTotal operating expensesOperating lossNon-operating incomeDebt conversion expenseGain on derivative liabilityGain / (loss) on debt extinguishmentInterest and amortization of debt discountNon-operating expensesLoss from continuing operations before income tax expenseIncome tax expenseLoss from continuing operations, netDiscontinued operations:Net sales from discontinued operationsCost of sales from discontinued operationsTotal operating and non-operating expenses from discontinued operationsIncome tax recovery from discontinued operationsGain on disposal of a business, net of tax on disposalIncome / (loss) on discontinued operationsNet income / (loss)Less: Net income / (loss) attributable to noncontrolling interestsNet income / (loss) attributable to WISeKey International Holding AGEarnings per shareEarnings from continuing operations per share - BasicEarnings from continuing operations per share - DilutedEarnings from discontinued operations per share - BasicEarnings from discontinued operations per share - DilutedEarning per share attributable to WISeKey International Holding AGBasicDilutedOther comprehensive income / (loss), net of tax:Foreign currency translation adjustmentsChange in unrealized gains related to available-for-sale debt securities Net gain (loss) arising during periodReclassification adjustmentsOther comprehensive income / (loss)Comprehensive income / (loss)Other comprehensive income / (loss) attributable to noncontrolling interestsOther comprehensive income / (loss) attributable to WISeKey International Holding AGComprehensive income / (loss) attributable to noncontrolling interestsComprehensive income / (loss) attributable to WISeKey International Holding AGStatement [Table]Statement [Line Items]ASSETSCurrent assetsCash and cash equivalentsRestricted cash, currentAccounts receivable, net of allowance for doubtful accountsNotes receivable from employeesAvailable-for-sale debt securityInventoriesPrepaid expensesDeferred charges, currentOther current assetsTotal current assetsNoncurrent assetsNotes receivable, noncurrentDeferred income tax assetsDeferred tax creditsProperty, plant and equipment net of accumulated depreciationIntangible assets, net of accumulated amortizationFinance lease right-of-use assetsOperating lease right-of-use assetsGoodwillDeferred charges, noncurrentEquity securities, at costEquity securities, at fair valueOther noncurrent assetsTotal noncurrent assetsTOTAL ASSETSLIABILITIESCurrent LiabilitiesAccounts payableNotes payableConvertible note payable, currentDeferred revenue, currentCurrent portion of obligations under finance lease liabilitiesCurrent portion of obligations under operating lease liabilitiesIncome tax payableOther current liabilitiesTotal current liabilitiesNoncurrent liabilitiesBonds, mortgages, convertible note payable and other long-term debtConvertible note payable, noncurrentDeferred revenue, noncurrentFinance lease liabilities, noncurrentOperating lease liabilities, noncurrentIndebtedness to related parties, noncurrentEmployee benefit plan obligationDeferred income tax liabilityOther deferred tax liabilitiesOther noncurrent liabilitiesTotal noncurrent liabilitiesTOTAL LIABILITIESCommitments and contingent liabilitiesSHAREHOLDERS' EQUITYCommon stockShare subscription in progressTreasury stock, at costAdditional paid-in capitalAccumulated other comprehensive income / (loss)Accumulated deficitTotal shareholders'equity attributable to WISeKey shareholdersNoncontrolling interests in consolidated subsidiariesTotal shareholders'equityTOTAL LIABILITIES AND EQUITYCommon stock, par valueCommon stock, shares authorizedCommon stock, shares issuedCommon stock, shares outstandingTreasury stockAs at December 31, 2020Beginning balance, sharesCommon stock issued1Common stock issued, sharesOptions exercised1Options exercised, sharesStock-based compensationChanges in treasury sharesChanges in treasury shares, sharesYorkville SEDACrede convertible loanLSI convertible loanNice & Green loanGTO FacilityChange in Ownership in WISeKey SAShare buyback programNet lossOther comprehensive income / (loss)Crede convertible loan, sharesGTO Facility, sharesL1 FacilityAnson FacilityChange in Ownership within the GroupAcquisition of Arago GroupAs at December 31, 2021Ending balance, sharesStatement of Cash Flows [Abstract]Cash Flows from operating activities:Net Income (loss)Adjustments to reconcile net income to net cash provided by (used in) operating activities:Depreciation of property, plant & equipmentAmortization of intangible assetsImpairment chargeDebt conversion expenseInterest and amortization of debt discountLoss / (gain) on derivative liabilityLoss on debt extinguishmentStock-based compensationBad debt expenseInventory obsolescence impairmentIncome tax expense / (recovery) net of cash paidRelease of provisionOther non cash expenses /(income)Expenses settled in equityGain on disposal of a businessUnrealized gains related to available-for-sale debt securities recorded in the income statement after acquisition of aragoOtherUnrealized and non cash foreign currency transactionsChanges in operating assets and liabilities, net of effects of businesses acquiredDecrease (increase) in accounts receivablesDecrease (increase) in inventoriesDecrease (increase) in other current assets, netDecrease (increase) in deferred research & development tax credits, netDecrease (increase) in other noncurrent assets, netIncrease (decrease) in accounts payableIncrease (decrease) in deferred revenue, currentIncrease (decrease) in income taxes payableIncrease (decrease) in other current liabilitiesIncrease (decrease) in deferred revenue, noncurrentIncrease (decrease) in defined benefit pension liabilityIncrease (decrease) in other noncurrent liabilitiesNet cash provided by (used in) operating activitiesCash Flows from investing activities:Sale / (acquisition) of equity securitiesSale / (acquisition) of property, plant and equipmentSale of a business, net of cash and cash equivalents divestedAcquisition of a business, net of cash and cash equivalents acquiredNet cash provided by (used in) investing activitiesCash Flows from financing activities:Proceeds from options exercisesProceeds from issuance of Common StockProceeds from convertible loan issuanceProceeds from debtRepayments of debtPayments of debt issue costsRepurchase of treasury sharesNet cash provided by (used in) financing activitiesEffect of exchange rate changes on cash and cash equivalentsCash and cash equivalentsNet increase (decrease) during the periodBalance, beginning of periodBalance, end of periodReconciliation to balance sheetCash and cash equivalents from continuing operationsRestricted cash, current from continuing operationsRestricted cash, noncurrent from continuing operationsCash and cash equivalents from discontinued operationsSupplemental cash flow informationCash paid for interest, net of amounts capitalizedCash paid for incomes taxesNoncash conversion of convertible loans into common stockRestricted cash received for share subscription in progressROU assets obtained from finance leaseROU assets obtained from operating leaseOrganization, Consolidation and Presentation of Financial Statements [Abstract]The WISeKey GroupFuture operations and going concernBasis of presentationAccounting Policies [Abstract]Summary of significant accounting policiesRisks and Uncertainties [Abstract]Concentration of credit risksFair Value Disclosures [Abstract]Fair value measurementsCash and Cash Equivalents [Abstract]Cash and cash equivalentsRestricted CashRestricted cashCredit Loss [Abstract]Accounts receivableNotes Receivable From EmployeesNotes receivable from employeesInvestments, Debt and Equity Securities [Abstract]Available-for-sale debt securityInventory Disclosure [Abstract]InventoriesDeferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]Other current assetsReceivables [Abstract]Notes receivable, noncurrentBusiness Combination and Asset Acquisition [Abstract]Business combinationsDeferred Tax CreditsDeferred tax creditsProperty, Plant and Equipment [Abstract]Property, plant and equipmentGoodwill and Intangible Assets Disclosure [Abstract]Intangible assetsLeases [Abstract]LeasesGoodwillEquity Securities At CostEquity securities, at costEquity Securities At Fair ValueEquity securities, at fair valueOther noncurrent assetsPayables and Accruals [Abstract]Accounts payableDebt Disclosure [Abstract]Notes payableOther current liabilitiesLoans and line of creditIndebtedness To Related Parties NoncurrentIndebtedness to related parties, noncurrentRetirement Benefits [Abstract]Employee benefit plansCommitments and Contingencies Disclosure [Abstract]Commitments and contingenciesEquity [Abstract]Stockholders’ equityAccumulated other comprehensive incomeRevenue from Contract with Customer [Abstract]RevenueOther Income and Expenses [Abstract]Other operating incomeStock-based compensationNon-operating incomeNon-operating ExpensesNon-operating expensesIncome Tax Disclosure [Abstract]Income taxesSegment Reporting [Abstract]Segment information and geographic dataEarnings Per Share [Abstract]Earnings/(Loss) per shareLegal proceedingsSchedule of Related Party Transactions, by Related Party [Table]Related Party Transaction [Line Items]Related parties disclosureCountry of incorporationYear of incorporationNature of businessSubsequent Events [Abstract]Subsequent eventsBusiness Update Related To Covid-19Business Update Related to COVID-19Fiscal YearPrinciples of ConsolidationUse of EstimatesForeign CurrencyCash and Cash EquivalentsAccounts ReceivableAllowance for Doubtful AccountsInventoriesProperty, Plant and EquipmentIntangible AssetsLeasesGoodwill and Other Indefinite-Lived Intangible AssetsEquity SecuritiesAvailable-for-sale debt securitiesRevenue RecognitionContract AssetsDeferred RevenueContract LiabilitySales CommissionsCost of Sales and Depreciation of Production AssetsResearch and Development and Software Development CostsAdvertising CostsPension PlanStock-Based CompensationIncome TaxesResearch Tax CreditsEarnings per ShareSegment ReportingRecent Accounting PronouncementsConcentration of Credit Risks - Schedule of Concentration of Risk by Risk FactorFair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring BasisFair Value Measurements - Schedule of Derivative Liabilities at Fair ValueAccounts Receivable - Schedule of Accounts ReceivableAvailable-For-Sale Debt Security - Schedule of Debt Securities Available-For-SaleInventories - Schedule of Inventories, CurrentOther Current Assets - Schedule of Other Current AssetsNotes Receivable, Noncurrent - Schedule of Notes Receivable, NoncurrentBusiness Combinations - Schedule of Assets and Liabilities AcquiredBusiness Combinations - Schedule of Business Combination GoodwillBusiness Combinations - Schedule of Reconciliation of Total Consideration to Cash Flow StatementDeferred Tax Credits - Schedule of Deferred Tax CreditsProperty, Plant and Equipment - Schedule of Property, Plant and EquipmentIntangible Assets - Schedule of Finite-Lived Intangible AssetsIntangible Assets - Schedule of Intangible Asset Future Amortization ExpenseLeases - Schedule of Lease CostsLeases - Schedule of Cash and Non-Cash Activities Associated with LeasesLeases - Schedule of Future Minimum Lease PaymentsLeases - Schedule of Future Minimum Lease Payments for Operating LeasesGoodwill - Schedule of GoodwillAccounts Payable - Schedule of Accounts PayableNotes Payable - Schedule of Notes PayableOther Current Liabilities - Schedule of Other Current LiabilitiesEmployee Benefit Plans - Schedule of Defined Benefit Plan LiabilitiesEmployee Benefit Plans - Schedule of AssumptionsEmployee Benefit Plans - Schedule of Changes in Fair Value of Plan AssetsEmployee Benefit Plans - Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss)Employee Benefit Plans - Schedule of Changes in Projected Benefit ObligationsEmployee Benefit Plans - Schedule of Future Contributions PayableStockholders' Equity - Schedule of Stock by ClassAccumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive IncomeRevenue - Schedule of Disaggregation of Revenue by Geographic AreasRevenue - Schedule of Disaggregation of Revenue by Geographic AreasRevenue - Schedule of Contract Assets, Deferred Revenue and Contract LiabilityRevenue - Schedule of Remaining Performance ObligationsOther Operating Income - Schedule of Other Operating IncomeStock-Based Compensation - Schedule of Stock Options Valuation AssumptionsStock-Based Compensation - Schedule of Non-Vested Share ActivityStock-Based Compensation - Schedule of Stock Option ActivityStock-Based Compensation - Schedule of Stock-Based Compensation ExpenseNon-Operating Income - Schedule of Non-Operating IncomeNon-Operating Expenses - Schedule of Non-Operating ExpensesIncome Taxes - Schedule of Components of Income before Income TaxesIncome Taxes - Schedule of Income Tax ExpenseIncome Taxes - Schedule of Deferred Tax Assets and Liabilities at the Swiss Statutory RateIncome Taxes - Schedule of Income Tax Expense at the Swiss Statutory RateIncome Taxes - Schedule of Deferred Tax Assets and LiabilitiesIncome Taxes - Schedule of Operating Loss CarryforwardIncome Taxes - Summary of Income Tax ExaminationsSegment Information and Geograhic Data - Schedule of Segment Reporting Information by SegmentSegment Information and Geographic Data - Schedule of Reconciliation of RevenueSegment Information and Geographic Data - Schedule of Reconciliation of AssetsSegment Information and Geographic Data - Schedule of Revenue and Property, Plant and Equipment by GeographyEarnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and DilutedEarnings/(Loss) Per Share - Schedule of Anti-Dilutive Excluded from ComputationEarnings/(Loss) Per Share - Schedule of Dilutive Securities Included in the Computation of Earnings Per ShareRelated Party Transactions [Abstract]Related Parties Disclosure - Schedule of Related Party TransactionsCollaborative Arrangement and Arrangement Other than Collaborative [Table]Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]Operating income/(loss)Working capital deficitDebt Instrument, DescriptionStandby Equity Distribution Agreement Rights, descriptionStandby Equity Distribution Agreement, drawdownsOutstanding availableLine of creditOutstanding facility availableConvertible debtProceeds from convertible debtConvertible debt rights, additional informationUnconverted notes payableProperty, Plant and Equipment [Table]Property, Plant and Equipment [Line Items]Estimated useful livesIntangible assets, useful livesConcentration Risk [Table]Concentration Risk [Line Items]Concentration riskFair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table]Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]Assets, carrying amountAssets, fair valueLiabilities, carrying amountLiabilities, fair valueRepayments of convertible debtDerivative liabilities, beginning balanceFair value of the derivative instrument (conversion option)Gain on derivative recognized as a separate line in the statement of lossGain on derivative recognized as a separate line in the statement of lossDerivative liabilities, ending balanceSchedule of Long-term Debt Instruments [Table]Debt Instrument [Line Items]Maturity dateExercise price, per shareFair value of the derivative component of the conversion optionAmortization of debt discountRestricted cash transfered into cash and cash equivalentsInterest earned on restricted cash accountTrade accounts receivableAllowance for doubtful accountsAccounts receivable from shareholdersAccounts receivable from other related partiesAccounts receivable from underwriters, promoters, and employeesOther accounts receivableTotal accounts receivable net of allowance for doubtful accountsSchedule of Defined Benefit Plans Disclosures [Table]Defined Benefit Plan Disclosure [Line Items]Notes receivableInterest rateOptions pledgedAvailable-for-sale debt security, beginningAvailable-for-sale debt security acquired in the yearChange in unrealized gains related to available-for-sale debt securities recorded in other comprehensive incomeChange in unrealized gains related to available-for-sale debt securities recorded in other comprehensive incomeForeign currency effect on debt security held in Swiss FrancsConversion of available-for-sale debt security in the periodAvailable-for-sale debt security, endingMarketable Securities [Table]Marketable Securities [Line Items]Available-for-sale debt security, payment terms descriptionInterest rateAvailable-for-sale debt security, additional informationPayment on convertible loanAvailable-for-sale debt security, convertible loan descriptionPayment on convertible loanUnrequired funds receivedFair value of convertible debtUnrealized gainCash payment for considerationCash considerationFair value adjustment recognized in non-operating incomeRaw materialsWork in progressTotal inventoriesInventory, Current [Table]Inventory [Line Items]Inventory obsolescenceValue-Added Tax ReceivableAdvanced payment to suppliersDeposits, currentOther current assetsTotal other current assetsLong-term receivable from, and loan, to shareholdersLong-term receivable from, and loan to, other related partiesTotal notes receivable, noncurrentLong-term receivable from, and loan to, other related partiesSchedule of Business Acquisitions, by Acquisition [Table]Business Acquisition [Line Items]Convertible note receivable from WISeKeyGoodwillDeferred tax assetsConvertible loan with WISeKeyDeferred revenueBonds, mortgages and other long-term debtDeferred tax liabilitiesTOTAL NET ASSETSGoodwillTotal considerationFair value of the conversion optionFair value of the NCI put optionTotal non-cash elements of the total considerationDeduction of cash paid in the year 2020Deduction of cash and cash equivalents acquiredCash flow from the acquisition of a business, net of cash and cash equivalents acquiredTotal consideration paidShares acquiredTotal cash disbursementRevenuesNet lossDeferred Tax Credits - Schedule Of Deferred Tax CreditsDeferred research & development tax creditsDeferred other tax creditsTotal deferred tax creditsResearch tax creditsProperty, plant and equipment, grossAccumulated depreciationTotal property, plant and equipment from continuing operations, netDepreciation charge from continuing operations for the yearDepreciation charge from continuing operations for the yearProperty, plant and equipment useful lifeSchedule of Finite-Lived Intangible Assets [Table]Finite-Lived Intangible Assets [Line Items]Total intangible assets subject to amortization, netAccumulated amortizationTotal intangible assets, netAmortization charge for the year to December 31,202220232024202520262027 and beyondAmortization charge from continuing operations for the yearTechnology acquiredRemaining amortization periodAmortization expenseCarrying amount of technology acquiredIntangible asset useful lifeFinance lease cost:Amortization of right-of-use assetsInterest on lease liabilitiesOperating lease cost:Fixed rent expenseShort-term lease costNet lease costCash paid for amounts included in the measurement of lease liabilities:Operating cash flows from finance leasesOperating cash flows from operating leasesFinancing cash flows from finance leasesNon-cash investing and financing activities:Additions to ROU assets obtained from:New finance lease liabilitiesNew operating lease liabilitiesOperating - 2022Short-term - 2022Finance - 2022Total lease payments - 2022Operating - 2023Short-term - 2023Finance - 2023Total lease payments - 2023Operating - 2024Short-term - 2024Total lease payments - 2024Operating - 2025Short-term - 2025Finance - 2025Total lease payments - 2025Operating - 2026 and beyondShort-term - 2026 and beyondFinance - 2026 and beyondTotal lease payments - 2026 and beyondOperating - Total future minimum operating lease paymentsShort-term - Total future minimum short-term lease paymentsFinance - Total future minimum finance lease paymentsTotal Lease Payments - Total future minimum lease paymentsOperating - Less effects of discountsShort-term - Less effects of discountingFinance - Less effects of discountingTotal Lease Payments - Less effects of discountingOperating - Less effects of practical expedientShort-term - Less effects of practical expedientFinance - Less effects of practical expedientTotal Lease Payments - Less effects of practical expedientOperating - Lease liabilities recognizedShort-term - Lease liabilities recognizedFinance - Lease liabilities recognizedTotal Lease Payments - Lease liabilities recognized20222023202420252026 and beyondTotal future minimum operating and short-term lease paymentsLess effects of discountingLease liabilities recognizedNumber of finance leases for IT equipmentNumber of operating leasesNumber of short-term leasesWeighted-average remaining lease term, finance leasesWeighted-average remaining lease term, operating leasesImplicit rate, finance leaseWeighted average discount rate, operating leasesSchedule of Indefinite-Lived Intangible Assets [Table]Indefinite-lived Intangible Assets [Line Items]Goodwill balance as at December 31, 2020Goodwill acquired during the year Accumulated impairment losses Accumulated currency translation adjustmentsGoodwill balance as at December 31, 2021Currency translation expenseSchedule of Equity Method Investments [Table]Schedule of Equity Method Investments [Line Items]Ownership interest, percentWarrant, exercise priceNominal value, per shareInvestmentPayment for equity interest in TarminImpairment lossPrincipal amount, fair valueEquity investment, shares receivedInvestment interest, percentConversion ratioEquity securities, fair valueMarket priceUnrealized loss in fair value of equity securitiesTrade creditorsFactors or other financial institutions for borrowingsAccounts payable to Board MembersAccounts payable to other related partiesAccounts payable to underwriters, promoters, and employeesOther accounts payableTotal accounts payablePayablesShort-term loanShort-term loan from shareholdersTotal notes payableSchedule of Short-term Debt [Table]Short-term Debt [Line Items]Weighted-average interest rateValue-Added Tax payableOther tax payableCustomer contract liability, currentOther current liabilitiesTotal other current liabilitiesLine of Credit Facility [Table]Line of Credit Facility [Line Items]Equity financing commitmentStandby equity distribution agreement, additional informationCommitment feeDebt conversion, shares issuedProceeds received from debtDebt issuance costCredit facility, maximum borrowing capacityMaturity dateInterest rateCredit facility, fee amountPayments of debt issuance costsUnamortized debt discountRemaining loan balanceRepayment of lines of creditCarrying value of debtInterest rateDebt fee, amountConvertible debt balanceDerivative liability component of the conversion optionOptions grantedExercise priceFair value at grant dateFair value at grant date, price per shareFair value of debtFair value of embedded derivative liabilityFair value of warrants at inceptionFrequency of periodic paymentsOriginal debt rolled over into new convertible debtCredit facility, accrued interestConversion price per WISeCoin Security TokensCredit facility, outstandingAvailable term loan draw downsAvailable total term loan draw downsConverted debtCommitment feesAmortization of capitalized costsCommitment fee, percentProceeds from line of creditConvertible debt rightsWarrants issuedExercise priceFair value at grantCumulated fair value of debtDebt discountDeferred chargesUnamortized debt discountLegal expensesCommissionsPrincipal value of initital trancheSubscription feeSubscription fees, shares issuedFair value of shares issued for subscription feeDebt conversion expenseUnamortized debt discountConvertible debt rights, additional informationProceeds from related party debtInterest rateMaturity dateRelated party balanceWages and SalariesSocial security contributionsNet service costsOther components of defined benefit plans, netTotalDiscount rateExpected rate of return on plan assetsSalary increasesFair value of plan assets at start of yearProjected benefit obligation at start of yearSurplus/deficitOpening balance sheet asset/provision (funded status)Reconciliation of benefit obligation during the yearNet Service costInterest expensePlan participant contributionsNet benefits paid to participantsPrior service costsActuarial losses/(gains)Curtailment & SettlementReclassificationsCurrency translation adjustmentDefined benefit obligation - funded plansReconciliation of plan assets during yearEmployer contributions paid over the yearPlan participant contributionsNet benefits paid to participantsInterest incomeReturn in plan assets, excl. amounts included in net interestCurrency translation adjustmentFair value of plan assetsReconcilation to balance sheet end of yearSurplus/deficitClosing balance sheet asset/provision (funded status)Net loss (gain)Unrecognized transition (asset)/obligationPrior service cost/(credit)Amounts recognized in accumulated OCINet loss (gain)Unrecognized transition (asset)/obligationPrior service cost/(credit)DeficitInterest cost/(credit)Expected return on AssetsAmortization on Net (gain)/lossAmortization on Prior service cost/(credit)Settlement / curtailment cost / (credit)Currency translation adjustmentTotal Net Periodic Benefit Cost/(credit)Actuarial (gain)/loss on liabilities due to experienceActuarial gain/loss on liab. from changes to fin. assumpActuarial (gain)/loss on liab. from changes to demo. assumpAsset (gain) / lossPrior service costs for the current periodAmortization on Net (gain)/lossAmortization on Prior service cost/(credit)Currency translation adjustmentTotal gain/loss recognized via OCITotal cashflowCurrency translation adjustmentReconciliation of Net Gain / LossAmount at beginning of yearAmortization during the yearLiability (gain) / lossCurrency translation adjustmentAmount at year-endReconciliation of prior service cost/(credit)Amount at beginning of yearAmortization during the yearCurrency translation adjustmentAmount at year-endDefined Benefit Plan, Expected Future Employer Contributions, Next Fiscal YearExpected future contributions payableSchedule of Stock by Class [Table]Class of Stock [Line Items]Par value per share (in CHF)Total share capitalTotal number of authorized sharesTotal number of conditional sharesTotal number of fully paid-in sharesTotal number of fully paid-in issued shares(1)Total number of fully paid-in outstanding shares(1)Total number of fully paid-in shares held as treasury sharesTreasury share capitalAccumulated other comprehensive incomeTotal net foreign currency translation adjustmentsTotal change in unrealized gains related to available-for-sale debt securitiesTotal defined benefit pension adjustmentTotal adjustment from change in ownershipTotal other comprehensive income/(loss), netTotal change in unrealized gains related to available-for-sale debt securitiesTotal reclassificaton adjustmentsAccumulated other comprehensive incomeTreasury shares, acquiredTreasury stock, acquired, average purchase priceTreasury shares, soldTreasury shares, sold, average sale priceShares repurchasedDisaggregation of Revenue [Table]Disaggregation of Revenue [Line Items]Trade accounts receivablesTotal trade accounts receivablesTotal contract assetsContract liabilities - currentContract liabilities - noncurrentTotal contract liabilitiesDeferred revenueTotal deferred revenueRevenue recognized in the year from amounts included in the deferred revenue of the mPKI and IoTsegments at the beginning of the yearRemaingPerformanceObligationsYearAxis [Axis]Estimated remaining performance obligationRemaining performance obligationOther operating income from related partiesOther operating income - otherTotal other operating incomeRisk-free interest rate used (average)Expected market price volatility, minimumExpected market price volatility, maximumAverage remaining expected life of stock options on WIHN Class A Shares (years)Non-vested optionsWeighted-average grant date fair valueGrantedGrantedVestedVestedVestedNon-vested forfeited or cancelledNon-vested forfeited or cancelledNon-vested forfeited or cancelledNon-vested optionsWeighted-average grant date fair valueOptions outstandingWeighted-average exercise price, outstandingWeighted average remaining contractual termAggregate intrinsic value outstandingOf which vestedOf which vestedWeighted average remaining contractual term, vestedAggregate intrinsic value vestedGrantedExercised or convertedExercised of convertedAggregate intrinsic value exercised or convertedForfeited or cancelledForfeited or cancelledExpiredExpiredForfeited or cancelledExpiredOptions outstandingWeighted-average exercise price, outstandingAggregate intrinsic value outstandingOf which vestedOf which vestedAggregate intrinsic value vestedShare-based compensation expenseStock options, number of allocated sharesOptions, exercise priceOptions, grantedOptions, exercisedStock options, vested dateShare-based compensation expenseShare-based compensation expenseUnrecognized compensation expenseForeign exchange gainFinancial incomeInterest incomeFair value adjustments on convertible loan with aragoOtherTotal non-operating incomeSchedule of Restructuring and Related Costs [Table]Restructuring Cost and Reserve [Line Items]Unrealized gain from fair value adjustmentsNon-operating Expenses - Schedule Of Non-operating ExpensesForeign exchange lossesFinancial chargesInterest expenseImpairment of equity securities at costOtherTotal non-operating expensesOther non-operating expensesOperating Loss Carryforwards [Table]Operating Loss Carryforwards [Line Items]Income/(loss) before income taxIncome tax expense / (income)Net deferred income tax asset /(liability)Deferred income tax assets/(liabilities)Net income/(loss) from continuing operations before income taxStatutory tax rateExpected income tax (expense)/recoveryIncome tax (expense) / recoveryChange in valuation allowancePermanent DifferenceChange in expiration of tax loss carryforwardsStock-based compensationDefined benefit accrualTax loss carry-forwardsNet deferred income tax liabilityDeferred tax liability on change in unrealized gains related to available-for-sale debt securitiesValuation allowanceDeferred tax assets/(liabilities)Deferred tax assets/(liabilities)Operating loss carryforwardTax years subject to examinationIncome tax provisionSchedule of Segment Reporting Information, by Segment [Table]Segment Reporting Information [Line Items]Revenues from external customersIntersegment revenuesInterest revenueInterest expenseDepreciation and amortizationSegment income /(loss) before income taxesProfit / (loss) from intersegment salesOther significant non cash itemsInterest and amortization of debt discount and expenseSegment assetsLoss before income taxesConsolidated total assetsElimination of intersegment receivablesElimination of intersegment investment and goodwillSchedule of Revenues from External Customers and Long-Lived Assets [Table]Revenues from External Customers and Long-Lived Assets [Line Items]Net income / (loss) attributable to WISeKey International Holding AG (USD'000)Effect of potentially dilutive instruments on net gainNet income/(loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instrumentsShares used in net earnings / (loss) per share computation:Weighted average shares outstanding - basicEffect of potentially dilutive equivalent sharesWeighted average shares outstanding - dilutedNet earnings / (loss) per shareBasic weighted average loss per share attributable to WIHN (USD)Diluted weighted average loss per share attributable to WIHN (USD)Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]Total number of shares from dilutive vehicles with anti-dilutive effectTotal number of shares from dilutive vehiclesReceivablesNet expensesNet incomeShare capital% ownershipInterest expenseSubsequent Event [Table]Subsequent Event [Line Items]Conversion of debtConversion of debt, shares issuedOther comprehensive income (loss) gain net of tax.Common Share Capital - Class ACommon Share Capital - Class BShare Subscription in ProgressTotal Stockholders' EquityChanges in treasury shares.Amount of increase (decrease) in additional paid in capital (APIC) resulting from recognition of convertible debt.Amount of increase (decrease) in additional paid in capital (APIC) resulting from recognition of convertible debt.Amount of increase (decrease) in additional paid in capital (APIC) resulting from recognition of debt.Amount of increase (decrease) in additional paid in capital (APIC) resulting from recognition of GTO facility.Amount of increase (decrease) in additional paid in capital (APIC) resulting from recognition of Li facility.Amount of increase (decrease) in additional paid in capital (APIC) resulting from recognition of Anson facility.Number of shares issued during the period as a result of the conversion of convertible securities.Other Non Cash Expenses IncomeIncrease/(Decrease) in deferred revenue, currentIncrease/(Decrease) in deferred revenue, noncurrentPurchase of equity securities.The entire disclosure for notes receivable from employees.The entire disclosure for deferred tax credits.The entire disclosure of equity securities at cost.The entire disclosure of equity securities at fair value.The entire disclosure of indebtedness to related parties, noncurrent.The entire disclosure for the components of non-operating income or non-operating expense, including, but not limited to, amounts earned from dividends, interest on securities, gain (loss) on securities sold, equity earnings of unconsolidated affiliates, gain (loss) on sales of business, interest expense and other miscellaneous income or expense items.The entire disclosure of company updates related to Covid.Disclosure of accounting policy for equity securities.Disclosure of accounting policy for contract assets.Disclosure of accounting policy for deferred revenue.Disclosure of accounting policy for contract liabilities.Disclosure of accounting policy for research tax credits.IoTMultinational Electronics Contract Manufacturing CompanyInternational Packaging Solutions Technology and ChipsNotes Receivable from Related PartiesNotes Receivable, NoncurrentEquity Securities, At CostNotes PayableBonds, Mortgages and Other Long-Term DebtConvertible Note Payable, CurrentConvertible Note Payable, NoncurrentIndebtedness to Related Parties, NoncurrentAvailable-For-Sale Debt SecurityEquity Securities, At Fair ValueThe amount of trade accounts receivable.The amount of accounts receivable from shareholders.The amount of accounts receivable from underwriters, promoters and employees.Available-for-sale securities acquired during period.Conversion of available-for-sale debt security in the period.Tabular disclosure of noncurrent notes receivable.The amount of long-term receivable from and loan to shareholders.The amount of long-term receivable from and loan to other related parties.arago GroupPayment of Nominal Value of arago SharesNCI Put OptionTotal Net Assets of arago Group at AcquisitionTotal Consideration PaidTotal Net Assets AcquiredGoodwill at AcquisitionFair Value of the Convertible LoanTabular disclosure of a material business combination completed during the period, including reconciliation of total consideration for the acquisition to the cash flow statement.The fair value of the conversion option.The fair value of NCI put option.The total non-cash elements of the total consideration.The deduction of cash paid in the year 2020.The deduction of cash and cash equivalents acquired.The cash flow from the acquisition of business, net of cash and cash equivalents acquired.The total consideration.Tabular disclosure of deferred tax credits.Trademarks Not Subject to AmortizationCryptocurrencies Not Subject to AmortizationTotal Intangible Assets Subject to Amortization, NetFinance Lease CostsOperating Lease CostCash Paid for Amounts Included in Measurement of Lease LiabilitiesThe amount of finance lease payments use.Additions to Right-of-Use Assets Obtained FromAmount of lessee's practical expedient obligation for lease payments for operating lease.Amount of lessee's undiscounted obligation for short-term lease payments to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).Amount of lessee's undiscounted obligation for short-term lease payments to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).Amount of lessee's undiscounted obligation for short-term lease payments to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).Amount of lessee's undiscounted obligation for short-term lease payments to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).Amount of lessee's undiscounted obligation for short-term lease payments to be paid in fifth fiscal year and beyond following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).Amount of lessee's undiscounted obligation for short-term lease payments.Amount of lessee's undiscounted obligation for short-term lease payments in excess of discounted obligation.Amount of lessee's practical expedient obligation for short-term lease payments.Present value of lessee's discounted obligation for short-term lease payments.Amount of lessee's practical expedient obligation for finance lease payments.Amount of lessee's undiscounted obligation for lease payment to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).Amount of lessee's undiscounted obligation for lease payment to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).Amount of lessee's undiscounted obligation for lease payment to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).Amount of lessee's undiscounted obligation for lease payment to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).Amount of lessee's undiscounted obligation for lease payment to be paid in fifth year and beyond current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).Amount of lessee's undiscounted obligation for lease payments.Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments.Amount of lessee's practical expedient obligation for lease payments.Present value of lessee's discounted obligation for lease payments.Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.mPKIAIThe amount of accounts payable factors or other financial institutions for current borrowings.The amount of accounts payable and other related parties, current.Tabular disclosure of short-term notes payable.The amount of loans payable to related parties, current.The amount of other current liabilities.The amount of defined benefit plan social security contributions.Retirement Plan AssumptionsFranceIndiaReconciliation of Benefit ObligationsThe amount of service cost on defined benefit plan.The amount of net benefits paid to participants.The amount of prior service costs.The amount employee benefit plans reclassifications.Reconciliation of Plan AssetsThe amount of defined benefit plan assets, interest income.Reconciliation to Balance Sheet, End of YearEstimated amount, before tax, after reclassification adjustment, of (increase) decrease in accumulated other comprehensive income from prior service cost (credit) of defined benefit plan.Amount of estimated unrecognized transition asset (obligation) in net periodic benefit (cost) credit of defined benefit plan.Amount of estimated prior service cost/(credit) of defined benefit plan.Amounts Recognized in Accumulated OCIAmount of prior service cost/(credit) recognized in accumulated other comprehensive income of defined benefit plan.Amount of deficit amounts recognized in acumulated other comprehensive income of defined benefit plan.Amount of foreign currency translation recognized in net periodic benefit cost (credit) of defined benefit plan.Amount of actuarial (gain)/loss on liabilities due to experience recognized in net periodic benefit cost (credit) of defined benefit plan.Amount of actuarial (gain)/loss on liabilities from changes to financial assumptions recognized in net periodic benefit cost (credit) of defined benefit plan.Amount of actuarial (gain)/loss on liabilities from changes to demo. assumptions recognized in net periodic benefit cost (credit) of defined benefit plan.Amount of prior service cost/(credit) recognized in net periodic benefit cost (credit) of defined benefit plan.Amount of currency translation adjustment recognized in net periodic benefit cost (credit) of defined benefit plan.Amount of prior service cost/(credit) recognized in net periodic benefit cost (credit) of defined benefit plan.Amount of employer contributions recognized in net periodic benefit cost (credit) of defined benefit plan.Amount of currency translation adjustment recognized in net periodic benefit cost (credit) of defined benefit plan.Reconciliation of Net Gain / LossAmount of defined benefit plan, net (gain)/loss.Amount of defined benefit plan amortization of net (gain)/loss.Amount of increase (decrease) in plan liabilities of defined benefit plan.Amount of net (gain)/loss in currency translation adjustment of defined benefit plan.Reconciliation of Prior Service Cost/(Credit)Amount of prior service cost/(credit) of defined benefit plan.Amount of prior service cost/(credit) amortization of defined benefit plan.Amount of prior service cost/(credit) currency translation of defined benefit plan.Articles of Association and Swiss Capital CategoriesThe number of common stock conditional shares.The number of common stock fully paid in shares.Amount, after tax, of accumulated gain (loss) from adjustment for change in ownership.Total adjustment from change in ownership.Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.Secure ChipsCertificatesLicenses and IntegrationSaaS, PCS and HostingTrade Accounts ReceivablesAmount due from customers or clients for goods or services that have been delivered or sold in the normal course of business.mPKI and IoTRemaining Performance Obligations - YearYear 2021Year 2022Year 2023Tabular disclosure of other operating income.The amount of other operating income from related parties, the components of which are not separately disclosed on the income statement, from items that are associated with the entity's normal revenue producing operation.The amount of other operating income, the components of which are not separately disclosed on the income statement, from items that are associated with the entity's normal revenue producing operation.Employee Stock Option PlansNon-Employee Stock Option AgreementsForeign currency transaction gain realized.Other nonoperating income.The amount of other components of defined benefit plans, net.The fair value adjustments on convertible loan with arago.The foreign currency transaction loss realized.The amount of financial charges.The amount of other nonoperating expense.Tabular disclosure of the components of net deferred tax asset or liability at the Swiss statutory rate recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.Tabular disclosure of the components of income tax expense at the Swiss statutory rate attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.Tax Year 2027Tax Year 2026Tax Year 2025Tax Year 2024Tax Year 2023Tax Year 2022Tax Year 2028Tax Year 2029Tax Year 2030Tax Year 2031Tax Year 2032Tax Year 2033Tax Year 2034Tax Year 2035Tax Year 2036Tax Year 2037Tax Year 2038Tax Year 2039Tax Year 2040Tax Year 2041VietnamTotal Segment AssetsAmount of intersegment revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).Amount of interest revenue (income derived from investments in debt securities and on cash and cash equivalents) net of interest expense (cost of borrowed funds accounted for as interest).Amount of segment income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.Sum of the carrying amounts as of the balance sheet date of all segment assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.Tabular disclosure of securities included in computation of earnings per share.Country of incorporation.WISeKey SAYear of incorporation% ownershipNature of business.WISeKey Semiconductors SASWiseTrust SAWISeKey ELA SLWISeKey SAARC LtdWISeKey USA IncWISeKey India Private LtdWISeKey IoT Japan KKWISeKey IoT TaiwanWISeCoin AGWISeKey Equities AGWISeKey Semiconductors GmbHWISeKey Arabia - Information Technology LtdTrusteCoin AGarago GmbHarago Da Vinci GmbHarago Technology Solutions Private Ltdarago US Inc.WISeKey Vietnam LtdCarlos MoreiraPhilippe DoubreDavid FergussonEric PellatonJean Philippe LadisaHans-Christian BoosJuan Hernandez ZayasThomas HurlimannDourgam KummerMaryla Shingler-BobbioRoman BrunnerAnthony NagelMaria Pia Aqueveque JabbazPhilippe GerwillGeoffrey LipmanDon TapscottCristina DolanWei WangOISTEIndian Potash LimitedTerra Vetures Inc.Edmund Gibbons LimitedGSP Holdings LtdSAI LLC (SBT Ventures)Related Parties of Carlos MoreiraWorking capital deficitStandyby Equity Distribution Agreement ("SEDA")Additional information about a contractual promise which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total.the "LSI Convertible Facility"the "Nice & Green Facility"the "L1 Facility"The additional information for convertible debt rights.the "L1 First Amendment"The unconverted amount of convertible notes.the "Anson Facility"the "Second Yorkville Convertible Loan"the "Yorkville Convertible Loan"QuoVadisEmployeeThe number of options pledged against employee loan.the "arago First Convertible Loan"Description of payment terms for available-for-sale debt security.Available-for-sale debt security, additional information.Available-for-sale debt security, second convertible loan description.the "arago Second Convertible Loan"the "arago Third Convertible Loan"Repayments on convertible loans.The return of unrequired funds.The cash payment for consideration.The fair value adjustment recognized in non-operating income.Work in ProgressProduction MasksTechnology AcquiredNumber of leases for IT equipmentNumber of operating leases.Number of short-term leases.The implicit rate for finance lease calculated at point in time.The amount of currency translation expense.the "Tarmin Warrant"Nominal value per share or per unit of warrants or rights outstanding."FOSSA"OpenLimit Holding AGEquity investment shares received.ExWorksLending InstitutionUBSAdditional information of the standby equity distribution agreement.the "Yorkville Loan"The carrying amount of convertible debt rolled over into new convertible debt.Conversion price per share into WISeCoin Security Tokens.Available term loan draw downs.Available total term loan draw downs.UBS SA "Covid Loans"Subscription Draw DownsSubscription Draw Downs #1the "Crede Convertible Loan"the "GTO Facility"the "ESOP 1"the "ESOP 2"Employees #2WISeKey SA SharesExternal AdvisorsEmployees and Board MembersEmployees and Board Members #2The date the stock options vested.Employees #3Employees #4Employees #5External Advisors #2the "L1 Facility" Second AmendmentWISeKey ESOPShares acquired at the date of acquisition.Cash consideration for the acquisition.Total cash disbursement.Warrants #1Warrants #2Warrants #3Warrants #4The cumulated fair value of debt.The principal value of initial tranche.The amount of subscription expense.The number of shares issued for subscription expense.The fair value of shares issued for subscription expense.the ("L1 Facility") Initial Tranchethe ("L1 Facility") Accelerated Tranche #1the ("L1 Facility") Accelerated Tranche #2the ("L1 Facility") Accelerated Tranche #3the ("L1 Facility") Accelerated Tranche #4the ("L1 Facility") Accelerated Tranche #5the ("L1 Facility") Accelerated TrancheThe amount of debt conversion expense.the ("Anson Facility") First Amendmentthe ("Anson Facility") Initial Tranchethe ("Anson Facility") Accelerated Tranche #1the ("Anson Facility") Accelerated Tranche #1the ("Anson Facility") Accelerated Tranche #2the ("Anson Facility") Accelerated Tranche #2Description of convertible debt rights.The long-term receivables from and loans to related parties.Amount, after accumulated amortization, of debt discount.The entire disclosure for cash and cash equivalent footnotes, which may include the types of deposits and money market instruments, applicable carrying amounts, restricted amounts and compensating balance arrangements. Cash and equivalents include: (1) currency on hand (2) demand deposits with banks or financial institutions (3) other kinds of accounts that have the general characteristics of demand deposits (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only investments maturing within three months from the date of acquisition qualify.The changes in treasury shares.Amount of increase (decrease) from the effect of exchange rate changes on debt security held in Swiss Francs.Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.Sum of the carrying amounts as of the balance sheet date of all assets that are recognized as elimination of intersegment investment and goodwill.VietnamAmount, after deferred tax asset, of deferred tax liability attributable to taxable differences with jurisdictional netting.Net benefits paid to participants.the ("Anson Facility") Accelerated Tranche #1 [Default Label]the ("Anson Facility") Accelerated Tranche #2 [Default Label]Swiss Federal Tax Administration (FTA) [Member]FRANCEINDIACost of RevenueCost, Depreciation, Amortization and DepletionGross ProfitResearch and 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Distributions to Noncontrolling Interest HoldersExtinguishment of Debt, Gain (Loss), Net of TaxGain (Loss) on Disposition of BusinessDebt Securities, Available-for-sale, Unrealized Gain (Loss)Foreign Currency Transaction Gain (Loss), UnrealizedIncrease (Decrease) in Accounts ReceivableIncrease (Decrease) in InventoriesIncrease (Decrease) in Other Current AssetsIncrease (Decrease) in Deferred ChargesIncrease (Decrease) in Other Noncurrent AssetsNet Cash Provided by (Used in) Operating ActivitiesPayments for (Proceeds from) InvestmentsPayments to Acquire Property, Plant, and EquipmentPayments for (Proceeds from) Businesses and Interest in AffiliatesPayments to Acquire Businesses, Net of Cash AcquiredNet Cash Provided by (Used in) Investing ActivitiesRepayments of DebtPayments for Repurchase of EquityNet Cash Provided by (Used in) Financing ActivitiesCash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate EffectCash, 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Excess AmountLeaseLiabilityUndiscountedExcessAmountOperating Leases, Future Minimum Payments Due, Next Twelve MonthsOperating Leases, Future Minimum Payments, Due in Two YearsOperating Leases, Future Minimum Payments, Due in Three YearsOperating Leases, Future Minimum Payments, Due in Four YearsOperating Leases, Future Minimum Payments DueOtherOtherLiabilitiesCurrentLine of Credit Facility, Expiration DateLine of Credit Facility, Interest Rate During PeriodDebt Instrument, Interest Rate, Stated PercentageUnamortizedDebtDiscountsDebtConversionExpenseDebt Instrument, Unamortized Discount, NoncurrentConvertibleDebtRightsDescriptionRelated Party Transaction, RateRelated Party Transaction, DateEmployee Benefits and Share-based CompensationDefined Benefit Plan, Plan Assets, AmountDefined Benefit Plan, Benefit ObligationDefined Benefit Plan, Funded (Unfunded) Status of PlanDefined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial PositionNetBenefitsPaidToParticipantsPriorServiceCostsDefined Benefit Plan, Accumulated Benefit Obligation, (Increase) Decrease for Settlement and CurtailmentEmployeeBenefitPlansReclassificationsDefined Benefit Plan, Plan Assets, Contributions by EmployerDefined Benefit Plan, Plan Assets, Contributions by Plan ParticipantNetBenefitsPaidToParticipantsReconciliationDefined Benefit Plan, Plan Assets, Increase (Decrease) for Actual Return (Loss)Defined Benefit Plan, Plan Assets, Foreign Currency Translation Gain (Loss)Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), after Reclassification Adjustment, before TaxDefined Benefit Plan, Amortization of Transition Asset 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Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, AmountEffective Income Tax Rate Reconciliation, Nondeductible Expense, AmountEffective Income Tax Rate Reconciliation, Other Adjustments, AmountDeferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation CostIncomeTaxLiabilityDeferredDeferred Tax Liabilities, Unrealized Gains on Trading SecuritiesDeferred Tax Assets, Valuation AllowanceInterest ExpenseInterest Expense, BorrowingsEX-101.PRE
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The basis of accounting the registrant has used to prepare the financial statements included in this filing This can either be 'U.S. GAAP', 'International Financial Reporting Standards', or 'Other'.
Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.
This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.
Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.
Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.
Amount of expense for allocation of cost of tangible and intangible assets over their useful lives, and reduction in quantity of natural resource due to consumption directly used in production of good and rendering of service.
Amount of tax expense (benefit) related to a discontinued operation. Includes, but is not limited to, tax expense (benefit) related to income (loss) from operations during the phase-out period, tax expense (benefit) related to gain (loss) on disposal, tax expense (benefit) related to gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and tax expense (benefit) related to adjustments of a prior period gain (loss) on disposal.
The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
Amount, before tax, of income (loss) attributable to noncontrolling interest. Includes, but is not limited to, income (loss) from continuing operations, discontinued operations and equity method investments.
Amount, before tax, of income (loss) attributable to parent. Includes, but is not limited to, income (loss) from continuing operations, discontinued operations and equity method investments.
Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.
The amount of net income (loss) derived from continuing operations during the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
Amount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.
Per basic share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation.
Per diluted share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation.
Consideration given by issuer of convertible debt to provide an incentive for debt holders to convert the debt to equity securities. The expense is equal to the fair value of all securities and other consideration transferred in the transaction in excess of the fair value of securities issuable pursuant to the original conversion terms.
Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.
Amount, after tax, of reclassification adjustment from accumulated other comprehensive (income) loss for net periodic benefit cost (credit) of defined benefit plan.
Amount, after tax and before adjustment, of unrealized holding gain (loss) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale). Excludes unrealized gain (loss) on investment in debt security measured at amortized cost (held-to-maturity) from transfer to available-for-sale.
The total amount of other operating income, the components of which are not separately disclosed on the income statement, from items that are associated with the entity's normal revenue producing operation.
The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.
Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.
Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), classified as current.
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
Carrying value as of the balance sheet date of long-term debt (with maturities initially due after one year or beyond the operating cycle if longer) identified as Convertible Notes Payable, excluding current portion. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
Carrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
Sum of the carrying amounts as of the balance sheet date of deferred costs capitalized at the end of the reporting period that are expected to be charged against earnings within one year or the normal operating cycle, if longer.
Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting.
Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current.
Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as noncurrent.
Amount, before allocation of a valuation allowances, of deferred tax assets attributable to deductible tax credit carryforwards including, but not limited to, research, foreign, general business, alternative minimum tax, and other deductible tax credit carryforwards.
Portion of the carrying amount as of the balance sheet date of obligations due all related parties that is payable after one year or beyond the normal operating cycle if longer.
Cost of investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI). Excludes equity method investment and investment in equity security without readily determinable fair value.
Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest).
Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
For a classified balance sheet, the carrying amount as of the balance sheet date of the portion of the obligations recognized for the various benefits provided to former or inactive employees, their beneficiaries, and covered dependents after employment but before retirement that is payable after one year (or beyond the operating cycle if longer).
Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.
Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury.
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
Number of common and preferred shares that were previously issued and that were repurchased by the issuing entity and held in treasury on the financial statement date. This stock has no voting rights and receives no dividends.
The increase (decrease) during the period impacting the parent's ownership interest in a subsidiary as it relates to the total (consolidated) equity attributable to the parent. The changes to the parent's ownership interest in a subsidiary represented by this element did not arise in a deconsolidation of the subsidiary from the consolidated financial statements.
Decrease in noncontrolling interest balance from payment of dividends or other distributions by the non-wholly owned subsidiary or partially owned entity, included in the consolidation of the parent entity, to the noncontrolling interest holders.
Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.
Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.
Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.
Amount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
Amount of unrealized gain (loss) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).
The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
The difference between the reacquisition price and the net carrying amount of the extinguished debt recognized currently as a component of income in the period of extinguishment, net of tax.
Amount of gain (loss) from sale and disposal of integrated set of activities and assets capable of being conducted and managed for purpose of providing return in form of dividend, lower cost, or other economic benefit to investor, owner, member and participant.
The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.
The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.
The increase (decrease) during the reporting period in the value of expenditures made during the current reporting period for benefits that will be received over a period of years. Deferred charges differ from prepaid expenses in that they usually extend over a long period of time and may or may not be regularly recurring costs of operation.
The increase (decrease) during the reporting period in the amounts payable to taxing authorities for taxes that are based on the reporting entity's earnings, net of amounts receivable from taxing authorities for refunds of overpayments or recoveries of income taxes.
The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.
Amount of increase (decrease) in obligation for pension benefits. Includes, but is not limited to, defined benefit or defined contribution plans. Excludes other postretirement benefits.
Amount of cash outflow associated with funds that are not available for withdrawal or use (such as funds held in escrow) and are associated with underlying transactions that are classified as investing activities.
Consideration given by issuer of convertible debt to provide an incentive for debt holders to convert the debt to equity securities. The expense is equal to the fair value of all securities and other consideration transferred in the transaction in excess of the fair value of securities issuable pursuant to the original conversion terms.
Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.
Amount of loss from reductions in inventory due to subsequent measurement adjustments, including, but not limited to, physical deterioration, obsolescence, or changes in price levels.
Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
Other cash or noncash adjustments to reconcile net income to cash provided by (used in) operating activities that are not separately disclosed in the statement of cash flows (for example, cash received or cash paid during the current period for miscellaneous operating activities, net change during the reporting period in other assets or other liabilities).
The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt.
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.
The cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.
Amount of cash restricted as to withdrawal or usage, classified as noncurrent. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.
WISeKey International Holding AG, together with
its consolidated subsidiaries (“WISeKey” or the “Group” or the “WISeKey Group”),
has its headquarters in Switzerland. WISeKey International Holding AG, the ultimate parent of the WISeKey Group, was incorporated in December
2015 and is listed on the Swiss Stock Exchange, SIX SAG with the valor symbol “WIHN” since March 2016 and on the NASDAQ Capital
Market exchange with the valor symbol “WKEY” since December 2019.
The Group develops, markets, hosts and supports
a range of solutions that enable the secure digital identification of people, content and objects, by generating digital identities that
enable its clients to monetize their existing user bases and at the same time, expand its own eco-system. WISeKey generates digital identities
from its current products and services in Cybersecurity Services, IoT (internet of Things), Digital Brand Management and Mobile Security.
In 2021, the Group entered the field of Artificial Intelligence (“AI”) with the acquisition of arago GmbH.
The Group leads a carefully planned vertical integration
strategy through acquisitions of companies in the industry. The strategic objective is to provide integrated services to its customers
and also achieve cross-selling and synergies across WISeKey. Through this vertical integration strategy, WISeKey anticipates being able
to generate profits in the near future.
The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
The Group experienced a loss from operations in
this reporting period. Although the WISeKey Group does anticipate being able to generate profits in the near future, this cannot be predicted
with any certainty. The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going
concern.
The Group incurred a net operating loss of USD 26.7
million and had positive working capital of USD 17.8 million as at December 31, 2021, calculated as the difference between
current assets and current liabilities. Based on the Group’s cash projections for the next 12 months to April 30, 2023, it has sufficient
liquidity to fund operations and financial commitments. Historically, the Group has been dependent on equity financing to augment the
operating cash flow to cover its cash requirements. Any additional equity financing may be dilutive to shareholders.
On February 08, 2018 the Group entered into a
Standby Equity Distribution Agreement (“SEDA”) with Yorkville (see Note 27 for detail). Pursuant to the SEDA, Yorkville
commits to provide equity financing to WISeKey in the aggregate amount of up to CHF 50.0 million in exchange for Class B Shares over a
three-year period. Provided that a sufficient number of Class B Shares is provided through share lending, WISeKey has the right to make
drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe for (if the Class B Shares are issued out of authorized
share capital) or purchase (if the Class B Shares are delivered out of treasury) Class B Shares worth up to CHF 5.0 million
by drawdown, subject to certain exceptions and limitations. On March 04, 2020, the SEDA was extended by 24 months to March
31, 2023. In the year 2021, WISeKey made one drawdown for CHF 363,876 (USD 380,568 at historical rate). As at December 31, 2021,
the outstanding equity financing available was CHF 45,643,955.
On May 18, 2020, the Group entered into an Agreement
for the Issuance and Subscription of Convertible Notes (the “Nice & Green Facility”) with Nice & Green SA (“Nice
& Green”) (see Note 27 for detail.) Pursuant to the Nice & Green Facility, Nice & Green commits to subscribe for
up to CHF 10.0 million of interest-free convertible notes, over a two-year period. Subject to a cash redemption right of WISeKey, the
convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12 months from issuance. In year
2021, WISeKey made no subscription. As at December 31, 2021, the outstanding Nice & Green Facility available was CHF 1,083,111
(USD 1,187,876) and there were no unconverted outstanding loan amounts.
Convertible Debt
On June 29,2021, WISeKey entered into an Agreement
for the Subscription of up to $22M Convertible Notes (the “L1 Facility”) with L1 Capital Global Opportunities Master
Fund (“L1”), pursuant to which L1 commits to grant a loan to WISeKey for up to a maximum amount of USD 22 million
divided into tranches of variable sizes, during a commitment period of 24 months ending June 28, 2023. The initial tranche was agreed
in the L1 Facility agreement as USD 11 million to be funded on June 29, 2021 (the “L1 Initial Tranche”).
On September 27, 2021, WISeKey and L1 signed the First Amendment to the Subscription Agreement (the “L1 First Amendment”),
pursuant to which, for the remaining facility, WISeKey has the right to request L1 to subscribe for four “accelerated” note
tranches of up to USD 2,750,000 each or any other amount agreed between the parties (the “L1 Accelerated Tranches”),
at the date and time determined by WISeKey during the commitment period, subject to certain conditions. In 2021, WISeKey made five subscriptions
under the L1 Facility for a total of USD 6 million L1 Accelerated Tranches, in addition to the L1 Initial Tranche of USD 11 million.
As at December 31, 2021, the outstanding L1 Facility available was USD 5 million. Convertible notes in an aggregate amount of
USD 3.5 million remained unconverted.
On June 29,2021, WISeKey entered into an Agreement
for the Subscription of up to $22M Convertible Notes (the “Anson Facility”) with Anson Investments Master Fund LP (“Anson”),
pursuant to which Anson commits to grant a loan to WISeKey for up to a maximum amount of USD 22 million divided into tranches
of variable sizes, during a commitment period of 24 months ending June 28, 2023. The initial tranche was agreed in the Anson Facility
agreement as USD 11 million to be funded on June 29, 2021 (the “Anson Initial Tranche”). On September 27,
2021, WISeKey and Anson signed the First Amendment to the Subscription Agreement, pursuant to which, for the remaining facility, WISeKey
has the right to request Anson to subscribe for four “accelerated” note tranches of up to USD 2,750,000 each or any other
amount agreed between the parties (the “Anson Accelerated Tranches”), at the date and time determined by WISeKey during
the commitment period, subject to certain conditions. In 2021, WISeKey made two subscriptions under the Anson Facility for a total of
USD 5.5 million Anson Accelerated Tranches, in addition to the Anson Initial Tranche of USD 11 million. As at December
31, 2021, the outstanding Anson Facility available was USD 5.5 million. Convertible notes in an aggregate amount of USD 6.7 million
remained unconverted.
The SEDA, the Nice & Green Facility, the L1
Facility and the Anson Facility will be used as a safeguard should there be any additional cash requirements not covered by other types
of funding.
Based on the foregoing, Management believe it
is correct to present these figures on a going concern basis.
The entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
The consolidated financial statements are prepared
in accordance with the Generally Accepted Accounting Principles in the United States of America (“US GAAP”) as set
forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). All amounts are in United States
dollars (“USD”) unless otherwise stated.
Acquisition of arago
On February 1, 2021, the Company acquired arago
GmbH, a private German company, and its affiliates (together, “arago” or the “arago Group”). arago
is a leader in artificial intelligence automation. arago aims to provide the benefits of artificial intelligence to enterprise customers
globally through knowledge automation. arago uses modern technologies such as inference and machine learning in order to automatically
operate the entire IT stack – from heterogeneous environments to individual applications.
The assets, liabilities and results of arago have
been consolidated in the Group’s financial statements from the acquisition date of February 1, 2021.
The entire disclosure for the basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
The consolidated financial statements include
the accounts of WISeKey and its wholly-owned or majority-owned subsidiaries over which the Group has control.
The consolidated comprehensive loss and net loss
of non-wholly owned subsidiaries is attributed to owners of the Group and to the noncontrolling interests in proportion to their relative
ownership interests.
Intercompany income and expenses, including unrealized
gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated.
General Principles of Business Combinations
The Company uses the acquisition method to account
for business combination, in line with ASC Topic 805-10 Business Combinations. Subsidiaries acquired or divested in the course of the
year are included in the consolidated financial statements respectively as of the date of purchase, and up to the date of sale. The consideration
for the acquisition is measured as the fair value of the assets transferred, the liabilities incurred and the equity interests issued
by the Company.
Goodwill is initially measured as the excess of
the aggregate of the consideration transferred and the fair value of non-controlling interests over the net identifiable assets acquired
and liabilities assumed.
Use of Estimates
The preparation of consolidated financial statements
in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. We believe these estimates, judgements
and assumptions are reasonable, based upon information available at the time they were made. These estimates, judgments and assumptions
can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of
revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions
and the actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular
transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas
in which management’s judgment in selecting from available alternatives would not produce a materially different result.
Foreign Currency
In general, the functional currency of a foreign
operation is the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance
sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. The effects of foreign currency
translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income/loss. The
Group's reporting currency is USD.
Cash and Cash Equivalents
Cash consists of deposits held at major banks
that are readily available. Cash equivalents consist of highly liquid investments that are readily convertible to cash and with original
maturity dates of three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities
of these instruments.
Accounts Receivable
Receivables represent rights to consideration
that are unconditional and consist of amounts billed and currently due from customers, and revenues that have been recognized for accounting
purposes but not yet billed to customers. The Group extends credit to customers in the normal course of business and in line with industry
practices.
Allowance for Doubtful Accounts
We recognize an allowance for credit losses to
present the net amount of receivables expected to be collected as of the balance sheet date. The allowance is based on the credit losses
expected to arise over the asset’s contractual term taking into account historical loss experience, customer-specific data as well
as forward looking estimates. Expected credit losses are estimated individually.
Accounts receivable are written off when deemed
uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries, which are not to exceed the
amount previously written off, are considered in determining the allowance balance at the balance sheet date.
Inventories
Inventories are stated at the lower of cost or
net realizable value. Costs are calculated using standard costs, approximating average costs. Finished goods and work-in-progress inventories
include material, labor and manufacturing overhead costs. The Group records write-downs on inventory based on an analysis of obsolescence
or a comparison to the anticipated demand or market value based on a consideration of marketability and product maturity, demand forecasts,
historical trends and assumptions about future demand and market conditions.
Property, Plant and Equipment
Property, Plant and Equipment
Minimum
Maximum
Property, plant and equipment are stated at
cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives which
range from 1 to 5 years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or
the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable.
Intangible Assets
Intangible Assets
Those intangible assets that are considered to
have a finite useful life are amortized over their useful lives, which generally range from 1 to 14 years. Each period we evaluate the
estimated remaining useful lives of intangible assets and whether events or changes in circumstances require a revision to the remaining
periods of amortization or that an impairment review be carried out.
Intangible assets with indefinite lives are not
amortized but are subject to annual reviews for impairment.
Leases
In line with ASC 842, the Group, as a lessee,
recognizes right-of-use assets and related lease liabilities on its balance sheet for all arrangements with terms longer than twelve months,
and reviews its leases for classification between operating and finance leases. Obligations recorded under operating and finance leases
are identified separately on the balance sheet. Assets under finance leases and their accumulated amortization are disclosed separately
in the notes. Operating and finance lease assets and operating and finance lease liabilities are measured initially at an amount equal
to the present value of minimum lease payments during the lease term, as at the beginning of the lease term.
We have elected the short-term lease practical expedient
whereby we do not present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at
lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise.
We have also elected the practical expedients related
to lease classification of leases that commenced before the effective date of ASC 842.
We adopted ASC 842 as of January 01, 2019 using the
cumulative effect adjustment approach. Accordingly, previously reported financial statements, including footnote disclosures, have not
been restated to reflect the application of the new standard to all comparative periods presented.
Goodwill and Other Indefinite-Lived Intangible
Assets
Goodwill and other indefinite-lived intangible
assets are not amortized, but are subject to impairment analysis at least once annually.
Goodwill is allocated to the reporting unit in
which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that
operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. We review our goodwill
and indefinite lived intangible assets annually for impairment, or sooner if events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. We use October 1st as our annual impairment test measurement date.
In line with ASC 830, the goodwill balance is
recorded in the functional currency of the acquired business and translated at each period end with the exchange rate impact booked into
other comprehensive income.
Equity Securities
Equity securities are any security representing
an ownership interest in an entity or the right to acquire or dispose of an ownership interest in an entity at fixed or determinable prices,
in accordance with ASC 321, i.e., investments that do not qualify for accounting as a derivative instrument, an investment in consolidated
subsidiaries, or an investment accounted for under the equity method.
We account for these investments in equity securities
at fair value at the reporting date, except for those investments without a readily determinable fair value where we have elected the
measurement at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for
the identical or a similar investment of the same issuer, in line with ASC 321. Changes in fair value are accounted for in the income
statement as a non-operating income/expense.
Available-for-sale debt securities
Available-for-sale debt securities are investments
in debt securities that have readily determinable fair values and are not classified as trading securities or as held-to-maturity securities.
We account for these investments in available-for-sale
debt securities at fair value at the reporting date and subject to impairment testing. Other than impairment losses, unrealized gains
and losses are reported, net of the related tax effect, in other comprehensive income as change in unrealized gains related to available-for-sale
debt securities.
Revenue Recognition
WISeKey’s policy is to recognize revenue
to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. To achieve that core principle, WISeKey applies the following steps:
-
Step 1: Identify the contract(s) with a customer.
-
Step 2: Identify the performance obligations in the contract.
-
Step 3: Determine the transaction price.
-
Step 4: Allocate the transaction price to the performance obligations in the contract.
-
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
Revenue is measured based on the consideration
specified in a contract with a customer and excludes amounts collected on behalf of third parties. We typically allocate the transaction
price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised
in the contract. If a standalone price is not observable, we use estimates.
The Group recognizes revenue when it satisfies
a performance obligation by transferring control over goods or services to a customer. The transfer may be done at a point in time (typically
for goods) or over time (typically for services). The amount of revenue recognized is the amount allocated to the satisfied performance
obligation. For performance obligations satisfied over time, the revenue is recognized over time, most frequently on a prorata temporis
basis as most of the services provided by the Group relate to a set performance period.
If the Group determines that the performance obligation
is not satisfied, it will defer recognition of revenue until it is satisfied.
We present revenue net of sales taxes and any
similar assessments.
The Group delivers products and records revenue
pursuant to commercial agreements with its customers, generally in the form of an approved purchase order or sales contract.
Where products are sold under warranty, the customer
is granted a right of return which, when exercised, may result in either a full or partial refund of any consideration received, or a
credit that can be applied against amounts owed, or that will be owed, to WISeKey. For any amount received or receivable for which we
do not expect to be entitled to because the customer has exercised its right of return, we recognize those amounts as a refund liability.
Contract Assets
Contract assets consists of accrued revenue where
WISeKey has fulfilled its performance obligation towards the customer but the corresponding invoice has not yet been issued. Upon invoicing,
the asset is reclassified to trade accounts receivable until payment.
Deferred Revenue
Deferred revenue consists of amounts that have
been invoiced and paid but have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12-month
period is recorded as current and the remaining deferred revenue recorded as non-current. This would relate to multi-year certificates
or licenses.
Contract Liability
Contract liability consists of either:
-
amounts that have been invoiced and not yet paid, nor recognized as revenue. Upon payment, the liability
is reclassified to deferred revenue if the amounts still have not been recognized as revenue. Contract liability that will be realized
during the succeeding 12-month period is recorded as current and the remaining contract liability recorded as non-current. This would
relate to multi-year certificates or licenses.
-
advances from customers not supported by invoices.
Sales Commissions
Sales commission expenses where revenue is recognized
are recorded in the period of revenue recognition.
Cost of Sales and Depreciation of Production
Assets
Our cost of sales consists primarily of expenses
associated with the delivery and distribution of our services and products. These include expenses related to the license to the Global
Cryptographic ROOT Key, the global Certification authorities as well as the digital certificates for people, servers and objects, expenses
related to the preparation of our secure elements and the technical support provided on the Group's ongoing production and on the ramp-up
phase, including materials, labor, test and assembly suppliers, and subcontractors, freights costs, as well as the amortization of probes,
wafers and other items that are used in the production process. This amortization is disclosed separately under depreciation of production
assets on the face of the income statement.
Research and Development and Software Development
Costs
All research and development costs and software
development costs are expensed as incurred.
Advertising Costs
All advertising costs are expensed as incurred.
Pension Plan
The Group maintains three defined benefit post
retirement plans:
-
one that covers all employees working for WISeKey SA in Switzerland,
-
one that covers all employees working for WISeKey International
Holding Ltd in Switzerland, and
-
one for the French employees of WISeKey Semiconductors SAS.
In accordance with ASC 715-30, Defined Benefit
Plans – Pension, the Group recognizes the funded status of the plan in the balance sheet. Actuarial gains and losses are recorded
in accumulated other comprehensive income / (loss).
Stock-Based Compensation
Stock-based compensation costs are recognized
in earnings using the fair-value based method for all awards granted. Fair values of options and awards granted are estimated using a
Black-Scholes option pricing model. The model’s input assumptions are determined based on available internal and external data sources.
The risk-free rate used in the model is based on the Swiss treasury rate for the expected contractual term. Expected volatility is based
on historical volatility of WIHN Class B Shares.
Compensation costs for unvested stock options
and awards are recognized in earnings over the requisite service period based on the fair value of those options and awards at the grant
date.
Nonemployee share-based payment transactions are
measured by estimating the fair value of the equity instruments that an entity is obligated to issue and the measurement date will be
consistent with the measurement date for employee share-based payment awards (i.e., grant date for equity-classified awards).
Income Taxes
Taxes on income are accrued in the same period
as the revenues and expenses to which they relate.
Deferred taxes are calculated on the temporary
differences that arise between the tax base of an asset or liability and its carrying value in the balance sheet of our companies prepared
for consolidation purposes, with the exception of temporary differences arising on investments in foreign subsidiaries where WISeKey has
plans to permanently reinvest profits into the foreign subsidiaries.
Deferred tax assets on tax loss carry-forwards
are only recognized to the extent that it is “more likely than not” that future profits will be available and the tax loss
carry-forward can be utilized.
Changes to tax laws or tax rates enacted at the
balance sheet date are taken into account in the determination of the applicable tax rate provided that they are likely to be applicable
in the period when the deferred tax assets or tax liabilities are realized.
WISeKey is required to pay income taxes in a number
of countries. WISeKey recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that
the position will be sustained on examination by the tax authorities. The benefit recognized is the largest amount of tax benefit that
is greater than 50 percent likely of being realized on settlement with the tax authority, assuming full knowledge of the position and
all relevant facts. WISeKey adjusts its recognition of these uncertain tax benefits in the period in which new information is available
impacting either the recognition or measurement of its uncertain tax positions.
Research Tax Credits
Research tax credits are provided by the French
government to give incentives for companies to perform technical and scientific research. Our subsidiary WISeKey Semiconductors SAS is
eligible to receive such tax credits.
These research tax credits are presented as a
reduction of Research & development expenses in the income statement when companies that have qualifying expenses can receive such
grants in the form of a tax credit irrespective of taxes ever paid or ever to be paid, the corresponding research and development efforts
have been completed and the supporting documentation is available. The credit is deductible from the entity’s income tax charge
for the year or payable in cash the following year, whichever event occurs first. The tax credits are included in noncurrent deferred
tax credits in the balance sheet in line with ASU 2015-17.
Earnings per Share
Basic earnings per share are calculated using
WISeKey International Holding AG’s weighted-average outstanding WIHN Class B Shares. When the effects are not antidilutive, diluted
earnings per share is calculated using the weighted-average outstanding WIHN Class B Shares and the dilutive effect of stock options as
determined under the treasury stock method.
Segment Reporting
Following the acquisition of arago, our chief
operating decision maker, who is also our Chief Executive Officer, requested changes in the information that he regularly reviews for
purposes of allocating resources and assessing budgets and performance. As a result, beginning in fiscal year 2021, we report our financial
performance based on a new segment structure described in Note 39. There was no restatement of prior periods due to changes in reported
segments.
Recent Accounting Pronouncements
Adoption of new FASB Accounting Standard in
the current year – Prior-Year Financial Statements not restated:
As of January 1, 2021, the Group adopted ASU 2018-14,
Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes
to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for employers that sponsor defined
benefit pension or other postretirement plans.
ASU 2018-14 deletes the following disclosure requirements:
The amounts in accumulated other comprehensive
income expected to be recognized as components of net periodic benefit cost over the next fiscal year; the amount and timing of plan assets
expected to be returned to the employer; related party disclosures about the amount of future annual benefits covered by insurance and
annuity contracts and significant transactions between the employer or related parties and the plan. The effects of a one-percentage-point
change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit
costs and (b) benefit obligation for postretirement health care benefits.
ASU 2018-14 adds/clarifies disclosure requirements
related to the following:
The weighted-average interest crediting rates
for cash balance plans and other plans with promised interest crediting rates; An explanation of the reasons for significant gains and
losses related to changes in the benefit obligation for the period; The projected benefit obligation (PBO) and fair value of plan assets
for plans with PBOs in excess of plan assets; The accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs
in excess of plan assets. There was no material impact on the Group's results upon adoption of the standard.
As of January 1, 2021, The Group also adopted
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (the ASU), as part of its overall simplification initiative
to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided
to users of financial statements, which amendments primarily impact ASC 740, Income Taxes, and
may impact both interim and annual reporting periods.
It eliminates the need for an organization to
analyze whether the following apply in a given period:
·
Exception to the incremental approach for intraperiod tax allocation; Exceptions to accounting for basis differences when there are
ownership changes in foreign investments; Exception in interim period income tax accounting for year-to-date losses that exceed anticipated
losses.
The ASU also improves financial statement preparers’
application of income tax-related guidance and simplifies GAAP for:
·
Franchise taxes that are partially based on income; Transactions with a government that result in a step up in the tax basis of goodwill;
Separate financial statements of legal entities that are not subject to tax; Enacted changes in tax laws in interim periods.
There was no material impact on the Group's results
upon adoption of the standard.
As of January 1, 2021, the Group also adopted
ASU 2020-01, Investments- Equity securities (Topic 321), Investments – equity method and joint ventures (Topic 323), and derivatives
and hedging (topic 815), which provides additional guidance as a result of the adoption of ASU 2016-01, which added Topic 321, Investments
– Equity Securities and provided an entity with the option to measure certain equity securities without a readily determinable fair
value at cost, minus impairment. ASU 2020-01 amended the current guidance. In particular, the FASB clarified that entities seeking to
apply the measurement alternative found in Topic 321 should first consider whether there are observable transactions that would require
the reporting entity to either apply or discontinue the equity method of accounting in accordance with Topic 323. With respect to certain
forward contracts and purchase options, the FASB explained an entity should not consider whether the underlying securities would be accounted
for under Topic 323, or the fair value option found in Topic 825 upon the settlement of the contract or purchase option. Entities should
instead consider the characteristics of these contracts and options based on the guidance found in 815-10-15-141 to determine the appropriate
accounting treatment.
There was no material impact on the Group's results
upon adoption of the standard.
As of January 1, 2021, the Group also adopted
ASU 2020-10, Codification improvements, which further clarify and improve the Codification by codifying all guidance that requires or
provides the option for an entity to disclose information within the footnotes. This clarification is meant to reduce the likelihood of
a preparer missing required disclosure requirements. While the amendments do not introduce new topics or subtopics or change existing
GAAP, all entities should review the changes found in the ASU to assess the impact it may have on their financial reporting requirements.
There was no material impact on the Group's results
upon adoption of the standard.
New FASB Accounting Standard to be adopted
in the future:
In August 2020, the FASB issued Accounting Standards
Update (ASU) no 2020-06, 'Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.
Summary: ASU 2020-06 simplifies accounting for
convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments
will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate
accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify
for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings
per share (EPS) calculation in certain areas.
Effective Date: ASU No. 2020-06 is effective for
public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to
be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim
periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15,
2023, including interim periods within those fiscal years. Early adoption will be permitted.
The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.
In May 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified
Written Call Options — a consensus of the FASB Emerging Issues Task Force.
Summary: The ASU provides a principles-based framework
to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. This Update is
to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written
call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this Update affect
all entities that issue freestanding written call options that are classified in equity.
Effective Date: ASU No. 2021-04 is effective for
fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments
prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted.
The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.
In October 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers.
Summary: The ASU amends ASC 805 to “require
acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.”
Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. ASU 2021-08 requires contract assets
and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance
with ASC 606 (meaning the acquirer should assume it has entered the original contract at the same date and using the same terms as the
acquiree). This new ASU applies to contract assets and contract liabilities acquired in a business combination and to other contracts
that directly/indirectly apply the requirements of ASC 606.
Effective Date: ASU No. 2021-08 is effective for
public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity
should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted.
The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.
In November 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.
Summary: The ASU provides an update to increase
the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance,
and the effect of the assistance on an entity’s financial statements. ASC 832 requires the following disclosures in the notes, information
about the nature of the transactions, the accounting policies used to account for the transactions, and balance sheet and income statement
affected by the transactions. The duration, commitments, provisions, and other contingencies are required to disclose.
Effective Date: ASU No. 2021-10 is effective for
fiscal years beginning after December 15, 2021. Early adoption is permitted.
The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.
Financial instruments that are potentially subject
to credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Our cash is held with large financial institutions.
Management believes that the financial institutions that hold our investments are financially sound and accordingly, are subject to minimal
credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits.
The Group sells to large, international customers
and, as a result, may maintain individually significant trade accounts receivable balances with such customers during the year. We generally
do not require collateral on trade accounts receivable. Summarized below are the clients whose revenue were 10% or higher than the respective
total consolidated net sales for fiscal years 2021, 2020 or 2019, and the clients whose trade accounts receivable balances were 10% or
higher than the respective total consolidated trade accounts receivable balance for fiscal years 2021 and 2020:
Revenue
Receivables
Revenue concentration
(% of total net sales)
Receivables concentration
(% of total accounts receivable)
12 months ended December 31,
As at December 31,
2021
2020
2019
2021
2020
IoT operating segment
Multinational electronics contract manufacturing company
10%
18%
12%
13%
14%
International packaging solutions, technology and chips
The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.
ASC 820 establishes a three-tier fair value hierarchy
for measuring financial instruments, which prioritizes the inputs used in measuring fair value. These tiers include:
·
Level 1, defined as observable inputs such as quoted prices in active markets;
·
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly
observable; and
·
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an
entity to develop its own assumptions.
Level 3
Level 1
Accounts Receivable
Accounts Payable
Derivative Liabilities, Current
As at December 31, 2021
As at December 31, 2020
Fair
USD'000
Carrying amount
Fair value
Carrying amount
Fair value
value level
Note
ref.
Nonrecurring fair value measurements
Accounts receivable
3,261
3,261
2,900
2,900
3
9
Notes receivable from employees and related parties
68
68
37
37
3
10
Notes receivable, noncurrent
190
190
183
183
3
14
Equity securities, at cost
501
501
—
—
3
21
Accounts payable
16,448
16,448
13,099
13,099
3
24
Notes payable
6,249
6,249
4,115
4,115
3
25
Bonds, mortgages and other long-term debt
458
458
646
4,115
3
27
Convertible note payable, current
—
—
5,633
5,633
3
27
Convertible note payable, noncurrent
9,049
9,049
3,710
3,710
3
27
Indebtedness to related parties, noncurrent
2,395
2,395
—
—
3
28
Recurring fair value measurements
Available-for-sale debt security
—
—
9,190
9,190
1
11
Equity securities, at fair value
1
1
301
301
1
22
In addition to the methods and assumptions we
use to record the fair value of financial instruments as discussed in the Fair Value Measurements section above, we used the following
methods and assumptions to estimate the fair value of our financial instruments:
-
Accounts receivable – carrying amount approximated fair value due to their short-term nature.
-
Notes receivable from related parties – carrying amount approximated fair value due to their short-term
nature.
-
Notes receivable, noncurrent- carrying amount approximated fair value because time-value considerations
are immaterial to the accounts.
-
Equity securities, at cost - no readily determinable fair value, measured at cost minus impairment.
-
Accounts payable – carrying amount approximated fair value due to their short-term nature.
-
Notes payable – carrying amount approximated fair value due to their short-term nature.
-
Convertible note payable current and noncurrent- carrying amount approximated fair value.
-
Indebtedness to related parties, noncurrent - carrying amount approximated fair value.
-
Available-for-sale debt security - fair value remeasured as at reporting period.
-
Equity securities, at fair value - fair value remeasured as at reporting period.
Derivative liabilities
In 2021, the Group held one derivative instrument
which was measured at estimated fair value on a recurring basis and linked to the conversion option originally embedded in the convertible
loan signed with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LLC (“Yorkville”) on June 27, 2019 (the
“First Yorkville Convertible Loan”) and modified on March 04, 2020 when WISeKey entered into a new convertible loan
agreement with Yorkville (the “Second Yorkville Convertible Loan”) (see Note 27).
The Second Yorkville Convertible Loan had a maturity
date of April 30, 2021. It contained a conversion option into WIHN Class B shares at the election of the Yorkville covering any amount
outstanding (principal and/or interests) that may be settled. The exercise price was set at CHF 3.00 with antidilution provision adjustments
as further described in Note 27.
In line with ASU 2014-16, both the First Yorkville
Convertible Loan and the Second Yorkville Convertible Loan were assessed as a hybrid instrument, being a debt instrument with an equity-linked
component (the conversion option). Per ASC 815-10, the embedded conversion option met the definition of a derivative and was accounted
for separately.
The hosting debt instruments were recorded using
the residual method.
The derivative component (the conversion option)
was fair valued using a binomial lattice model, building in quoted market prices of WIHN Class B Shares on the SIX Swiss Stock Exchange,
and inputs such as time value of money, volatility, and risk-free interest rate. It was valued at inception of the First Yorkville Convertible
Loan on June 27, 2019 at USD 257,435 and revalued at fair value at each reporting date in line with ASC 815-15-30-1. At inception of the
Second Yorkville Convertible Loan on March 04, 2020, following the modification accounting detailed in Note 25, the derivative liability
was fair valued at USD nil.
In 2020, WISeKey made several repayments in cash
of the First Yorkville Convertible Loan and the Second Yorkville Convertible Loan, which did not result in any gain or loss on derivative
because the derivative was fair valued at USD nil at all repayment and reporting dates.
In the six months to June 30, 2021, WISeKey made
four repayments in cash of the Second Yorkville Convertible Loan as per below. These repayments did not result in any gain or loss on
derivative because the derivative was fair valued at USD nil at all repayment and reporting dates.
-
On January 4, 2021, WISeKey repaid USD 250,000 of the principal.
-
On January 29, 2021, WISeKey repaid USD 250,000 of the principal.
-
On February 28, 2021, WISeKey repaid USD 250,000 of the principal.
-
On April 15, 2021, WISeKey repaid USD 373,438 of the principal.
-
On June 30, 2021, WISeKey repaid the remaining principal balance
of USD 569,541 in full.
As a result, the loan was fully repaid as at December
31, 2021.
The derivative component was measured at fair
value at December 31, 2021 at USD nil.
In the year ended December 31, 2021, WISeKey recorded
in the income statement, a net gain on derivative of USD nil and a net debt discount amortization expense of USD 82,560.
Derivative liabilities
USD'000
Balance as at December 31, 2019
44
Fair value of the derivative instrument (conversion option)
—
Gain on derivative recognized as a separate line in the statement of loss
(44
)
Balance as at December 31, 2020
—
Fair value of the derivative instrument (conversion option)
—
Gain on derivative recognized as a separate line in the statement of loss
The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
On January 16, 2021, as per the terms of the SPA
relating to the sale of WISeKey (Bermuda) Holding Ltd and its affiliates to Digicert Inc,, USD 2.0 million of the consideration retained
on an escrow account was released to WISeKey, thereby transferring from restricted cash current into cash and cash equivalents. The funds
were received on January 29, 2021, together with USD 46,557 interest earned on the restricted cash account until its release.
The entire disclosure for cash and cash equivalent footnotes, which may include the types of deposits and money market instruments, applicable carrying amounts, restricted amounts and compensating balance arrangements. Cash and equivalents include: (1) currency on hand (2) demand deposits with banks or financial institutions (3) other kinds of accounts that have the general characteristics of demand deposits (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only investments maturing within three months from the date of acquisition qualify.
Restricted cash as at December 31, 2021 relates
to the capital subscription of a new group entity which had not yet been incorporated as at December 31, 2021.
The entire disclosure for cash and cash equivalent footnotes, which may include the types of deposits and money market instruments, applicable carrying amounts, restricted amounts and compensating balance arrangements. Cash and equivalents include: (1) currency on hand (2) demand deposits with banks or financial institutions (3) other kinds of accounts that have the general characteristics of demand deposits (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only investments maturing within three months from the date of acquisition qualify.
The breakdown of the accounts receivable balance
is detailed below:
Accounts Receivable - Schedule of Accounts
Receivable
As at December 31,
As at December 31,
USD'000
2021
2020
Trade accounts receivable
3,078
2,608
Allowance for doubtful accounts
(68
)
(42
)
Accounts receivable from shareholders
—
14
Accounts receivable from other related parties
129
95
Accounts receivable from underwriters, promoters, and employees
5
1
Other accounts receivable
117
224
Total accounts receivable net of allowance for doubtful accounts
3,261
2,900
As at December 31, 2021, accounts receivable from
other related parties consisted of a receivable from OISTE in relation to the facilities and personnel hosted by WISeKey SA on behalf
of OISTE. (see Note 42).
As at December 31, 2021, the notes receivable
from employees and related parties consisted of a loan to an employee for CHF 61,818 (USD 67,798). The loan bears an interest
rate of 0.5% per annum. The loan and accrued interest were initially to be repaid in full on or before December 31, 2021, extended to
December 31, 2022. In exchange for the loan, the employee has pledged the 60,000 ESOP options that he holds on WIHN Class B Shares (see
Note 35).
On August 11, 2020, WISeKey entered into a convertible
loan agreement with arago (the “arago First Convertible Loan”), a private German company leader in artificial intelligence
automation, to acquire 5% of arago’s fully diluted share capital against an investment of CHF 5 million to be paid in five
monthly installments of CHF 1 million starting August 12, 2020. The arago First Convertible Loan bore an interest of 5% per
annum, did not contain any lender’s fees, and had no maturity date. WISeKey or arago could request conversion of the arago First
Convertible Loan into arago shares representing 5% of arago’s fully diluted share capital provided that either the full CHF 5 million
was paid by WISeKey or that WISeKey had terminated the agreement. On August 12, 2020, WISeKey made an initial payment of CHF 1 million.
On September 10, 2020, WISeKey terminated the arago First Convertible Loan and signed a new convertible loan agreement with arago on September
18, 2020 (the “arago Second Convertible Loan”).
Per arago Second Convertible Loan, WISeKey intended
to acquire 5% of arago’s fully diluted share capital against an investment of CHF 5 million made up of the CHF 1 million
paid on August 12, 2020, and four monthly installments of CHF 1 million starting September 18, 2020. The arago Second
Convertible Loan bore an interest of 5% per annum, did not contain any lender’s fees, and had no maturity date. WISeKey or arago
could request conversion of the arago Second Convertible Loan into arago shares representing 5% of arago’s fully diluted share capital
once the full CHF 5 million was paid by WISeKey, or, should WISeKey terminate the agreement, the conversion shall take place
within the next financing round of arago. On September 21, 2020, WISeKey made a payment of CHF 1 million. On October 09, 2020,
WISeKey terminated the arago Second Convertible Loan and signed a new convertible loan agreement with arago on November 18, 2020 (the
“arago Third Convertible Loan”).
Per arago Third Convertible Loan, WISeKey intended
to acquire 51% of arago’s fully diluted share capital, instead of the 5% previously negotiated under the arago First Convertible
Loan and arago Second Convertible Loan, in exchange for (i) an investment of CHF 5 million made up of the CHF 1 million
paid on August 12, 2020, the CHF 1 million paid on September 21, 2020, and three monthly installments of CHF 1 million
starting November 20, 2020 subject to adjustment in accordance with arago’s working capital needs, and (ii) a guarantee on
arago’s existing indebtedness. The arago Third Convertible Loan bore an interest of 5% per annum, did not contain any lender’s
fees, and had no maturity date. WISeKey could request conversion of the arago Third Convertible Loan into arago shares representing 51%
of arago’s fully diluted share capital at any time provided that the full CHF 5 million was paid by WISeKey and that WISeKey
paid the nominal value of the newly issued shares in cash. In case WISeKey had not exercised its conversion right by December 31, 2020,
arago could request the conversion at any time.
To determine the appropriate accounting treatment
for our convertible debt investment, WISeKey performed a variable interest entity (“VIE”) analysis and concluded that arago
does not meet the definition of a VIE. After WISeKey reviewed all of the terms of the investment, WISeKey concluded the appropriate accounting
treatment to be that of an available-for-sale debt security.
The investment was carried at fair value with
unrealized holding gains and losses excluded from earnings and reported in other comprehensive income. WISeKey estimated the fair value
of the investment at each reporting date by utilizing an option pricing model, as well as a present value of expected cash flows from
the debt security utilizing the risk-free rate and the estimated credit spread as of the valuation date as the discount rate. The valuation
analysis utilized certain key assumptions such as the estimated credit spread, the expected life of the option, and the valuation of arago
all of which were significant unobservable inputs and thus represented a Level 3 measurement within the fair value hierarchy. The use
of alternative estimates and assumptions could increase or decrease the estimated fair value of the investment, which would result in
different impacts to WISeKey’s consolidated balance sheet and comprehensive income. Actual results may differ from estimates. The
fair value of the convertible debt investment was recorded in debt securities, at fair value on the consolidated balance sheets.
On January 18, 2021, WIHN exercised its right
to convert the loan into 51% of arago’s share capital and 51% of the voting rights associated with arago’s share capital,
calculated on a fully diluted basis, taking into consideration the impact of any unexercised share options or other capital instruments
convertible into or exchangeable or exercisable for arago shares.
The acquisition date was February 1, 2021 (see
Note 14 for details). As at February 1, 2021, WIHN had funded CHF 3.4 million out of the CHF 5 million convertible
loan:
-
CHF 1,000,000 on August 12, 2020;
-
CHF 1,000,000 on September 21, 2020;
-
CHF 600,000 on November 20, 2020;
-
CHF 400,000 on December 01, 2020;
-
CHF 400,000 on December 22, 2020 out of which arago returned EUR 300,000 (CHF 324,708 at historical rate)
unrequired funds on December 30, 2020; and
-
EUR 300,000 on January 04, 2021.
The fair value of the arago Third Convertible
Loan was measured as at February 01, 2021 as USD 11,166,432 for the business combination accounting. The loan fair value was included
in the consideration paid for the acquisition and, in line with ASC 320-10-40-2, the total amount of CHF 6,546,964 (USD 7,349,602
at historical rate) recorded in other comprehensive income, representing the unrealized gain up to the date of acquisition, was reversed
into non-operating income. The remaining CHF 1,600,000 (USD 1,796,155 at historical rate) cash payment part of the CHF 5 million
cash consideration was settled after February 01, 2021 but was already taken into account as at February 01, 2021 in
the fair value measurement of the Third Convertible Loan; it was therefore recorded in the income statement in non-operating income as
a deduction from the unrealized gain reversed into non-operating income. As a result, a net income of CHF 4,946,964 (USD 5,553,447
at historical rate) was recorded in non-operating income in relation to fair value adjustment on the Third Convertible Loan. See Note
15 for details on the business combination accounting.
The following table sets forth the changes in
the balance of the convertible debt investment for the years ended December 31, 2019, 2020 and 2021.
Available-For-Sale Debt Security -
Schedule of Debt Securities Available-For-Sale
Available-for-sale debt security
USD'000
Balance as at December 31, 2019
—
Available-for sale debt security acquired in the year
3,805
Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income
5,385
Balance as at December 31, 2020
9,190
Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income
1,965
Foreign currency effect on debt security held in Swiss Fancs
11
Conversion of available-for-sale debt security in the period
In the years ended December 31, 2021, 2020 and
2019, the Group recorded inventory obsolescence charges in the income statement of respectively USD 57,302, USD 156,188 and
USD 26,249 on raw materials, and USD 404,509, USD 301,215 and USD 508,938 on work in progress.
The entire disclosure for inventory. Includes, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the classes of inventory, and the nature of the cost elements included in inventory.
Notes receivable, noncurrent consisted of the
following:
Notes Receivable, Noncurrent - Schedule
of Notes Receivable, Noncurrent
As at December 31,
As at December 31,
USD'000
2021
2020
Long-term receivable from, and loan, to shareholders
187
144
Long-term receivable from, and loan to, other related parties
3
39
Total notes receivable, noncurrent
190
183
As at December 31, 2021, noncurrent notes receivable
were made up of:
-
several loans to employees who are shareholders in relation to the outstanding employee social charges
and tax deducted at source for the exercise of their ESOP options (see Note 35). These loans do not bear interest. The total loan amount
as at December 31, 2021 was CHF 170,226 (USD 186,692).
-
a loan to an employee that is not a shareholder in relation to the outstanding employee social charges
for the exercise of their ESOP options (see Note 35). This loan does not bear interest. The total loan amount as at December 31, 2021
was CHF 3,322 (USD 3,643).
The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.
On February 01, 2021 the Company acquired 51% of
the fully diluted share capital of arago GmbH, a private German company, and its affiliates (together, “arago” or the
“arago Group”). arago is a leader in artificial intelligence automation. arago aims to provide the benefits of artificial
intelligence to enterprise customers globally through knowledge automation. arago uses modern technologies such as inference and machine
learning in order to automatically operate the entire IT stack – from heterogeneous environments to individual applications.
The assets, liabilities and results of arago have been consolidated in the Company’s financial statements from the acquisition date
of February 01, 2021.
The major classes of assets and liabilities acquired
by WISeKey at fair value on the date of acquisition are as follows:
The major classes of assets and liabilities acquired
by WISeKey at fair value on the date of acquisition are as follows:
Business Combinations - Schedule of Assets
and Liabilities Acquired
Consolidated Balance Sheet - arago group
Opening balance
As at February 1,
USD'000
2021
ASSETS
Current assets
Cash and cash equivalents
243
Restricted cash, current
70
Accounts receivable, net of allowance for doubtful accounts
568
Convertible note receivable from WISeKey
1,808
Prepaid expenses
464
Other current assets
117
Total current assets
3,270
Noncurrent assets
Property, plant and equipment net of accumulated depreciation
37
Intangible assets, net of accumulated amortization
10,108
Operating lease right-of-use assets
78
Equity securities, at cost
55
Goodwill
—
Deferred tax assets
8
Total noncurrent assets
10,286
TOTAL ASSETS
13,556
LIABILITIES
Current Liabilities
Accounts payable
1,288
Notes payable
3,712
Convertible loan with WISeKey
—
Deferred revenue
909
Current portion of obligations under operating lease liabilities
53
Other current liabilities
1,816
Total current liabilities
7,778
Noncurrent liabilities
Bonds, mortgages and other long-term debt
4,296
Operating lease liabilities, noncurrent
25
Deferred tax liabilities
3,235
Total noncurrent liabilities
7,556
TOTAL LIABILITIES
15,334
TOTAL NET ASSETS
(1,778
)
The consideration of USD 22,253,087 for the
acquisition of arago was made up of the following components:
-
The arago Third Convertible Loan fair valued at USD 11,166,432 converted at the date of acquisition
(see Note 11 for detail).
-
A cash payment of USD 165,160 corresponding to the nominal value at the date of acquisition of the
136,072 arago shares, par value EUR 1.00, acquired.
-
A noncontrolling interest corresponding to the 49% of arago’s share capital, fair valued at USD 10,921,495
based on the fair value calculation of a 51% interest in arago performed to remeasure the arago Third Convertible Loan at the date of
acquisition of February 01, 2021. The minority shareholders could put their non-controlling interest to the Group within five years (the
“Put Option”). As the Put Option is only settleable in WISeKey Class B Shares it was determined not to be a redeemable
non-controlling interest and was recorded in permanent equity and presented as noncontrolling interests in consolidated subsidiaries on
the consolidated balance sheet.
The actual cash paid as part of the consideration
amounted to CHF 5 million (USD 5,612,985 at the closing rate on the date of acquisition) and USD 165,160 for the nominal
value of the arago shares acquired, hence a total cash disbursement of USD 5,778,145, spread across the years ended December 31,
2020 (USD 3,452,298) and 2021 (USD 2,325,847).
Goodwill calculation
USD'000
USD'000
Consideration
Fair value of the convertible loan
11,166
Payment of nominal value of arago shares
165
NCI put option
10,922
Total consideration paid
22,253
Net assets acquired
Total net assets of arago group at acquisition
(1,778
)
Total net assets acquired
(1,778
)
Goodwill at acquisition
24,031
The goodwill arising from the acquisition of arago
is USD 24,031,436. In line with ASC 830, the goodwill balance was recorded in Euros, the functional currency of the acquired business.
The Group does not apply pushdown accounting. Therefore, a goodwill of EUR 19,799,052 (using the exchange rate at acquisition) was
recorded in the Group’s balance sheet and is translated using the closing rate at each reporting period. See Note 20.
The table below shows the reconciliation of the
total consideration for the acquisition of arago to the cash flows from the acquisition of a business, net of cash and cash equivalents
acquired disclosed in the Cash Flows from investing activities of the unaudited Consolidated Statements of Cash Flows.
Reconciliation of the total consideration to the cash flow statement
USD'000
USD'000
Total consideration
(22,253
)
Deduction of non-cash elements of the total consideration
Fair value of the conversion option
5,553
Fair value of the NCI put option
10,922
Total non-cash elements of the total consideration
16,475
Deduction of cash paid in the year 2020
3,452
Deduction of cash and cash equivalent acquired
313
Cash flow from the acquisition of a business, net of cash and cash equivalents acquired
(2,013
)
For the period started on the date of acquisition
of February 01, 2021 until the end of the reporting period on December 31, 2021, the revenue of arago recorded in the consolidated income
statement was USD 4.6 million, and arago’s net loss was USD 7.1 million.
The Group has concluded that disclosure of comparative
financial statements required by ASC 805-10-50-h is impracticable. In line with ASC 250-10-45-9, retrospective application for
the comparative financial statements requires significant estimates of amounts, and it is impossible to distinguish objectively information
about those estimates that provides evidence of circumstances that existed on the date(s) at which those amounts would be recognized,
measured, or disclosed under retrospective application. It is also impossible for management to distinguish objectively information that
would have been available when the financial statements for that prior period were issued. We further note that there are no audited financial
statements for the arago Group for that period.
The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
Deferred Tax Credits - Schedule of
Deferred Tax Credits
As at December 31,
As at December 31,
USD'000
2021
2020
Deferred research & development tax credits
847
1,311
Deferred other tax credits
1
1
Total deferred tax credits
848
1,312
WISeKey Semiconductors SAS is eligible for research
tax credits provided by the French government (see Note 4 Summary of significant accounting policies). As at December 31, 2021 and 2020,
the receivable balances in respect of these research tax credits owed to the Group were respectively USD 846,808 and USD 1,310,685.
The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event
occurs first.
Property, plant and equipment, net consisted of
the following.
Property, Plant and Equipment - Schedule
of Property, Plant and Equipment
As at December 31,
As at December 31,
USD'000
2021
2020
Machinery
& equipment Machinery and Equipment
3,940
3,925
Office
equipment and furnitureOffice Equipment and Furniture
3,239
2,900
Computer
equipment and licencesComputer Equipment and Licenses
2,208
1,171
Total property, plant and equipment gross
9,387
7,996
Accumulated depreciation for:
Machinery & equipment
(3,685)
(3,290)
Office equipment and furniture
(2,948)
(2,573)
Computer equipment and licences
(2,167)
(1,133)
Total accumulated depreciation
(8,800)
(6,996)
Total property, plant and equipment, net
587
1,000
Depreciation charge for the year ended December 31,
513
988
The depreciation charge from continuing operations
for the year 2019 was USD 821,466.
In 2021, WISeKey did not identify any events
or changes in circumstances indicating that the carrying amount of any asset may not be recoverable. As a result, WISeKey did not record
any impairment charge on Property, plant and equipment in the year 2021.
The useful economic life of property plant and
equipment is as follow:
The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
Intangible assets and future amortization expenses
consisted of the following:
Intangible Assets - Schedule of Finite-Lived
Intangible Assets
As at December 31,
As at December 31,
USD'000
2021
2020
Intangible assets not subject to amortization:
Trademarks
2,190
—
Cryptocurrencies
100
—
Intangible assets subject to amortization:
Trademarks
137
142
Patents
2,281
2,281
License agreements
11,326
11,626
Other intangibles
13,814
6,641
Total intangible assets gross
29,848
20,690
Accumulated amortization for:
Trademarks Trademarks
(137)
(142)
PatentsPatents
(2,281)
(2,281)
License
agreements License Agreements
(11,321)
(11,617)
Other
intangiblesOther Intangibles
(6,923)
(6,641)
Total accumulated amortization
(20,662)
(20,681)
Total intangible assets subject to amortization, net
6,896
9
Total intangible assets, net
9,186
9
Amortization charge for the year to December 31,
481
604
The amortization charge from continuing operations
for the year 2019 was USD 534,155.
Trademarks not subject to amortization are made
up of a balance of USD 2,189,508 for the trademark acquired with arago on February 01, 2021. The trademark was valued using
the relief-from-royalty approach at acquisition and determined to have an indefinite useful life. In line with ASC 830, the trademark
balance was recorded in Euros, the functional currency of the acquired business. The Group does not apply pushdown accounting. Therefore,
a trademark balance of EUR 1,924,587 (using the exchange rate at acquisition) was recorded in the Group’s balance sheet and
is translated using the closing rate at each reporting period.
Other intangibles include a balance of USD 7,284,614
for the technology acquired with arago on February 01, 2021. The technology was valued using the relief-from-royalty approach at acquisition.
In line with ASC 830, the other intangibles relating to technology balance was recorded in Euros, the functional currency of the acquired
business. The Group does not apply pushdown accounting. Therefore, another intangibles balance of EUR 6,403,206 (using the exchange
rate at acquisition) was recorded in the Group’s balance sheet and is translated using the closing rate at each reporting period.
The balance is amortized over the estimated remaining useful life of 17 years. An amortization charge of EUR 345,300 (USD 408,615
at average rate) was recorded for the year ended December 31, 2021, and the carrying amount for the technology acquired with arago was
EUR 6,057,906 (USD 6,891,783 at closing rate). Foreign exchange differences arising from these translations are recorded in
other comprehensive income in line with ASC 830.
The useful economic life of intangible assets
is as follow:
·
Trademarks:
5 to 10 years
·
Patents:
5 to 10 years
·
License agreements:
3 to 5 years
·
Other intangibles:
5 to 17 years
Future amortization charges are detailed below:
Intangible Assets - Schedule of Intangible
Asset Future Amortization Expense
Future estimated aggregate amortization expense
Year
USD'000
2022
433
2023
430
2024
429
2025
429
2026
429
2027 and beyond
4,746
Total intangible assets subject to amortization, net
WISeKey has historically entered into a number
of lease arrangements under which it is the lessee. As at December 31, 2021, WISeKey holds one finance lease for IT equipment in our datacenter,
sixteen operating leases, and one short-term leases. The short-term leases and operating leases relate to premises. We do not sublease.
All of our operating leases include multiple optional renewal periods which are not reasonably certain to be exercised. The finance lease
contains an option to purchase the assets at the end of the lease which we have assumed will be exercised and so has been included in
the calculation of the right of use asset and lease liability.
We have elected the short-term lease practical
expedient related to leases of various premises and equipment. We have elected the practical expedients related to lease classification
of leases that commenced before the effective date of ASC 842.
In the years 2021, 2020, and 2019 we recognized
rent expenses associated with our leases as follows:
Leases - Schedule of Lease Costs
12 months ended December 31,
12 months ended December 31,
12 months ended December 31,
USD'000
2021
2020
2019
Finance lease cost:
Amortization of right-of-use assets
68
66
31
Interest on lease liabilities
7
12
8
Operating lease cost:
Fixed rent expense
1,079
602
567
Short-term lease cost
7
22
63
Net lease cost
1,161
702
669
Lease cost - Cost of sales Cost of Sales
—
—
—
Lease
cost - General & administrative expenses General & Administrative Expenses
1,161
702
669
Net lease cost
1,161
702
669
In the years 2021 and 2020, we had the following
cash and non-cash activities associated with our leases:
Leases - Schedule of Cash and Non-Cash
Activities Associated with Leases
As at December 31,
As at December 31,
USD'000
2021
2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases
114
106
Operating cash flows from operating leases
964
632
Financing cash flows from finance leases
7
12
Non-cash investing and financing activities:
Net lease cost
1,161
702
Additions to ROU assets obtained from:
New finance lease liabilities
—
—
New operating lease liabilities
2,375
544
As at December 31, 2021, future minimum annual
lease payments were as follows:
Leases - Schedule of Future Minimum
Lease Payments
USD'000
USD'000
USD'000
USD'000
Year
Operating
Short-term
Finance
Total
2022
1,038
2
61
1,101
2023
972
1
—
973
2024
657
—
657
2025
592
—
—
592
2026 and beyond
1,016
—
—
1,016
Total future minimum operating and short-term lease payments
4,275
3
61
4,339
Less effects of discounting
(447
)
—
(6
)
(453
)
Less effects of practical expedient
—
(3
)
—
(3
)
Lease liabilities recognized
3,828
—
55
3,883
In line with ASU 2018-11, future minimum lease
payments under legacy ASC 840 are disclosed in the table below:
Leases - Schedule of Future Minimum Lease
Payments for Operating Leases
Year
USD'000
2022
1,101
2023
973
2024
657
2025
592
2026 and beyond
1,016
Total future minimum operating and short-term lease payments
4,339
Less effects of discounting
(456)
Lease liabilities recognized
3,883
As of December 31, 2021, the weighted-average
remaining lease term was 0.5 years for our finance lease and 4.00 years for operating leases.
For our finance lease, the implicit rate was calculated
as 5.17%. For our operating leases and because we generally do not have access to the implicit rate in the lease, we calculated an estimate
rate based upon the estimated incremental borrowing rate of the entity holding the lease. The weighted average discount rate associated
with operating leases as of December 31, 2021 was 3.26%.
The entire disclosure for lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing.
We test goodwill for impairment annually on October
1st, or as and when indicators of impairment arise. As at October 01, 2021, the fair value of the net assets of the reporting unit concerned
by goodwill was superior to the carrying value of the net assets and goodwill allocated. After October 01, 2021, there were no impairment
indicators identified triggering a new impairment test. Therefore, no impairment loss was recorded in 2021.
Goodwill of EUR 19,799,052 (USD 24,031,436
at acquisition) arose as a result of the acquisition by the Group of arago whose functional currency is the Euro (see Note 15 Business
combinations). In line with ASC 830, the goodwill balance was recorded in Euros, the functional currency of the acquired business.
At closing rate, the goodwill relating to arago was translated at USD 22,524,411, hence a currency translation expense of USD 1,507,025
was recorded in the financial year 2021.
Impairment reviews have been conducted for 2 items
of goodwill allocated to 2 reporting units (“RU”) relating to the acquisition of WISeKey Semiconductors SAS in 2016
and arago in 2021. Fair value has been determined based on the income approach. Cash flows have been projected over 5 years from the date
of the assessment and have been discounted at the pre-tax weighted average cost of capital of the RU. For each RU, fair value is higher
than its carrying value. Both the WISeKey Semiconductors SAS and arago RUs have a negative carrying amount.
USD'000
IoT Segment
AI Segment
Total
Goodwill balance as at December 31, 2019
8,317
—
8,317
Goodwill acquired during the year
—
—
—
Impairment losses
—
—
—
As a December 31, 2020
Goodwill
8,317
—
8,317
Accumulated impairment losses
—
—
—
Goodwill balance as at December 31, 2020
8,317
—
8,317
Goodwill acquired during the year
—
24,031
24,031
Currency translation adjustment
—
(1,507)
(1,507)
Impairment losses
—
—
—
As a December 31, 2021
Goodwill
8,317
24,031
32,348
Accumulated currency translation adjustments
—
(1,507)
(1,507)
Accumulated impairment losses
—
—
—
Goodwill balance as at December 31, 2021
8,317
22,524
30,841
The assumptions included in the impairment tests
require judgment, and changes to these inputs could impact the results of the calculations. Other than management's projections of future
cash flows, the primary assumptions used in the impairment tests were the weighted-average cost of capital and long-term growth rates.
Although the Group's cash flow forecasts are based on assumptions that are considered reasonable by management and consistent with the
plans and estimates management is using to operate the underlying businesses, there are significant judgments in determining the expected
future cash flows attributable to a reporting unit.
On September 27, 2018 WISeKey purchased a warrant
agreement in Tarmin Inc. from ExWorks as part of the eleventh amendment of the ExWorks Credit Agreement (see Note 25). As a result, WISeKey
entered into a warrant agreement with Tarmin Inc (“Tarmin”) (the “Tarmin Warrant”), a private Delaware
company, leader in data & software defined infrastructure to acquire 22% of common stock deemed outstanding at the time of exercise.
The warrant may be exercised in parts or in full, at an exercise price of USD 0.01 per share at nominal value USD 0.0001. The purchase
price of the Tarmin Warrant was USD 7,000,000, of which USD 3,000,000 was paid in cash on October 05, 2018 and the remaining
USD 4,000,000 was paid on April 08, 2019.
The Tarmin Warrant was assessed as an equity investment
without a readily determinable fair value and we elected the measurement at cost less impairment, adjusted for observable price changes
for identical or similar investments of the same issuer as permitted by ASU 2016-01. As such, the Tarmin Warrant was initially recognized
on the balance sheet at USD 7,000,000. In 2020, we recorded an impairment loss of the full USD 7,000,000 carrying value of the Tarmin
Warrant. Therefore, the carrying value of the Tarmin Warrant as at December 31, 2021 was USD nil.
Investment in FOSSA SYSTEMS s.l.
On April 08, 2021, WISeKey E.L.A. s.l. invested
EUR 440,000 (USD 475,673 at historical rate) to acquire 15% of the share capital of FOSSA SYSTEMS s.l. (“FOSSA”),
a Spanish aerospace company providing picosatellites for Low Earth Orbit (LEO) services as a vertically integrated service: from design
to launch and operations.
The FOSSA investment was assessed as an equity
investment without a readily determinable fair value and we elected the measurement at cost less impairment, adjusted for observable price
changes for identical or similar investments of the same issuer as permitted by ASU 2016-01. As such, the FOSSA investment was initially
recognized on the balance sheet at EUR 440,000 (USD 475,673 at historical rate).
As at December 31, 2021, we performed a qualitative
assessment to consider potential impairment indicators. We made reasonable efforts to identify any observable transactions of identical
or similar investments, but did not identify any such transaction. Therefore, no impairment loss was recorded in the year to December 31, 2021,
and the carrying value of the FOSSA investment as at December 31, 2021 was EUR 440,000 (USD 500,566 at closing rate).
On March 29, 2017, the Group announced that the
respective boards of directors of WISeKey and OpenLimit Holding AG (DE: O5H) (“OpenLimit“) had decided that discussions in
relation to a possible merger transaction between WISeKey and OpenLimit as previously announced on July 25, 2016 were not being further
pursued. The interim financing provided by WISeKey to OpenLimit in a principal amount of EUR 750,000 was, in accordance with applicable
terms of a convertible loan agreement, converted into OpenLimit Shares issued by OpenLimit out of its existing authorized share capital.
The conversion price was set at 95% of the volume weighted average price (“VWAP”) of the OpenLimit shares traded on
the Frankfurt stock exchange as reported by the Frankfurt stock exchange for the ten trading days immediately preceding and including
March 29, 2017. WISeKey received 2,200,000 newly issued fully fungible listed OpenLimit Shares representing – post issuance of these
new shares – an 8.4% stake in OpenLimit on an issued share basis. The effective conversion ratio was EUR 0.3409 per share.
The equity securities were fair valued at market price on the date of the transaction to USD 846,561.
As at December 31, 2021, the fair value was recalculated
using the closing market price on the Frankfurt Stock Exchange of EUR 0.0005 (USD 0.0006) and amounted to USD 1,251. The
difference of USD 300,050 from the fair value at December 31, 2020 (USD 301,301) was accounted for in the income statement as a non-operational
expense.
The accounts payable balance consisted of the
following:
Accounts Payable - Schedule of Accounts
Payable
As at December 31,
As at December 31,
USD'000
2021
2020
Trade creditors
7,031
4,608
Factors or other financial institutions for borrowings
26
178
Accounts payable to Board Members
2,802
1,580
Accounts payable to other related parties
189
172
Accounts payable to underwriters, promoters, and employees
2,999
2,985
Other accounts payable
3,401
3,576
Total accounts payable
16,448
13,099
As at December 31, 2021, accounts payable to Board
Members are made up of accrued salaries and bonus of CHF 2,555,032.97 (USD 2,802,171) payable to Carlos Moreira (see Note 42
for detail).
As at December 31, 2021, accounts payable to other
related parties are made up of a CHF 172,320 (USD 188,988) payable to OISTE (see Note 42 for detail).
Accounts payable to underwriters, promoters and
employees consist primarily of payable balances to employees in relation to holidays, bonus and 13th month accruals across WISeKey.
Other accounts payable are mostly amounts due
or accrued for professional services (e.g. legal, accountancy, and audit services) and accruals of social charges in relation to the accrued
liability to employees.
As at December 31, 2021, the current notes payable
balance was made up of:
-
a USD 4,030,000 short-term loan with ExWorks (see detail in Note 27), and
-
a EUR 1,796,302 (USD 2,043,564) loan with Harbert European Specialty Lending Company II S.à r.l.
entered into by arago in 2018 and included in the liabilities acquired on February 1, 2021 (see Note 15).
-
a CHF 83,600 (USD 91,686) current portion of the Covid loans with UBS (see Note 27).
As at December 31, 2021, the short-term loan from
shareholders was made up of loans from the noncontrolling shareholders of WISeKey SAARC for a total amount of USD 83,932 at
closing rate (USD 84,721 as at December 31, 2020). These loans do not bear interests. See Note 42 for detail.
The weighted–average interest rate on current
notes payable, excluding loans from shareholders at 0%, was respectively 10% and 10% per annum as at December 31, 2021 and 2020.
Standby Equity Distribution Agreement with
YA II PN, Ltd.
On February 08, 2018 WISeKey entered into a Standby
Equity Distribution Agreement (“SEDA”) with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LLC (“Yorkville”).
Under the terms of the SEDA as amended, Yorkville has committed to provide WISeKey, upon a drawdown request by WISeKey, up to CHF 50,000,000
in equity financing originally over a three-year period ending March 01, 2021, now over a period of five years ending March 31,
2023 in line with the amendment signed by the parties on March 04, 2020. Provided that a sufficient number of Class B Shares is provided
through share lending, WISeKey has the right to make drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe
for (if the Class B Shares are issued out of authorized share capital) or purchase (if the Class B Shares are delivered out of treasury)
Class B Shares worth up to CHF 5,000,000 by drawdown, subject to certain exceptions and limitations (including the exception that a drawdown
request by WISeKey shall in no event cause the aggregate number of Class B Shares held by Yorkville to meet or exceed 4.99% of the total
number of shares registered with the commercial register of the Canton of Zug). The purchase price will be 93% of the relevant market
price at the time of the drawdown, determined by reference to a ten-day trading period following the draw down request by WISeKey.
The instrument was assessed under ASC 815
as an equity instrument. WISeKey paid a one-time commitment fee of CHF 500,000 (USD 524,231 at historical rate) on April 24, 2018
in 100,000 WIHN Class B Shares. In line with ASU 2015-15 the commitment fee was capitalized as deferred charges to be amortized over
the original duration of the contract as a reduction of equity.
In 2018, WISeKey made 4 drawdowns for a total
of CHF 1,749,992 (USD 1,755,378 at historical rate) in exchange for a total of 540,539 WIHN Class B Shares issued out of authorized share
capital or treasury share capital.
In 2019, WISeKey made 5 drawdowns for a total
of CHF 1,107,931 (USD 1,111,764 at historical rate) in exchange for a total of 490,814 WIHN Class B Shares issued out of treasury share
capital.
In 2020, WISeKey made 6 drawdowns for a total
of CHF 1,134,246 (USD 1,208,569 at historical rate) in exchange for a total of 889,845 WIHN Class B Shares issued out of treasury share
capital.
In 2021, WISeKey made one drawdown on April 15,
2021 for CHF 363,876 (USD 380,568 at historical rate) in exchange for 219,599 WIHN Class B Shares issued out of treasury share
capital.
The amortization charge for the capitalized fee
recognized in APIC amounted to USD 30,188 for the year 2021. As at December 31, 2021, the deferred charge balance was fully
amortized.
As at December 31, 2021, the outstanding equity
financing available was CHF 45,643,955.
Facility Agreement with YA II PN, Ltd.
On September 28, 2018, WISeKey entered into short-term
Facility Agreement (the “Yorkville Loan”) with Yorkville to borrow USD 3,500,000 repayable by May 1, 2019 in monthly
cash instalments starting in November 2018. The loan bore an interest rate of 4% per annum payable monthly in arrears. A fee of USD 140,000
and debt issuance costs of USD 20,000 were paid at inception.
The debt instrument was assessed as a term debt.
A discount of USD 160,000 was recorded at inception and was amortized using the effective interest method over the life of the debt.
The remaining loan balance at December 31, 2018
was USD 2,717,773 including unamortized debt discount of USD 57,007.
The discount amortization expense recorded for
the period to December 31, 2018 was USD 102,993.
In the period to December 31, 2018, WISeKey repaid
USD 725,220 of the principal loan amount in cash.
On June 27, 2019, WISeKey entered into the First
Yorkville Convertible Loan, a Convertible Loan Agreement with Yorkville to borrow USD 3,500,000 repayable by August 1, 2020 in monthly
instalments starting in August 1, 2019 either in cash or in WIHN Class B Shares. The loan bore an interest rate of 6% per annum payable
monthly in arrears. Total fees of USD 160,000 were paid at inception.
The conversion option into WIHN Class B shares
was exercisable at the election of Yorkville at each monthly repayment date, covering any amount outstanding, be it principal and/or accrued
interests. The initial exercise price was set at CHF 3.00 per WIHN Class B Share but could be adjusted as a result of specific events
so as to prevent any dilutive effect. The events triggering anti-dilution adjustments were: (a) increase of capital by means of capitalization
of reserves, profits or premiums by distribution of WIHN Shares, or division or consolidation of WIHN Shares, (b) issue of WIHN shares
or other securities by way of conferring subscription or purchase rights, (c) spin-offs and capital distributions other than dividends,
and (d) dividends.
At the date of inception of the First Yorkville
Convertible Loan, on June 27, 2019, an unpaid balance of USD 500,000 remained on the Yorkville Loan and was rolled into the First Yorkville
Convertible Loan. There was no unamortized debt discount on the Yorkville Loan as it was amortized in accordance with the planned repayment
schedule, i.e., by May 01, 2019.
In line with ASC 470-50, we compared the present
value of the new debt (the First Yorkville Convertible Loan) to the present value of the old debt (the Yorkville Loan) using the net method
and concluded that the difference was below the 10% threshold. Therefore, the First Yorkville Convertible Loan was analyzed as a debt
modification and accounted for under ASC 470-50-40-14.
In line with ASU 2014-16, the First Yorkville
Convertible Loan was assessed as a hybrid instrument, being a debt instrument with an equity-linked component (the conversion option).
Per ASC 815-10, the embedded conversion option met the definition of a derivative and was accounted for separately, thereby creating a
debt discount.
The derivative liability component (the conversion
option) was fair valued using a binomial lattice model, building in quoted market prices of WIHN Class B Shares, and inputs such as time
value of money, volatility, and risk-free interest rates. It was valued at inception at USD 257,435, and was allocated between current
and noncurrent on a prorata temporis basis according to the monthly repayment schedule. The derivative component will be revalued at fair
value at each reporting date in line with ASC 815-15-30-1.
On the date of the agreement, WISeKey signed an
option agreement granting Yorkville the option to acquire up to 500,000 WIHN Class B Shares at an exercise price of CHF 3.00, exercisable
between June 27, 2019 and June 27, 2022. In order to prevent any dilutive effect, the exercise price could be adjusted as a result of
the same specific events listed above as adjustments to the conversion price of the principal amount. In line with ASC 470-20-25-2, the
proceeds from the convertible debt with a detachable warrant was allocated to the two elements based on the relative fair values of the
debt instrument net of the warrant and the embedded conversion separated out on the one side, and the warrant at time of issuance on the
other side. The option agreement was assessed as an equity instrument and was fair valued at grant for an amount of USD 373,574 using
the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant, June 27, 2019, of CH 2.35. The fair
value of the debt was calculated using the discounted cash flow method as USD 3,635,638. Applying the relative fair value method per ASC
470-20-25-2, the recognition of the option agreement created a debt discount on the debt host in the amount of USD 326,126, and the
credit entry was booked in APIC.
As a result of the above accounting entries, the
total debt discount recorded at inception was USD 743,561, made up of USD 160,000 fees to Yorkville, USD 257,435 from the bifurcation
of the embedded conversion option into derivative liabilities, and USD 326,126 from the recognition of the warrant agreement.
On March 04, 2020, WISeKey entered into the
Second Yorkville Convertible Loan with Yorkville to borrow USD 4,000,000
repayable by April 30, 2021 in monthly instalments starting on March 30, 2020 either in cash or in WIHN class B
Shares. The loan bore an interest rate of 6%
per annum payable monthly in arrears. Total fees of USD 68,000
were paid in monthly instalments over the life of the loan.
The conversion option into newly issued or existing
WIHN Class B Shares was exercisable at the election of Yorkville at any time until all amounts were repaid in full, covering any amount
outstanding, be it principal and/or accrued interests. The initial exercise price was set at CHF 3.00 per WIHN Class B Share but could
be adjusted as a result of specific events so as to prevent any dilution effect. The events triggering anti-dilution adjustments were:
(a) increase of capital by means of capitalization of reserves, profits or premiums by distribution of WIHN Shares, or division or consolidation
of WIHN Shares, (b) issue of WIHN shares or other securities by way of conferring subscription or purchase rights, (c) spin-offs and capital
distributions other than dividends, and (d) dividends.
At the date of inception of the Second Yorkville
Convertible Loan on March 04, 2020, an unpaid balance of USD 2,300,000 and an unamortized debt discount of USD 104,469 remained on the
Yorkville Convertible Loan.
Per ASC 470-50, we compared the present value
of the new debt (the Second Yorkville Convertible Loan) to the present value of the old debt (the Yorkville Convertible Loan) using the
net method and concluded that the difference was below the 10% threshold. Therefore, the Second Yorkville Convertible Loan was analyzed
as a debt modification and accounted for under ASC 470-50-40-14.
In line with ASU 2014-16, the convertible note
was assessed as a hybrid instrument, being a debt instrument with an equity-linked component (the conversion option). Per ASC 815-10,
the embedded conversion option met the definition of a derivative and was accounted for separately, thereby creating a debt discount.
The derivative liability component (the conversion
option) was fair valued using a binomial lattice model, building in quoted market prices of WIHN Class B Shares, and inputs such as time
value of money, volatility, and risk-free interest rates. It was valued at inception at USD nil. The derivative component was revalued
at fair value at each reporting date in line with ASC 815-15-30-1 and allocated between current and noncurrent on a prorata temporis basis
according to the monthly repayment schedule (see Note 6).
In 2020, WISeKey’s repayments amounted to
a total of USD 2,307,021.
In the year to December 31, 2021, WISeKey repaid
the full remaining balance of the loan of USD 1,692,979 and recorded in the income statement a net gain/loss on derivative of USD nil
and a net debt discount amortization expense of USD 82,560. As at December 31, 2021, the outstanding balance of the loan, and the
carrying balances of the loan, the unamortized debt discount and the derivative component measured at fair value were USD nil. No
conversion rights were exercised in 2021.
Credit Agreement with ExWorks Capital Fund
I, L.P
On April 04, 2019 WISeCoin AG (“WISeCoin”),
an affiliate of the Company, signed a credit agreement with ExWorks. Under this credit agreement, WISeCoin was granted a USD 4,000,000
term loan and may add up to USD 80,000 accrued interest to the loan principal, hence a maximum loan amount of USD 4,080,000.
The loan bears an interest rate of 10% p.a. payable monthly in arrears. The maturity date of the arrangement is April 04, 2020 therefore
all outstanding balances are classified as current liabilities in the balance sheet. ExWorks can elect to have part of or all of the principal
loan amount and interests paid either in cash or in WISeCoin Security Tokens (the “WCN Token”) as may be issued by
WISeCoin from time to time. As at June 30, 2019, the conversion price is set at CHF 12.42 per WCN Token based on a non-legally binding
term sheet.
Under the terms of the credit agreement, WISeCoin
is required to not enter into agreements that would result in liens on property, assets or controlled subsidiaries, in indebtedness other
than the exceptions listed in the credit agreement, in mergers, consolidations, organizational changes except with an affiliate, contingent
and third party liabilities, any substantial change in the nature of its business, restricted payments, insider transactions, certain
debt payments, certain agreements, negative pledge, asset transfer other than sale of assets in the ordinary course of business, or holding
or acquiring shares and/or quotas in another person other than WISeCoin R&D. Furthermore, WISeCoin is required to maintain its existence,
pay all taxes and other liabilities.
Borrowings under the line of credit are secured
by first ranking security interests on all material assets and personal property of WISeCoin, and a pledge over the shares in WISeCoin
representing 90% of the capital held by the Company. Under certain circumstances, additional security may be granted over the intellectual
property rights of WISeCoin and WISeCoin R&D, and the shares held by WISeCoin in WISeCoin R&D.
Total debt issue costs of USD 160,000 were
recorded as debt discount and amortized over the duration of the loan. As at December 31, 2020, the debt discount was fully
amortized.
As at December 31, 2021, the loan had not
been repaid and the outstanding borrowings were USD 4,030,000, meaning that the loan is past due under the terms of the credit agreement
with ExWorks. The Company is currently in negotiation with ExWorks regarding a potential sale of its investment in Tarmin, a Company in
which ExWorks is also a significant shareholder (see Note 21). It is the view of the management of the Company that the sale of the investment
in Tarmin and the repayment of the credit agreement are codependent and therefore the loan will be repaid at such time as the investment
is sold. ExWorks continues to charge interest on the loan at the rate of 10% p.a. and has not launched any formal recovery proceedings
as of the date of this report.
Credit Agreement with Long State Investment
Limited
On December 16, 2019, WISeKey entered into a Convertible
Term Loan Facility Agreement (the “LSI Convertible Facility”) with Long State Investment Limited (“LSI”),
a Hong Kong-based investment company, to borrow up to CHF 30 million. Under the terms of the LSI Convertible Facility, WISeKey
will be able to drawdown individual term loans of up to CHF 500,000 or, if so agreed between the parties, up to CHF 2.5 million
at an interest rate of 1.5% p.a., up to an aggregate amount of CHF 30 million over a commitment period of 24 months. LSI will have
the right to convert a drawdown tranche into WIHN Class B Shares or, if so agreed among the parties and permitted by law, into American
Depositary Shares (“ADSs”) representing WIHN Class B Shares, within a period of 21 SIX trading days after each individual
drawdown at 95% of the higher of (i) the then prevailing market rate and (ii) the minimum conversion price of CHF 1.80. Any term loan
not converted by LSI initially will automatically convert into WIHN Class B Shares, or ADSs, 20 SIX trading days before the expiration
of the commitment period at the applicable conversion price. Under certain circumstances, interest payments may be “paid in kind”
by capitalizing such interest and adding to it the aggregate principal balance of the loan outstanding.
Under the arrangement, WISeKey and LSI plan to
establish a Joint Venture in Hong Kong in the first quarter of 2020 to focus on business opportunities in Asia. A memorandum of understanding
has been executed between WISeKey and LSI to that effect.
Due to LSI’s option to convert the loan
in part at each drawdown before maturity, the LSI Convertible Facility was assessed as a debt instrument with an embedded put option.
We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require
bifurcation. Per ASC 480-10-25, the LSI Convertible Facility will be accounted for as a liability measured at fair value using the discounted
cash flow method for each term loan (corresponding to each drawdown).
Total debt issue costs amounting to CHF 56,757
in legal fees and expense allowance were paid by WISeKey in 2019 and 2020, and a commitment fee payable in 400,000 WIHN Class B Shares
was settled on January 23, 2020 with a fair value of CHF 759,200 based on the market price of the WIHN shares at settlement. The
debt issue costs and commitment fee will be recorded as a debt discount proportionately to each drawdown. However, as at December 31,
2020, WISeKey had not yet drawn down on the LSI Convertible Facility, therefore, in application of ASC 340-10-S99-1, WISeKey accounted
for the debt issue costs of CHF 56,757 and the commitment fee of CHF 759,200 as a deferred asset to be amortized on a straight-line
basis over the access period of the LSI Convertible Facility.
In 2020 and 2021, WISeKey did not make any drawdowns
under the LSI Convertible Facility.
The amortization charge for the capitalized costs
and fee recognized in APIC amounted to CHF 372,473 (USD 407,559) for the year to December 31, 2021 and the deferred charge balance
was fully amortized as at December 31, 2021.
The LSI Convertible Facility expired on December
16, 2021.
Loan Agreements with UBS SA
On March 26, 2020, two members of the Group entered
into the Covid loans to borrow funds under the Swiss Government supported COVID-19 Credit Facility with UBS SA. Under the terms of the
Agreement, UBS has lent such Group members a total of CHF 571,500. The loans are repayable in full by March 30, 2028, as amended,
being the eighth anniversary of the date of deposit of the funds by UBS. Semi-annual repayments should start by March 31, 2022 and will
be spread on a linear basis over the remaining term. The full repayment of the loans is permitted at any time. The interest rate is determined
by Swiss COVID-19 Law and currently the Covid loans carry an interest rate of 0%. There were no fees or costs attributed to the Covid
loans and as such there is no debt discount of debt premium associated with the loan facility.
Under the terms of the loans, the relevant companies
are required to use the funds solely to cover the liquidity requirements of the Company. In particular, the Company cannot use the funds
for the distribution of dividends and directors' fees as well as the repayment of capital contributions, the granting of active loans;
refinancing of private or shareholder loans; the repayment of intra-group loans; or the transfer of guaranteed loans to a group company
not having its registered office in Switzerland, whether directly or indirectly linked to applicant.
During the year to December 31, 2021, WISeKey
repaid CHF 70,000 out of the loans. Therefore, as at December 31, 2021, the outstanding balance on the loans was CHF 501,500 (USD 550,008).
Credit Agreement with Nice & Green SA
On May 18, 2020, the Group entered into the Nice
& Green Facility, an Agreement for the Issuance and Subscription of Convertible Notes with Nice & Green pursuant to which WISeKey
has the right to draw down up to a maximum of CHF 10 million during a commitment period of 24 months commencing on May 20, 2020, in up
to 25 tranches based upon 60% of the traded volume of the WIHN Class B Share on the SIX Swiss Stock Exchange over the 5 trading days preceding
the subscription date. Each tranche is divided into 25 convertible notes that do not bear interest. Subject to a cash redemption right
of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12 months from
issuance (the “Nice & Green Conversion Period”). Conversion takes place upon request by Nice & Green during
the Nice & Green Conversion Period, but in any case, no later than at the expiry of the Nice & Green Conversion Period, at a conversion
price of 95% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on the SIX Swiss Exchange during
the 10 trading days preceding the relevant conversion date.
Due to Nice & Green’s option to convert
the loan in part at any time before maturity, and as there is no limit on the number of shares to be delivered, the Nice & Green Facility
was assessed as a share-settled debt instrument with an embedded put option. We assessed the put option under ASC 815 and concluded that
it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Nice & Green
Facility will be accounted for as a liability measured at cost for each term loan (corresponding to each drawdown).
Per the terms of the Nice & Green Facility,
WISeKey pays to Nice & Green, in cash, a commitment fee of 5% of the amount of each subscription which will be recorded as a debt
discount against each subscription (principal). Nice & Green also undertake to pay to WISeKey an incentive fee equal to 10% of the
positive difference between the net capital gain and the net capital loss generated by Nice & Green on the sales of WIHN Class B Shares.
The incentive fee income is recorded in the income statement in other non-operating income.
In 2020, WISeKey subscribed for a total of CHF
8,916,889 (USD 9,693,283 at historical rate) which was fully converted in the year 2020.
As at December 31, 2020, the outstanding Nice
& Green Facility available was CHF 1,083,111 (USD 1,224,832) and there were no unconverted outstanding loan amounts.
During the year to December 31, 2021 the Group
did not make any subscription under the Nice & Green Facility. Therefore, as at December 31, 2021 the outstanding Nice &
Green Facility available was CHF 1,083,111 (USD 1,187,876) and there were no unconverted outstanding loan amounts.
Convertible Loan with Crede CG III, Ltd
On August 07, 2020, WISeKey entered into
Convertible Loan Agreement (the “Crede Convertible Loan”) with Crede CG III, Ltd (“Crede”) for
an amount of USD 5
million. The funds were made available on September 23, 2020. The loan bears a 5%
p.a. interest rate, payable in arrears on a quarterly basis starting September 30, 2020, and is repayable in WIHN Class B
Shares any time between September 23, 2020 and the maturity date of August 07, 2022, at Crede’s election.
Accrued interests are payable, at WISeKey’s sole election, either in cash or in WIHN Class B Shares. The conversion price
applicable to the prepayment of the principal amount or accrued interest is calculated as 92% of the lowest daily volume weighted
average share prices quoted on the SIX Stock Exchange during the 10 trading days immediately preceding the relevant conversion date
or interest payment date respectively, disregarding any day on which Crede (or its Affiliates or related party) has effected any
trade, converted into USD at the exchange rate reported by Bloomberg at 9 a.m. Swiss time on the relevant conversion date or
interest payment date.
Due to Crede’s option to convert the loan
in part or in full at any time before maturity, the Crede Convertible Loan was assessed as a share-settled debt instrument with an embedded
put option. Because the value that Crede will receive at settlement does not vary with the value of the shares, the settlement provision
is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related
to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Crede Convertible Loan was accounted for as a
liability measured at fair value using the discounted cash flow method at inception.
On the date of the Crede Convertible Loan, WISeKey
signed a warrant agreement granting Crede the option to acquire up to 1,675,885 WIHN Class B Shares at an exercise price set initially
at CHF 1.65 but revised down to CHF 1.375 in an amendment signed by both parties on September 18, 2020, exercisable between
September 24, 2020 and September 14, 2023. Per the warrant agreement’s term, the date of grant under US GAAP
is September 14, 2020 upon issuance of a Tax Ruling from the Swiss Federal Tax Administration and the Zug tax authority. In
line with ASC 470-20-25-2, the proceeds from the convertible debt with a detachable warrant was allocated to the two elements based
on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. The warrant agreement was
assessed as an equity instrument and was fair valued at grant at an amount of USD 866,046 using the Black-Scholes model and the market
price of WIHN Class B Shares on the date of the amendment, September 18, 2020, of CHF 1.25. The fair value of the debt
was calculated using the discounted cash flow method as USD 5,387,271. Applying the relative fair value method per ASC 470-20-25-2,
the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD 692,469, and the credit entry
was booked in APIC.
In 2020, Crede issued two exercise notices under
the Crede Convertible Loan, resulting in conversions for a total of 769,333 WIHN Class B Shares for a total conversion of USD 784,880.
In 2021, Crede issued two exercise notices under
the Crede Convertible Loan, resulting in the following conversions:
-
On January 4, 2021, for 1,000,000 WIHN Class B Shares delivered on January 6th, 2021 for a conversion of
USD 1,038,627.
-
On February 16, 2021, for 3,058,358 WIHN Class B Shares delivered
on February 17th, 2021 for a conversion of USD 3,176,493.
The loan was fully converted with the last conversion
on February 16, 2021. Therefore, there was no outstanding balance on this loan as at December 31, 2021.
For the year 2021, the Group recorded a net debt
discount amortization expense in the income statement of USD 30,082.
Credit Agreement with GLOBAL TECH OPPORTUNITIES
8
On December 08, 2020, WISeKey entered into
an Agreement for the Issuance and Subscription of Convertible Notes (the "GTO Facility") with GLOBAL TECH
OPPORTUNITIES 8 ("GTO"), Grand Cayman, Cayman Islands, pursuant to which GTO commits to grant a loan to WISeKey for
up to a maximum amount of CHF 15.5
million divided into tranches of variable sizes, during a commitment period of 18 months ending June 09, 2022. The dates and amounts
of the first 3 tranches were agreed in advance in the GTO Facility agreement; for the remaining facility, GTO has the right to
request the subscription of 2 tranches, all other tranches are to be subscribed for by WISeKey during the commitment period, subject
to certain conditions. Each tranche is divided into convertible notes of CHF 10,000 each that do not bear interest. Subject to
a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12
months from issuance (the “GTO Conversion Period”). Conversion takes place upon request by GTO during the GTO Conversion
Period, but in any case no later than at the expiry of the GTO Conversion Period, at a conversion price of the higher of (i) CHF
0.05 and (ii) 97% of the average of the 5 lowest closing volume-weighted average price of a Class B Share as traded on the SIX
Swiss Exchange during the 20 trading days preceding the relevant conversion date.
Due to GTO’s option to convert the loan
in part or in full at any time before maturity, the GTO Facility was assessed as a share-settled debt instrument with an embedded put
option. Because the value that GTO will receive at settlement does not vary with the value of the shares, the settlement provision is
not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its
debt host and therefore did not require bifurcation. Per ASC 480-10-25, the GTO Facility was accounted for as a liability measured at
fair value using the discounted cash flow method at inception.
Debt issue costs made up of legal expenses of
commitment fee of CHF 697,500, representing 4.5% of the maximum GTO Facility, were due to GTO at inception, payable throughout the
commitment period but no later than June 08, 2022. At inception on December 08, 2020, in application of ASC 340-10-S99-1, WISeKey accounted
for the debt issue costs of and the commitment fee of CHF 697,500 as a deferred asset to be amortized on a straight-line basis over
the commitment period (access period) of the GTO Facility. Upon subscription of each tranche, the debt issue costs and commitment fee
are recorded as a debt discount proportionately to each tranche amount.
Additionally, per the terms of the GTO Facility,
upon each tranche subscription, WISeKey will grant GTO the option to acquire WIHN Class B Shares at an exercise price of the higher
of (a) 120% of the 5-trading day VWAP of the WIHN Class B Shares on the SIX Swiss Stock Exchange over the 5 trading days immediately preceding
the relevant subscription request and (b) CHF 1.50 (the “GTO Warrant Exercise Price”). The number of options granted
at each tranche subscription is calculated as 15% of the principal amount of each Tranche divided by the GTO Warrant Exercise Price. Each
warrant agreement has a 5-year exercise period starting on the relevant subscription date. In line with ASC 470-20-25-2, for each subscription,
the proceeds from the convertible notes with a detachable warrant were allocated to the two elements based on the relative fair values
of the debt instrument without the warrant and of the warrant at time of issuance. When assessed as an equity instrument, the option agreement
is fair valued at grant using the Black-Scholes model and the market price of WIHN Class B Shares on the date of the subscription. The
fair value of the debt is calculated using the discounted cash flow method.
In 2020, WISeKey subscribed for a total of CHF
4,660,000 (USD 5,240,772 at historical rate).
During the year ended December 31, 2021, the
Group made a total of four subscriptions for a total of CHF 10,840,000
(USD 11,872,396
at historical rate) under the terms of the GTO Facility. Per the terms of the GTO Facility, WISeKey issued GTO with 458,332
warrants on WIHN Class B Shares at an exercise price of CHF 1.584, 102,599
warrants at an exercise price of CHF 2.193, 187,188
warrants at an exercise price of CHF 2.40,
and 105,042
warrants at an exercise price of CHF 2.142.
The warrant agreements were all assessed as equity instruments and were fair valued at grant at an aggregate amount of
CHF 924,956
(USD 1,011,033)
using the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant. For each subscription, the fair
value of the debt was calculated using the discounted cash flow method then, applying the relative fair value method per ASC
470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host and the credit entry was booked in
APIC. The cumulated fair value of the debt for the four subscriptions was CHF 10,452,997
(USD 11,448,534),
with a cumulated debt discount of CHF 886,538
(USD 970,929).
During the year ended December 31, 2021, GTO converted
a total of CHF 14,750,000 (USD 16,188,524 at historical rates), resulting in the delivery of a total of 13,328,694 WIHN Class
B Shares. A debt discount charge of CHF 23,656 (USD 25,884) and deferred charges in the amount of CHF 70,604 (USD 77,255)
were amortized to the income statement, and unamortized debt discounts totaling CHF 1,634,628 (USD 1,792,739) were booked to
APIC on conversions as per ASC 470-02-40-4.
As at December 31, 2021, the GTO Facility had
been fully utilized, there were no unconverted convertible notes outstanding, the debt discount was fully amortized, and the deferred
charge balance was CHF nil.
Credit Agreement with L1 Capital Global
Opportunities Master Fund
On June 29, 2021, WISeKey entered into the
L1 Facility, an Agreement for the Subscription of up to USD 22M
Convertible Notes with L1 Capital, pursuant to which L1 commits to grant a loan to WISeKey for up to a maximum amount of
USD 22 million
divided into tranches of variable sizes, during a commitment period of 24 months ending June 28, 2023. The L1 Initial Tranche was
agreed in the L1 Facility agreement as USD 11 million
to be funded on June 29, 2021. For the remaining facility, WISeKey
has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed
between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each
tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from
issuance (the “L1 Conversion Period”). Conversion takes place upon request by L1 during the L1 Conversion
Period, but in any case no later than at the expiry of the L1 Conversion Period. Each calendar month, L1 can request conversion of
up to 12.5% of the principal amount of all issued tranches at a conversion price of 95% of the lowest daily volume-weighted average
price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date, and ,
should L1 wish to convert more than 12.5% of the principal amount of all issued tranches in a calendar month, the conversion price
for the additional converted amounts is set at the higher of (i) the Fixed Conversion price applicable to relevant tranche, and (ii)
95% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading
days preceding the relevant conversion date (the “Original L1 Conversion Price”).
Due to L1’s option to convert the loan in
part or in full at any time before maturity, the L1 Facility was assessed as a share-settled debt instrument with an embedded put option.
In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that L1 will predominantly receive at settlement does
not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under
ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25,
the L1 Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception.
Debt issue costs made up of legal expenses of
USD 36,745, a commission of USD 802,500 to the placement agent, a fee of USD 220,000 to L1 representing 2% of the principal
value of the initial tranche, and a subscription fee of USD 220,000 to L1 representing 2% of the principal value of the initial tranche
payable in WIHN Class B Shares were due upon issuance of the Initial Tranche and recorded as a debt discount against the L1 Initial Tranche
principal amount. The subscription fee was paid in 145,953 WIHN Class B Shares and was fair valued at CHF 183,901 (USD 200,871)
based on the market value of the shares at issuance. Upon subscription of each subsequent tranche under the L1 Facility, debt issue costs
corresponding to the fair value of the L1 subscription fee payable in WIHN Class B Shares representing 2% of the principal value of the
subscribed funds and an L1 fee representing 2% of the principal value of the subscribed funds will be recorded as a debt discount against
each tranche.
On September 27, 2021, WISeKey and L1 entered
into the L1 First Amendment, pursuant to which WISeKey has the right to request L1 to subscribe for four L1 Accelerated Tranches of between
USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by
WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the L1 Accelerated Tranches issued under
the L1 First Amendment remain the same as the terms and conditions of the L1 Facility except for the conversion price of the L1 Accelerated
Tranches which is set at 90% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on the SIX Swiss Exchange
during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount (the “New L1 Conversion
Price”).
In line with ASC 470-50-15-3, the New L1
Conversion Price under the L1 First Amendment was assessed as a change to the conversion privileges provided in the L1 Facility for the
purpose of inducing conversion, whereby the New L1 Conversion Price provides a reduction of the Original L1 Conversion Price and results
in the issuance of additional WIHN Class B Shares, which is governed by ASC 470-20-40. Therefore, in line with ASC 470-20-40-16
and ASC 470-20-40-17, for conversions of L1 Accelerated Tranches, we recognize the fair value of the additional shares delivered
by applying the New L1 Conversion Price in comparison with the Original L1 Conversion Price as an expense to the income statement classified
as debt conversion expense.
Additionally, per the terms of the L1 Facility,
upon each tranche subscription under the L1 Facility and the L1 First Amendment, WISeKey will grant L1 the option to acquire WIHN Class
B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading day volume-weighted average price of the WIHN Class B Shares
on the SIX Swiss Stock Exchange immediately preceding the tranche closing date and (b) CHF 5.00. The number of warrants granted at
each tranche subscription is calculated as 25% of the principal amount of each tranche divided by the volume-weighted average price of
the trading day immediately preceding the tranche closing date. Each warrant agreement has a 3-year exercise period starting on the relevant
subscription date. In line with ASC 470-20-25-2, for each subscription, the proceeds from the convertible notes with a detachable warrant
were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at
time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model and
the market price of WIHN Class B Shares on the date of the subscription. The fair value of the debt is calculated using the discounted
cash flow method.
During the year to December 31, 2021, WISeKey
made a total of six subscriptions under the L1 Facility and the L1 First Amendment as follows:
-
The L1 Initial Tranche for convertibles notes in the amount of USD 11 million was issued on
June 29, 2021. The funds were received on July 1, 2021. On June 29, 2021, in line with the terms of the
L1 Facility, WISeKey issued L1 with 1,817,077 warrants on WIHN Class B Sharess at an exercise price of CHF 5.00. The warrant
agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 296,208 using the Black-Scholes model
and the market price of WIHN Class B Sharess on the date of grant of CHF 1.39. The fair value of the debt was calculated using the
discounted cash flow method as USD 11,354,678. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the
warrant agreement created a debt discount on the debt host in the amount of USD 279,660, and the credit entry was booked in APIC.
-
On September 28, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 1 million.
The funds were received on September 30, 2021. On September 28, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with 173,267 warrants on WIHN Class B Sharess at an exercise price of CHF 5.00. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD 35,462 using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF 1.25. The fair value of the debt was calculated using the discounted cash flow
method as USD 1,077,265. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD 31,869, and the credit entry was booked in APIC.
-
On October 20, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 1 million.
The funds were received on October 21, 2021. On October 20, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with 207,726 warrants on WIHN Class B Sharess at an exercise price of CHF 5.00. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD 33,877 using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF 1.12. The fair value of the debt was calculated using the discounted cash flow
method as USD 1,077,408. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD 30,485, and the credit entry was booked in APIC.
-
On October 27, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 2 million.
The funds were received on October 28, 2021. On October 27, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with 384,261 warrants on WIHN Class B Sharess at an exercise price of CHF 5.00. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD 62,777 using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF 1.12. The fair value of the debt was calculated using the discounted cash flow
method as USD 2,154,556. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD 56,624, and the credit entry was booked in APIC.
-
On November 5, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 1 million.
The funds were received on November 9, 2021. On November 5, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with 209,287 warrants on WIHN Class B Sharess at an exercise price of CHF 5.00. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD 29,792 using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF 1.075. The fair value of the debt was calculated using the discounted cash flow
method as USD 1,077,708. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD 26,900, and the credit entry was booked in APIC.
-
On December 21, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 1 million.
The funds were received on December 22, 2021. On December 21, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with 287,345 warrants on WIHN Class B Sharess at an exercise price of CHF 5.00. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD 21,756 using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF 0.814. The fair value of the debt was calculated using the discounted cash flow
method as USD 1,077,404. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD 19,793, and the credit entry was booked in APIC.
During the year ended December 31, 2021, L1 converted
a total of USD 8.2 million out of the L1 Initial Tranche and USD 5.3 million out of the L1 Accelerated Tranches, resulting
in the delivery of a total of 11,858,831 WIHN Class B Sharess. A debt discount charge of USD 185,528 was amortized to the income
statement, a debt conversion expense of USD 325,424 was recorded in the income statement, and unamortized debt discounts totaling
USD 1,376,983 were booked to APIC on conversions as per ASC 470-02-40-4.
As at December 31, 2021, the outstanding L1 Facility
available was USD 5 million. Convertible notes in an aggregate amount of USD 3.5 million remained unconverted and
the unamortized debt discount balance was USD 388,403, hence a carrying value of USD 3,111,597 as at December 31, 2021.
Credit Agreement with Anson Investments
Master Fund LP
On June 29, 2021, WISeKey entered into an
Agreement for the Issuance and Subscription of Convertible Notes (the “Anson Facility”) with Anson
Investments Master Fund LP (“Anson”), pursuant to which Anson commits to grant a loan to WISeKey for up to a
maximum amount of USD 22 million
divided into tranches of variable sizes, during a commitment period of 24 months ending June 28, 2023. The initial tranche was
agreed in the Anson Facility agreement as USD 11 million
to be funded on June 29, 2021. For the remaining facility, WISeKey
has the right to request Anson to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed
between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each
tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from
issuance (the “Anson Conversion Period”). Conversion takes place upon request by Anson during the Anson Conversion
Period, but in any case no later than at the expiry of the Anson Conversion Period. Each calendar month, Anson can request
conversion of up to 12.5% of the principal amount of all issued tranches at a conversion price of 95% of the lowest daily
volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the
relevant conversion date, and, should Anson wish to convert more than 12.5% of the principal amount of all issued tranches in a
calendar month, the conversion price for the additional converted amounts is set at the higher of (i) the Fixed Conversion price
applicable to relevant tranche, and (ii) 95% of the lowest daily volume-weighted average price of a Class B Share as traded on the
SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date (the “Original Anson Conversion
Price”).
Due to Anson’s option to convert the loan
in part or in full at any time before maturity, the Anson Facility was assessed as a share-settled debt instrument with an embedded put
option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that Anson will predominantly receive at settlement
does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option
under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC
480-10-25, the Anson Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception.
Debt issue costs made up of legal expenses of
USD 4,197, a commission of USD 802,500 to the placement agent, a fee of USD 220,000 to Anson representing 2% of the principal
value of the initial tranche, and a subscription fee of USD 220,000 to Anson representing 2% of the principal value of the initial
tranche payable in WIHN Class B Shares were due upon issuance of the Anson Initial Tranche and recorded as a debt discount against the
Anson Initial Tranche principal amount. The subscription fee was paid in 145,953 WIHN Class B Shares and was fair valued at CHF 183,901
(USD 200,871) based on the market value of the shares at issuance. Upon subscription of each subsequent tranche under the Anson Facility,
debt issue costs corresponding to the fair value of the Anson subscription fee payable in WIHN Class B Shares representing 2% of the principal
value of the subscribed funds and an Anson fee representing 2% of the principal value of the subscribed funds will be recorded as a debt
discount against each tranche.
On September 27, 2021, WISeKey and Anson entered
into the Anson First Amendment, pursuant to which WISeKey has the right to request Anson to subscribe for four Anson Accelerated Tranches
of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined
by WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the Anson Accelerated Tranches issued
under the Anson First Amendment remain the same as the terms and conditions of the Anson Facility except for the conversion price of the
Anson Accelerated Tranches which is set at 90% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX
Swiss Exchange during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount (the “New
Anson Conversion Price”).
In line with ASC 470-50-15-3, the New Anson
Conversion Price under the Anson First Amendment was assessed as a change to the conversion privileges provided in the Anson Facility
for the purpose of inducing conversion, whereby the New Anson Conversion Price provides a reduction of the Original Anson Conversion Price
and results in the issuance of additional WIHN Class B Shares, which is governed by ASC 470-20-40. Therefore, in line with ASC 470-20-40-16
and ASC 470-20-40-17, for conversions of Anson Accelerated Tranches, we recognize the fair value of the additional shares delivered
by applying the New Anson Conversion Price in comparison with the Original Anson Conversion Price as an expense to the income statement
classified as debt conversion expense.
Additionally, per the terms of the Anson Facility,
upon each tranche subscription under the Anson Facility and the Anson First Amendment, WISeKey will grant Anson the option to acquire
WIHN Class B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading day volume-weighted average price of the WIHN Class
B Shares on the SIX Swiss Stock Exchange immediately preceding the tranche closing date and (b) CHF 5.00. The number of warrants granted
at each tranche subscription is calculated as 25% of the principal amount of each tranche divided by the volume-weighted average price
of the trading day immediately preceding the tranche closing date. Each warrant agreement has a 3-year exercise period starting on the
relevant subscription date. In line with ASC 470-20-25-2, for each subscription, the proceeds from the convertible notes with a detachable
warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant
at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model
and the market price of WIHN Class B Shares on the date of the subscription. The fair value of the debt is calculated using the discounted
cash flow method.
During the year to December 31, 2021, WISeKey
made a total of three subscriptions under the Anson Facility and the Anson First Amendment as follows:
-
The Anson Initial Tranche for convertibles notes in the amount of USD 11 million was issued
on June 29, 2021. The funds were received on June 29, 2021. On June 29, 2021, in line with the terms of
the Anson Facility, WISeKey issued Anson with 1,817,077 warrants on WIHN Class B Shares at an exercise price of CHF 5.00. The
warrant agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD 296,208 using the Black-Scholes
model and the market price of WIHN Class B Shares on the date of grant of CHF 1.39. The fair value of the debt was calculated using
the discounted cash flow method as USD 11,354,678. Applying the relative fair value method per ASC 470-20-25-2, the recognition of
the warrant agreement created a debt discount on the debt host in the amount of USD 279,660, and the credit entry was booked in APIC.
-
On September 28, 2021, an Anson Accelerated Tranche for convertibles notes in the amount USD 2.75 million.
The funds were received on September 28, 2021. On September 28, 2021, in line with the terms of the Anson Facility,
WISeKey issued Anson with 476,486 warrants on WIHN Class B Shares at an exercise price of CHF 5.00. The warrant agreement was
assessed as an equity instrument and was fair valued at grant at an amount of USD 97,520 using the Black-Scholes model and the market
price of WIHN Class B Shares on the date of grant of CHF 1.25. The fair value of the debt was calculated using the discounted cash
flow method as USD 2,822,613. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement
created a debt discount on the debt host in the amount of USD 91,838, and the credit entry was booked in APIC.
-
On October 27, 2021, an Anson Accelerated Tranche for convertibles notes in the amount USD 2.75 million.
The funds were received on October 28, 2021. On October 27, 2021, in line with the terms of the Anson Facility, WISeKey
issued Anson with 528,359 warrants on WIHN Class B Shares at an exercise price of CHF 5.00. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD 86,318 using the Black-Scholes model and the market price
of WIHN Class B Shares on the date of grant of CHF 1.12. The fair value of the debt was calculated using the discounted cash flow
method as USD 2,822,789. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD 81,597, and the credit entry was booked in APIC.
During the year ended December 31, 2021, Anson
converted a total of USD 9.8 million out of the Anson Initial Tranche, resulting in the delivery of a total of 8,228,262 WIHN
Class B Shares. There was no conversion out of the Anson Accelerated Tranches. A debt discount charge of USD 248,449 was amortized
to the income statement, and unamortized debt discounts totaling USD 1,182,876 were booked to APIC on conversions as per ASC 470-02-40-4.
There was no debt conversion expense recorded in the income statement in the year ended December 31, 2021
As at December 31, 2021, the outstanding Anson
Facility available was USD 5.5 million. Convertible notes in an aggregate amount of USD 6.7 million remained unconverted
and the unamortized debt discount balance was USD 762,858, hence a carrying value of USD 5,937,142 as at December 31, 2021.
The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
Note 28.Indebtedness to related parties, noncurrent
On May 27, 2020, Aquilon Invest GmbH entered into
a loan agreement with arago GmbH for an amount of EUR 1,918,047.09. Aquilon Invest GmbH, a company wholly-owned by the Managing Director
of arago GmbH, Hans- Christian Boos, is a minority shareholder of arago GmbH.
The loan carries an interest rate of 6% per annum
payable annually in arrears. The loan matures on May 26, 2025 but arago GmbH may repay it in part or in full at any time before maturity.
As at December 31, 2021, the balance of the loan
and accrued interests due by arago GmbH to Hans-Christian Boos as ultimate beneficiary was EUR 2,105,407 (USD 2,395,219).
The Group maintains three pension plans: one maintained
by WISeKey SA and one by WISeKey International Holding Ltd, both covering its employees in Switzerland, as well as one maintained by WISeKey
Semiconductors SAS covering WISeKey’s French employees.
All plans are considered defined benefit plans
and accounted for in accordance with ASC 715 Compensation – Retirement Benefits. This model allocates pension costs over the
service period of employees in the plan. The underlying principle is that employees render services ratably over this period, and therefore,
the income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status or difference
between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding
adjustment recorded in the net loss. If the projected benefit obligation exceeds the fair value of the plan assets, then that difference
or unfunded status represents the pension liability.
The Group records net service cost as an operating
expense and other components of defined benefit plans as a non-operating expense in the statement of comprehensive loss.
The liabilities and annual income or expense of
the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which are the
discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair value of plan assets is determined
based on prevailing market prices.
The defined benefit pension plan maintained by
WISeKey Semiconductors SAS, and their obligations to employees in terms of retirement benefits, is limited to a lump sum payment based
on remuneration and length of service, determined for each employee. The plan is not funded.
The pension liability calculated as at December
31, 2021 is based on annual personnel costs and assumptions as of December 31, 2021.
Personnel Costs
As at December 31,
As at December 31,
As at December 31,
USD'000
2021
2020
2019
Wages and Salaries
12,208
12,145
11,161
Social security contributions
3,320
3,230
2,813
Net service costs
671
646
281
Other components of defined benefit plans, net
(78)
248
132
Total
16,121
16,268
14,387
As at December 31,
Assumptions
2021
2021
2020
2020
2019
2019
2019
France
Switzerland
France
Switzerland
France
Switzerland
India
Discount rate
0.75%
0.33%
0.30%
0.15%
0.70%
0.25%
7.30%
Expected rate of return on plan assets
n/a
1.50%
n/a
1.50%
n/a
1.50%
n/a
Salary increases
3%
1.50%
3%
1.50%
3%
1.50%
9%
Switzerland
For WISeKey SA and WISeKey International Holding
Ltd’s funded plans, the expected long-term rate of return on assets is based on the pension fund policy which is based on approximately
+0.5% in addition to the minimum interest by law in Switzerland (“Min LPP”). In 2021, Min LPP is 1.0% hence an assumption
of 1.5%.
As at December 31, 2020 the Group’s accumulated
benefit obligation amounted to USD 16,452,000.
Employee Benefit Plans - Schedule of Changes
in Fair Value of Plan Assets
Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year
Net loss (gain)
270
286
283
Unrecognized transition (asset)/obligation
0
0
0
Prior service cost/(credit)
(12)
61
61
Amounts recognized in accumulated OCI
Net loss (gain)
2,651
4,237
4,258
Unrecognized transition (asset)/obligation
0
0
0
Prior service cost/(credit)
(537)
(440)
300
Deficit
2,114
3,797
4,558
Movement in Funded Status
USD'000
Fiscal year
2021
2020
2019
Opening balance sheet liability (funded status)
6,768
6,880
4,465
Net Service cost
263
436
412
Interest cost/(credit)
29
50
107
Expected return on Assets
(177)
(167)
(123)
Amortization on Net (gain)/loss
270
284
88
Amortization on Prior service cost/(credit)
(12)
61
62
Settlement / curtailment cost / (credit)
(194)
0
0
Currency translation adjustment
6
20
(2)
Total Net Periodic Benefit Cost/(credit)
185
684
544
Actuarial (gain)/loss on liabilities due to experience
(342)
(72)
1,056
Actuarial gain/loss on liab. from changes to fin. assump
(420)
0
1,431
Actuarial (gain)/loss on liab. from changes to demo. assump
(645)
0
0
Return in plan assets, excl. amounts included in net interest
224
(29)
(136)
Prior service cost/(credit)
(123)
(698)
0
Amortization on Net (gain)/loss
(270)
(284)
(88)
Amortization on Prior service cost/(credit)
12
(61)
(62)
Currency translation adjustment
(8)
(45)
(2)
Total gain/loss recognized via OCI
(1,572)
(1,189)
2,200
Employer contributions paid in the year + Cashflow required to pay benefit payments
(379)
(274)
(371)
Total cashflow
(379)
(274)
(371)
Currency translation adjustment
(233)
669
43
Reclassification
0
(2)
0
Closing balance sheet liability (funded status)
4,769
6,768
6,880
Reconciliation of Net Gain / Loss
Amount at beginning of year
4,237
4,258
1,964
Amortization during the year
(270)
(284)
(86)
Asset (gain) / loss
224
(29)
(136)
Liability (gain) / loss
(1,407)
(72)
2,487
Reclassifications
0
(2)
0
Currency translation adjustment
(133)
366
29
Amount at year-end
2,651
4,237
4,258
Reconciliation of prior service cost/(credit)
Amount at beginning of year
(440)
300
357
Amortization during the year
12
(61)
(62)
Prior service costs for the current period
(123)
(698)
0
Currency translation adjustment
14
19
5
Amount at year-end
(537)
(440)
300
All of the assets are held under the collective
contract by the plan’s re-insurer company and are invested in a mix of Swiss and International bond and equity securities. In line
with ASC 820’s three-tier fair value hierarchy, pension assets belong to the fair value level 2.
The table below shows the breakdown of expected
future contributions payable to the Plan :
Employee Benefit Plans - Schedule of
Future Contributions Payable
Period
USD'000
France
Switzerland
2022
25
1,862
2023
28
410
2024
7
1,986
2025
23
504
2026
52
498
2027 to 2031
420
2,757
The Group expects to make contributions of approximately
$263,000 in 2022.
There are no plan assets expected to be returned
to the employer during the 12-month period following December 31, 2021.
The entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans.
The future payments due under leases are shown
in Note 19.
Guarantees
Our software and hardware product sales agreements
generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual
property rights. Certain of our product sales agreements also include provisions indemnifying customers against liabilities in the event
we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification
agreements due to our lack of history of prior indemnification claims and the unique facts and circumstances involved in each particular
agreement. To date, we have not incurred any costs as a result of such indemnifications and have not accrued any liabilities related to
such obligations in our consolidated financial statements.
Per Articles of association and Swiss capital categories
Authorized Capital - Total number of authorized shares
—
18,469,207
—
7,808,906
Conditional Share Capital - Total number of conditional shares(1)
12,000,000
31,469,207
—
7,804,030
Total number of fully paid-in shares
40,021,988
88,120,054
40,021,988
47,622,689
Per US GAAP
Total number of authorized shares
40,021,988
138,058,468
40,021,988
63,234,625
Total number of fully paid-in issued shares(1)
40,021,988
88,120,054
40,021,988
47,622,689
Total number of fully paid-in outstanding shares(1)
40,021,988
80,918,390
40,021,988
42,839,554
Par value per share (in CHF)
0.01
0.05
0.01
0.05
Share capital (in USD)
400,186
4,685,301
400,186
2,490,403
Total share capital (in USD)
5,085,487
2,890,589
Treasury Share Capital
Total number of fully paid-in shares held as treasury shares
—
7,201,664
—
4,783,135
Treasury share capital (in USD)
—
636,436
—
505,154
Total treasury share capital (in USD)
—
636,436
—
505,154
(1) Conversions of conditional capital that were not registered with the commercial register as of December 31, 2021 are not deducted
from the total number of conditional shares, i.e. the number shown is as if the issues had not taken place.
In the years to December 31, 2021 and 2020 respectively,
WISeKey purchased a total of 28,668,037 and 8,458,273 treasury shares at an average purchase price of USD 0.07 and USD 0.15
per share, and sold a total of 26,249,508 and 4,877,329 treasury shares at an average sale price of USD 1.17 and USD 0.99 per
share.
Share buyback program
On July 09, 2019, the Group started a share buyback
program on the SIX Swiss Exchange to buy back WIHN Class B Shares up to a maximum 10.0% of the share capital and 5.35% of the voting rights.
In compliance with Swiss Law, at no time will the group hold more than 10% of its own registered shares. The share buyback program will
end on July 08, 2022 but WISeKey may terminate the buyback program early.
As at December 31, 2021, WISeKey’s
treasury share balance included 282,000
WIHN Class B Shares purchased through the share buyback program.
Voting rights
Each share carries one vote at a general meeting
of shareholders, irrespective of the difference in par value of Class A Shares (CHF 0.01 per share) and Class B Shares (CHF 0.05 per share).
Our Class A Shares have a lower par value (CHF 0.01) than our Class B Shares (CHF 0.05) but have same voting right as the higher
par value Class B Shares, namely one (1) vote per share. This means that, relative to their respective per share contribution to the Company’s
capital, the holders of our Class A Shares have a greater relative per share voting power than the holders of our Class B Shares for matters
that require approval on the basis of a specified majority of shares present at the shareholders meeting.
Shareholder resolutions and elections (including
elections of members of the board of directors) require the affirmative vote of an absolute majority of the votes represented (in person
or by proxy) at a general meeting of shareholders (each Class A Share and each Class B Share having one vote), unless otherwise stipulated
by law or our Articles. The following matters require approval by a majority of the par value of the shares represented at the general
meeting (each Class A Share having a par value of CHF 0.01 per share and each Class B Share having a par value of CHF 0.05 per share):
-
electing our auditor;
-
appointing an expert to audit our business management or parts thereof;
-
adopting any resolution regarding the instigation of a special investigation; and
-
adopting any resolution regarding the initiation of a derivative liability action.
In addition, under Swiss corporation law and our
Articles, approval by two-thirds of the shares represented at the meeting, and by the absolute majority of the par value of the shares
represented is required for:
-
amending our corporate purpose;
-
creating or cancelling shares with preference rights;
-
restricting the transferability of registered shares;
-
restricting the exercise of the right to vote or the cancellation thereof;
-
creating authorized or conditional share capital;
-
increasing the share capital out of equity, against contributions in kind or for the purpose of acquiring
specific assets and granting specific benefits;
-
limiting or withdrawing shareholder's pre-emptive rights;
-
relocating our registered office;
-
converting registered shares into bearer shares and vice versa;
-
our dissolution or liquidation; and
-
transactions among corporations based on Switzerland's Federal Act on Mergers, Demergers, Transformations
and the Transfer of Assets of 2003, as amended (the "Swiss Merger Act") including a merger, demerger or conversion of a corporation.
In accordance with Swiss law and generally accepted
business practices, our Articles do not provide attendance quorum requirements generally applicable to general meetings of shareholders.
Both categories of Shares confer equal entitlement
to dividends and liquidation rights relative to the nominal value of the Class A Shares and the Class B Shares, respectively.
Only holders of Shares (including nominees) that
are recorded in the share register as of the record date communicated in the invitation to the General Meeting are entitled to vote at
a General Meeting.
Any acquirer of Shares who is not registered in
the share register as a shareholder with voting rights may not vote at or participate in any General Meeting, but will still be entitled
to dividends and other rights with financial value with respect to such Shares.
Each holder of Class A Shares has entered into
an agreement (each such agreement a "Shareholder Agreement") with WISeKey, pursuant to which such holder of Class A Shares has
given the undertaking vis-à-vis WISeKey not to (i) directly or indirectly offer, sell, transfer or grant any option or contract
to purchase, purchase any option or contract to sell, grant instruction rights with respect to or otherwise dispose of, or (ii) solicit
any offers to purchase, otherwise acquire or be entitled to, any of his/her/its Class A Shares or any right associated therewith (collectively
a "Transfer"), except if such Transfer constitutes a "Permitted Transfer", as defined hereafter. A Permitted Transfer
is defined as a Transfer by a holder of Class A Share to his/her spouse or immediate family member (or a trust related to such immediate
family member) or a third party for reasonable estate planning purposes, the transfer to an affiliate and any transfer following conversion
of his/her/its Class A Shares into Class B Shares. Each holder of a Class A Share has the right to request that, at WISeKey's annual General
Meeting, an item be included on the agenda according to which Class A Shares are, at the discretion of each holder of Class A Shares,
converted into Class B Shares.
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.
The following is a description of the principal
activities – separated by reportable segment – from which the Group generates its revenue. For more detailed information about
reportable segments, see note 39 - Segment information and geographic data.
-
IoT Segment
The IoT segment of the Group principally generates
revenue from the sale of semiconductors secure chips. Although they may be sold in connection with other services of the Group, they always
represent distinct performance obligations.
The Group recognizes revenue when a customer takes
possession of the chips, which usually occurs when the goods are delivered. Customers typically pay once goods are delivered.
-
mPKI Segment
The mPKI Segment of the Group generates revenues
from Digital Certificates, Software as a Service, Software license and Post-Contract Customer Support (PCS) for cybersecurity applications.
Products and services are sold principally separately, but may also be sold in bundled packages.
For bundled packages, the Group accounts for individual
products and services separately if they are distinct – i.e. if a product or service is separately identified from other items in
the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a
bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available
or estimated based on the Adjusted Market Assessment approach (e.g., licenses), or the Expected Cost-Plus Margin approach (e.g., PCS).
-
AI Segment
The AI Segment of the Group generates revenues
from providing benefits of artificial intelligence to enterprise customers globally through knowledge automation. The company uses modern
technologies such as inference and machine learning in order to automatically operate the entire IT stack – from heterogeneous environments
to individual applications. Products and services are sold principally separately, but may also be sold in bundled packages.
For bundled packages, the Group accounts for individual
products and services separately if they are distinct – i.e., if a product or service is separately identified from other items in
the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a
bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available
or estimated based on the Adjusted Market Assessment approach (e.g., licenses), the revenue can be recognized upon completion of the
set-up (e.g., installation of software) or a specific period of time (e.g., maintenance and support).
Product and services
Nature, timing of satisfaction of performance obligations and significant payment terms
Certificates
The
Group recognizes revenue on a straight-line basis over the validity period of the certificate, which is usually one to three years.
This period starts after the certificate has been issued by the Certificate Authority and may be used by the customer for
authentication and signature, by checking the certificate validity against the Root of Trust which is maintained by the Group on its
IT infrastructure. Customers pay for certificates when certificates are issued and invoiced. The excess of payments over recognized
revenue is shown as deferred revenue.
SaaS
The Group’s SaaS arrangement cover the provision of cloud-based certificate life-cycle-management solutions and signing and authentication solutions. The Group recognizes revenue on a straight-line basis over the service period which is usually yearly renewable. Customers usually pay ahead of quarterly or yearly service periods; the paid amounts which have not yet been recognized are shown as deferred revenue.
Software
The Group provides software for certificates life-cycle management and signing and authentication solutions. The Group recognizes license revenue when the software has been delivered and PCS revenue over the service period which is usually one-year renewable. Customers pay upon delivery of the software or over the PCS.
Implementation, integration and other services
The Group provides services to implement and integrate
multi-element cybersecurity solutions. Most of the time the solution elements are off-the-shelve non-customized components which represent
distinct performance obligations. Implementation and integration services are payable when rendered, while other revenue elements are
payable and recognized as per their specific description in this section.
WISeKey also provides hosting and monitoring of
infrastructure services which are distinct performance obligations and are paid and recognized over the service period.
Disaggregation of revenue
The following table shows the Group’s revenues
disaggregated by reportable segment and by product or service type:
Revenue - Schedule of Disaggregation of Revenue
Disaggregation of revenue
Typical payment
At one point
in time
Over time
Total
USD'000
2021
2020
2019
2021
2020
2019
2021
2020
2019
IoT Segment
Secure
chips
Upon
delivery
16,867
14,317
20,504
—
—
—
16,867
14,317
20,504
Total IoT segment revenue
16,867
14,317
20,504
—
—
—
16,867
14,317
20,504
mPKI Segment
Certificates
Upon issuance
—
—
—
153
175
172
153
175
172
Licenses and integration
Upon delivery
606
287
1,976
—
—
—
606
287
1,976
SaaS, PCS
and hosting
Quarterly
or yearly
—
—
—
20
—
—
20
—
—
Total mPKI segment revenue
606
287
1,976
173
175
172
779
462
2,148
AI Segment
SaaS, PCS
and hosting
Quarterly
or yearly
—
—
—
4,612
—
—
4,612
—
—
Total AI segment revenue
—
—
—
4,612
—
—
4,612
—
—
Total
Revenue
17,473
14,604
22,480
4,785
175
172
22,258
14,779
22,652
For the years ended December 31, 2021, 2020, and
2019 the Group recorded no revenues related to performance obligations satisfied in prior periods.
At One Point in Time
Over Time
The following table shows the Group’s revenues
disaggregated by geography, based on our customers’ billing addresses:
Revenue - Schedule of Disaggregation
of Revenue by Geographic Areas
Net sales by region
12 months ended December 31,
USD'000
2021
2020
2019
IoT Segment
Switzerland
406
278
708
Rest of EMEA
3,721
4,228
7,508
North America
10,631
8,217
9,547
Asia Pacific
2,062
1,526
2,503
Latin America
47
68
238
Total IoT segment revenue
16,867
14,317
20,504
mPKI Segment
Switzerland
596
314
1,428
Rest of EMEA
98
93
539
North America
58
43
144
Asia Pacific
—
—
1
Latin America
27
12
36
Total mPKI segment revenue
779
462
2,148
AI Segment
Switzerland
270
—
—
Rest of EMEA
3,883
—
—
North America
459
—
—
Total AI segment revenue
4,612
—
—
Total Net sales
22,258
14,779
22,652
Rest of EMEA
North America
Asia Pacific
Latin America
Contract assets, deferred revenue and contract
liability
Our contract assets, deferred revenue and contract
liability consist of:
Revenue - Schedule of Contract Assets,
Deferred Revenue and Contract Liability
As at December 31,
As at December 31,
USD'000
2021
2020
Trade accounts receivables
Trade accounts receivable - IoT segment
2,655
2,227
Trade accounts receivable - mPKI segment
164
381
Trade accounts receivable - AI segment
259
—
Total trade accounts receivables
3,078
2,608
Contract assets
—
—
Total contract assets
—
—
Contract liabilities - current
128
367
Contract liabilities - noncurrent
57
23
Total contract liabilities
185
390
Deferred revenue
Deferred revenue - mPKI segment
192
171
Deferred revenue - IoT segment
—
150
Deferred revenue - AI segment
395
—
Total deferred revenue
587
321
Revenue recognized in the period from amounts included in the deferred revenue of the mPKI and IoT segments at the beginning of the year
290
84
Increases or decreases in trade accounts receivable,
contract assets, deferred revenue and contract liability were primarily due to normal timing differences between our performance and customer
payments.
Remaining performance obligations
As of December 31, 2021, approximately USD 772,000
is expected to be recognized from remaining performance obligations for mPKI, IoT and AI contracts. We expect to recognize revenue for
these remaining performance obligations during the next two years approximately as follows:
Estimated revenue from remaining performance obligations
as at December 31, 2021 (USD'000)
The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.
Other Operating Income - Schedule of Other Operating Income
12 months ended December 31,
USD'000
2021
2020
2019
Other operating income from related parties
71
43
140
Other operating income - other
112
—
40
Total other operating income
183
43
180
In the year 2021, other operating income from
related parties was made up of the amounts invoiced by WISeKey to the OISTE Foundation for the use of its premises and equipment (see
Note 42).
The Stock Option Plan (“ESOP 1”) was
approved on December 31, 2007 by the stockholders of WISeKey SA, representing 2,632,500 options convertible into WISeKey SA shares with
an exercise price of CHF 0.01 per share.
The Stock Option Plan (“ESOP 2”) was
approved on December 31, 2011 by the stockholders of WISeKey SA, representing 16,698,300 options convertible into WISeKey SA shares
with an exercise price of CHF 0.01 per share.
At March 22, 2016 as part of the reverse acquisition
transaction, both ESOP plans in existence in WISeKey SA were transferred to WISeKey International Holding Ltd at the same terms, with
the share exchange term of 5:1 into WIHN Class B Shares.
Grants
In the 12 months to December 31, 2019, the Group
granted a total of 2,292,539 options exercisable in WIHN Class B Shares. Each option is exercisable into one Class B Share.
The options granted consisted of:
Employees
-
2,074,770 options with immediate vesting granted to employees and Board members, none of which had been
exercised as of December 31, 2019;
-
145,854 options with immediate vesting granted to employees and Board members, all of which had been exercised
as of December 31, 2019;
-
60,394 options with immediate vesting granted in exchange for WISeKey SA shares, all of which had been
exercised as of December 31, 2019; and
-
11,521 options with immediate vesting granted to an external advisor and which had not been exercised
as of December 31, 2019.
The options granted were valued at grant date
using the Black-Scholes model.
In the 12 months to December 31, 2020, the Group
granted a total of 467,617 options exercisable in WIHN Class B Shares. Each option is exercisable into one Class B Share.
The options granted consisted of:
-
279,017 options with immediate vesting granted to employees and Board members, none of which had been
exercised as of December 31, 2020;
-
5,381 options with immediate vesting granted to employees and Board members, all of which had been exercised
as of December 31, 2020;
-
16,667 options vesting on November 10, 2021 granted to employees;
-
16,666 options vesting on November 10, 2022 granted to employees;
-
33,334 options vesting on June 30, 2021 granted to employees;
-
33,333 options vesting on June 30, 2022 granted to employees;
-
33,333 options vesting on June 30, 2023 granted to employees;
-
16,323 options with immediate vesting granted in exchange for WISeKey SA shares, all of which had been
exercised as of December 31, 2020; and
-
33,563 options with immediate vesting granted to external advisors and which had not been exercised as
of December 31, 2020.
The options granted were valued at grant date
using the Black-Scholes model.
In the 12 months to December 31, 2021, the Group
granted a total of 2,029,821 options exercisable in WIHN Class B Shares. Each option is exercisable into one Class B Share.
The options exercisable in WIHN Class B Shares
granted consisted of:
-
1,883,544 options with immediate vesting granted to employees and Board members, none of which had been
exercised as of December 31, 2021;
-
16,714 options with immediate vesting granted to employees and Board members, all of which had been exercised
as of December 31, 2021;
-
33,000 options vesting on May 1, 2022 granted to employees;
-
33,000 options vesting on May 1, 2023 granted to employees;
-
34,000 options vesting on May 1, 2024 granted to employees;
-
23,042 options with immediate vesting granted to external advisors and which had not been exercised as
of December 31, 2021; and
-
6,521 options with immediate vesting granted to external advisors, all of which had been exercised as
of December 31, 2021.
In the 12 months to December 31, 2021, the Group
also granted a total of 9,818,000 options exercisable in WIHN Class A Shares with immediate vesting to employees and Board members, none
of which had been exercised as of December 31, 2021. Each option is exercisable into one Class A Share.
All options granted were valued at grant date
using the Black-Scholes model.
Stock option charge to the income statement
The Group calculates the fair value of options
granted by applying the Black-Scholes option pricing model, using the market price of a WIHN Class B Share. Expected volatility is based
on historical volatility of WIHN Class B Shares.
In the fiscal year 2021, a total charge of USD 3,783,314
was recognized in the consolidated income statement calculated by applying the Black-Scholes model at grant, in relation to options:
Nonemployees
-
USD 3,761,150 for options granted to employees and Board members; and
-
USD 22,164 for options granted to nonemployees.
The following assumptions were used to calculate
the compensation expense and the calculated fair value of stock options granted:
Stock-Based Compensation - Schedule
of Stock Options Valuation Assumptions
Assumption
December 31, 2021
December 31, 2020
December 31, 2019
Dividend yield
None
None
None
Risk-free interest rate used (average)
1.00%
1.00%
1.00%
Expected market price volatility
61.33 - 99.64%
37.61% - 65.38%
51.59% - 56.86%
Average remaining expected life of stock options on WIHN Class B Shares (years)
4.31
3.43
3.01
Average remaining expected life of stock options on WIHN Class A Shares (years)
3.40
n/a
n/a
Unvested options to employees as at December 31,
2021 were recognized prorata temporis over the service period (grant date to vesting date).
The following table illustrates the development
of the Group’s non-vested options for the years ended December 31, 2021 and 2020.
Stock-Based Compensation
- Schedule of Non-Vested Share Activity
Options on WIHN Class B Shares
Options on WIHN Class A Shares
Non-vested options
Number of shares under options
Weighted-average grant date fair value (USD)
Number of shares under options
Weighted-average grant date fair value (USD)
Non-vested options as at December 31, 2019
5,026
3.65
—
—
Granted
467,617
1.08
—
—
Vested
(339,310)
1.01
—
—
Non-vested forfeited or cancelled
—
—
—
—
Non-vested options as at December 31, 2020
133,333
1.20
—
—
Granted
2,029,821
0.95
9,818,000
0.19
Vested
(1,946,488)
0.98
(9,818,000)
0.19
Non-vested forfeited or cancelled
(100,000)
1.05
—
—
Non-vested options as at December 31, 2021
116,666
1.28
—
0.19
As at December 31, 2021, there was a USD 54,690
unrecognized compensation expense related to non-vested stock option-based compensation arrangements. Non-vested stock options outstanding
as at December 31, 2021 were accounted for using the graded-vesting method, as permitted under ASC 718-10-35-8, and we therefore recognized
compensation costs calculated using the Black-Scholes model and the market price of WIHN Class B Shares at grant date, over the requisite
service period.
The following tables summarize the Group’s
stock option activity for the years ended December 31, 2021 and 2020.
Stock-Based Compensation - Schedule
of Stock Option Activity
Options on WIHN Class B Shares
WIHN Class B Shares under options
Weighted-average exercise price
(USD)
Weighted average remaining contractual term
(in years)
Aggregate intrinsic value
(USD)
Outstanding as at December 31, 2019
2,843,115
0.99
5.19
3,693,941
Of which vested
2,838,089
1.00
5.19
3,682,672
Of which non-vested
5,026
—
—
—
Granted
467,617
1.48
—
—
Exercised or converted
(1,214,402)
1.57
—
2,046,219
Forfeited or cancelled
—
—
—
—
Expired
—
—
—
—
Outstanding as at December 31, 2020
2,096,330
1.48
4.44
554,377
Of which vested
1,962,997
1.57
4.31
329,716
Of which non-vested
133,333
—
—
—
Granted
2,029,821
0.15
—
—
Exercised or converted
(78,944)
0.05
—
61,125
Forfeited or cancelled
(112,000)
0.05
—
—
Expired
(123,563)
4.79
—
—
Outstanding as at December 31, 2021
3,811,644
0.71
5.28
2,468,898
Of which vested
3,694,978
0.69
5.25
2,455,994
Of which non-vested
116,666
—
—
—
Options on WIHN Class A Shares
WIHN Class A Shares under options
Weighted-average exercise price
(USD)
Weighted average remaining contractual term
(in years)
Aggregate intrinsic value
(USD)
Outstanding as at December 31, 2019
—
—
—
—
Granted
—
—
—
—
Outstanding as at December 31, 2020
—
—
—
—
Granted
9,818,000
0.01
—
—
Outstanding as at December 31, 2021
9,818,000
0.01
6.90
1,520,393
Of which vested
9,818,000
0.01
6.90
1,520,393
Summary of stock-based compensation expenses
Stock-Based Compensation - Schedule of Stock-Based
Compensation Expense
Stock-based compensation expenses
12 months ended December 31,
USD’000
2021
2020
2019
In relation to Employee Stock Option Plans (ESOP)
3,761
363
5,386
In relation to non-ESOP Option Agreements
22
30
28
Total
3,783
393
5,414
Stock-based compensation expenses are recorded under
the following expense categories in the income statement.
The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP).
Non-Operating Income - Schedule of
Non-Operating Income
12 months ended December 31,
USD'000
2021
2020
2019
Foreign exchange gain
2,955
839
1,761
Financial income
—
8
74
Interest income
9
16
—
Fair value adjustments on convertible loan with arago
5,553
—
—
Other
121
264
83
Total non-operating income
8,638
1,127
1,918
The fair value adjustments on convertible loan
with arago relates to the treatment of unrealized gain on the arago Third Convertible Loan upon acquisition of arago (see Note 11). In
line with ASC 320-10-40-2, upon acquiring arago on February 01, 2021 (see Note 15), the unrealized gain of CHF 6,546,964 (USD 7,349,602
at historical rate) from the fair value adjustments of the arago Third Convertible Loan recorded in other comprehensive income up to the
date of acquisition was reversed into other non-operating income (see Note 11). Additionally, the CHF 1.6 million (USD 1,796,155
at historical rate) cash paid for the acquisition of arago after the acquisition date was recorded as a deduction to other non-operating
income because this amount was already included in the fair value of the arago Third Convertible Loan. As a result, a net income of CHF 4,946,964
(USD 5,553,447 at historical rate) was recorded in non-operating income in relation to fair value adjustment on the Third Convertible
Loan.
The entire disclosure for the components of non-operating income or non-operating expense, including, but not limited to, amounts earned from dividends, interest on securities, gain (loss) on securities sold, equity earnings of unconsolidated affiliates, gain (loss) on sales of business, interest expense and other miscellaneous income or expense items.
Non-operating expenses consisted of the following:
Non-Operating
Expenses - Schedule of Non-Operating Expenses
12 months ended December 31,
USD'000
2021
2020
2019
Foreign exchange losses
2,893
2,195
2,401
Financial charges
202
104
341
Interest expense
1,431
685
643
Other components of defined benefit plans, net
(78
)
248
132
Impairment of equity securities at cost
—
7,000
—
Other
307
847
153
Total non-operating expenses
4,755
11,079
3,670
Non-operating expenses – Other include
a USD 300,050 expense for the fair value adjustment of the investment in OpenLimit as at December 31, 2021 (see Note 22).
The entire disclosure for the components of non-operating income or non-operating expense, including, but not limited to, amounts earned from dividends, interest on securities, gain (loss) on securities sold, equity earnings of unconsolidated affiliates, gain (loss) on sales of business, interest expense and other miscellaneous income or expense items.
The components of income before income taxes are
as follows:
Income Taxes - Schedule of Components
of Income before Income Taxes
Income / (Loss)
12 months ended December 31,
USD'000
2021
2020
2019
Switzerland Switzerland
(14,756
)
(22,277
)
(19,179
)
Foreign Foreign
(9,431
)
(6,621
)
(3,838
)
Income/(loss) before income tax
(24,187
)
(28,898
)
(23,017
)
Income taxes relating to the Group are as follows:
Income Taxes - Schedule of Income Tax
Expense
Income taxes
12 months ended December 31,
USD'000
2021
2020
2019
Switzerland
—
—
(42
)
Foreign
(93
)
9
13
Less discontinued operations Less Discontinued Operations
—
—
42
Income tax expense / (income)
(93
)
9
13
Income tax at the Swiss statutory rate compared
to the Group’s income tax expenses as reported are as follows:
Income Taxes
- Schedule of Deferred Tax Assets and Liabilities at the Swiss Statutory Rate
Deferred income tax assets/(liabilities)
As at December 31,
As at December 31,
USD'000
2021
2020
Foreign
(2,900
)
3
Net
deferred income tax asset /(liability)
(2,900
)
3
Income tax at the Swiss statutory rate compared
to the Group’s income tax expenses as reported are as follows:
Income Taxes - Schedule of Income Tax
Expense at the Swiss Statutory Rate
12 months ended December 31,
USD'000
2021
2020
2019
Net income/(loss) from continuing operations before income tax
(24,187
)
(28,898
)
(23,017
)
Statutory tax rate
14
%
14
%
24
%
Expected income tax (expense)/recovery
3,384
4,043
5,524
Income tax (expense)/recovery
93
(9
)
(13
)
Change in valuation allowance
(24,710
)
(631
)
(2,129
)
Permanent Difference
(92
)
(1
)
0
Change in expiration of tax loss carryforwards
21,418
(3,411
)
(3,395
)
Income tax (expense) / recovery
93
(9
)
(13
)
The Group assesses the recoverability of its
deferred tax assets and, to the extent recoverability does not satisfy the “more likely than not” recognition criterion under
ASC 740, records a valuation allowance against its deferred tax assets. The Group considered its recent operating results and anticipated
future taxable income in assessing the need for its valuation allowance.
The Group’s deferred tax assets and liabilities
consist of the following:
Income Taxes - Schedule of Deferred
Tax Assets and Liabilities
Deferred tax assets and liabilities
As at December 31,
As at December 31,
As at December 31,
USD'000
2021
2020
2019
Stock-based compensation
92
1
—
Defined benefit accrual
748
1,089
1,100
Tax loss carry-forwards
36,859
12,655
11,264
Net deferred income tax liability
(2,900)
—
—
Deferred tax liability on change in unrealized gains related to available-for-sale debt securities
—
(753)
—
Valuation allowance
(37,699)
(12,989)
(12,358)
Deferred tax assets / (liabilities)
(2,900)
3
6
As of December 31, 2021, the Group’s operating
cumulated loss carry-forwards of all jurisdictions for its continuing operations are as follows:
Income Taxes - Schedule of Operating Loss Carryforward
Spain
France
UK
Germany
India
Saudi Arabia
Operating loss-carryforward as of December 31, 2021
USD'000
USA
Switzerland
Spain
France
UK
Germany
India
Saudi Arabia
Total
2022
—
6,920
209
4,849
32
8,977
—
24
21,011
2023
—
9,789
1,213
8,887
2
11,237
—
—
31,128
2024
—
5,671
1,244
—
1
11,128
—
—
18,044
2025
—
10,372
—
—
1
9,165
353
—
19,891
2026
—
6,181
—
—
2
7,958
271
—
14,412
2027
—
16,105
—
—
—
8,498
164
—
24,767
2028
91
25,920
—
—
—
6,407
90
—
32,508
2029
9
—
—
—
—
—
178
—
187
2030
2
—
23
—
—
—
—
—
25
2031
54
—
24
—
—
—
—
—
78
2032
89
—
70
—
—
—
—
—
159
2033
—
—
80
—
—
—
—
—
80
2034
—
—
91
—
—
—
—
—
91
2035
829
—
187
—
—
—
—
—
1,016
2036
1,932
—
104
—
—
—
—
—
2,036
2037
1,584
—
165
—
—
—
—
—
1,749
2038
3,186
—
—
—
—
—
—
—
3,186
2039
5,441
—
—
—
—
—
—
—
5,441
2040
90
—
—
—
—
—
—
—
90
2041
886
—
—
—
—
—
—
—
886
Total operating loss carry-forwards / Year of expiration if applicable to jurisdiction
14,193
80,958
3,410
13,736
38
63,370
1,056
24
176,785
The following tax years remain subject to examination:
Income Taxes - Summary of Income Tax Examinations
Significant jurisdictions
Open years
Switzerland
2016 - 2021
USA
2019 - 2021
France
2019 - 2021
Spain
2018 - 2021
Japan Japan
2017 - 2021
Taiwan Taiwan
2021
India
2021
Germany
2019 - 2021
UK
2016 - 2021
Arabia
2021
Vietnam
2021
As at December 31, 2021, WISeKey Semiconductors
SAS had recorded a USD 47,368 tax provision following a tax audit started in 2018 in relation to prior years. Although the final conclusions
have not yet been communicated formally, management believes that it is more probable than not that the entity will have to pay additional
taxes and has calculated the provision based on preliminary discussions with the tax authorities.
The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
The Group has three segments: Internet of Things
(“IoT”, previously referred to as “Semiconductors”), Artificial Intelligence (“AI”) arising
from the acquisition of arago on February 01, 2021, and managed Public Key Infrastructure (“mPKI”, previously referred
to as “Others”). The Group’s chief operating decision maker, who is its Chief Executive Officer, reviews financial performance
according to these three segments (two in prior periods) for purposes of allocating resources and assessing budgets and performance.
The IoT segment encompasses the design, manufacturing,
sales and distribution of microprocessors operations. The AI segment encompasses the development, design, implementation and customization
of knowledge automation technology and processes, using AI. The mPKI segment includes all operations relating to the provision of secured
access keys, authentication, signing software, certificates and digital security applications.
12
months to December 31,
2021
2020
2019
USD'000
IoT
AI
mPKI
Total
IoT
mPKI
Total
IoT
mPKI
Total
Revenues from external
customers
16,867
4,612
779
22,258
14,317
462
14,779
20,504
2,148
22,652
Intersegment revenues
128
—
3,109
3,237
—
6,786
6,786
344
6,169
6,513
Interest revenue
1
—
54
55
8
59
67
36
38
74
Interest expense
30
537
976
1,543
12
707
718
29
695
724
Depreciation and
amortization
470
430
94
994
1,501
91
1,592
1,298
57
1,355
Segment
income /(loss) before income taxes
(1,302)
(6,283)
(16,448)
(24,033)
(2,038)
(26,537)
(28,575)
130
(22,837)
(22,707)
Profit / (loss)
from intersegment sales
6
—
148
154
—
323
323
16
294
310
Income tax recovery
/(expense)
—
106
(13)
93
—
(9)
(9)
—
(13)
(13)
Other significant
non cash items
Share-based compensation
expense
—
—
3,783
3,783
—
393
393
—
5,414
5,414
Gain/(loss) on derivative liability
—
—
—
—
—
44
44
—
214
214
Interest and amortization of
debt discount and expense
—
—
1,057
1,057
—
458
458
—
742
742
Segment
assets
11,377
10,552
109,445
131,374
11,031
40,327
51,358
15,794
29,919
45,713
12 months to December 31,
2021
2020
2019
USD'000
USD'000
USD'000
Revenue reconciliation
Total revenue for reportable segment
25,495
21,565
29,165
Elimination of intersegment revenue
(3,237
)
(6,786
)
(6,513
)
Total consolidated revenue
22,258
14,779
22,652
Loss reconciliation
Total profit / (loss) from reportable segments
(24,033
)
(28,575
)
(22,707
)
Elimination of intersegment profits
(154
)
(323
)
(310
)
Loss before income taxes
(24,187
)
(28,898
)
(23,017
)
As at December 31,
2021
2020
USD'000
USD'000
Asset reconciliation
Total assets from reportable segments
131,374
51,358
Elimination of intersegment receivables
(19,217
)
(10,515
)
Elimination of intersegment investment and goodwill
(23,352
)
12,038
Consolidated total assets
88,805
52,881
Revenue and property, plant and equipment
by geography
The following tables summarize geographic information
for net sales based on the billing address of the customer, and for property, plant and equipment.
Segment Information and Geographic
Data - Schedule of Revenue and Property, Plant and Equipment by Geography
Net sales by region
12 months ended December 31,
USD'000
2021
2020
2019
Switzerland
1,272
592
2,137
Rest of EMEA* Rest of EMEA
7,702
4,321
8,046
North America North America
11,148
8,260
9,691
Asia Pacific Asia Pacific
2,062
1,526
2,504
Latin
America Latin America
74
80
274
Total net sales
22,258
14,779
22,652
* EMEA means Europe, Middle East and Africa
Property, plant and equipment, net of depreciation, by region
As at December 31,
As at December 31,
USD'000
2021
2020
Switzerland
85
37
Rest of EMEA*
495
953
North America
1
1
Asia Pacific
6
9
Total Property, plant and equipment, net of depreciation
The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.
The computation of basic and diluted net earnings/(loss)
per share for the Group is as follows:
Earnings/(Loss) Per Share - Schedule
of Earnings Per Shares, Basic and Diluted
12 months ended December 31,
Earnings / (loss) per share
2021
2020
2019
Net income / (loss) attributable to WISeKey International Holding AG (USD'000)
(20,340
)
(28,659
)
8,187
Effect of potentially dilutive instruments on net gain (USD'000)
N/A
N/A
335
Net income / (loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments (USD'000)
N/A
N/A
8,522
Shares used in net earnings / (loss) per share computation:
Weighted average shares outstanding - basic
71,642,457
42,785,300
36,079,000
Effect of potentially dilutive equivalent shares
N/A
N/A
1,399,458
Weighted average shares outstanding - diluted
N/A
N/A
37,478,458
Net earnings / (loss) per share
Basic weighted average loss per share attributable to WIHN (USD)
(0.28
)
(0.67
)
0.23
Diluted weighted average loss per share attributable to WIHN (USD)
(0.28
)
(0.67
)
0.23
For purposes of the diluted net loss per share
calculation, stock options, convertible instruments and warrants are considered potentially dilutive securities and are excluded from
the calculation of diluted net loss per share, because their effect would be anti-dilutive. Therefore, basic and diluted net loss per
share was the same for the year ended December 31, 2021 due to the Group’s net loss position.
The following table shows the number of stock
equivalents that were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.
Earnings/(Loss) Per Share - Schedule
of Anti-Dilutive Excluded from Computation
Dilutive vehicles with anti-dilutive effect
2021
2020
2019
Total
stock options Stock Options
3,171,936
1,333,434
—
Warrants Warrants
—
—
—
Total
convertible instruments Convertible Instruments
14,754,955
20,369,716
—
Total number of shares from dilutive vehicles with anti-dilutive effect
17,926,891
21,703,150
—
The following table shows the number of stock
equivalents that were included in the computation of diluted earnings per share:
Earnings/(Loss) Per Share - Schedule
of Dilutive Securities Included in the Computation of Earnings Per Share
The consolidated financial statements of the Group
include the entities listed in the following table:
Group
Company Name
Country
of incorporation
Year
of incorporation
Share
Capital
%
ownership
as at December 31, 2021
%
ownership
as at December 31, 2020
Nature
of business
WISeKey
SA
Switzerland
1999
CHF 933,436
95.75%
95.75%
Main
operating company. Sales and R&D services
WISeKey
Semiconductors SAS
France
2010
EUR 1,298,162
100.0%
100.0%
Chip
manufacturing, sales & distribution
WiseTrust
SA
Switzerland
1999
CHF 680,000
100.0%
100.0%
Non-operating
investment company
WISeKey
ELA SL
Spain
2006
EUR 4,000,000
100.0%
100.0%
Sales
& support
WISeKey
SAARC Ltd
U.K.
2016
GBP 100,000
51.0%
51.0%
Non
trading
WISeKey
USA Inc1
U.S.A
2006
USD 6,500
100%*
100%*
Sales
& support
WISeKey
India Private Ltd2
India
2016
INR 1,000,000
45.9%
45.9%
Sales
& support
WISeKey
IoT Japan KK
Japan
2017
JPY 1,000,000
100.0%
100.0%
Sales
& distribution
WISeKey
IoT Taiwan
Taiwan
2017
TWD 100,000
100.0%
100.0%
Sales
& distribution
WISeCoin
AG
Switzerland
2018
CHF 100,000
90.0%
90.0%
Sales
& distribution
WISeKey
Equities AG
Switzerland
2018
CHF 100,000
100.0%
100.0%
Financing,
Sales & distribution
WISeKey
Semiconductors GmbH
Germany
2019
EUR 25,000
100.0%
100.0%
Sales
& distribution
WISeKey
Arabia - Information Technology Ltd
Saudi
Arabia
2019
SAR 200,000.00
51.0%
51.0%
Sales
& distribution
TrusteCoin
AG3
Switzerland
2020
CHF 100,000
100.0%
51.0%
Sales
& distribution
arago
GmbH
Germany
1995
EUR 266,808
51.0%
n/a
Process
automation using AI, sales and support
arago
Da Vinci GmbH4
Germany
2007
EUR 25,000
51.0%
n/a
Sales
& support
arago
Technology Solutions Private Ltd4
India
2017
INR 100,000
51.0%
n/a
Sales
& support
arago
US Inc.4
U.S.A
2015
USD 25
51.0%
n/a
Sales
& support
WISeKey
Vietnam Ltd
Vietnam
2021
VND 689,400,000
95.75%
n/a
R&D
1 50% owned by WISeKey SA and 50% owned by WiseTrust SA
2 88% owned by WISeKey SAARC which is controlled by WISeKey International Holding AG
3 Formerly WiseAI AG, 100% owned by WISeKey International Holding AG from August 27, 2021
4 100% owned by arago GmbH
Related party transactions and balances
Receivables as at
Payables as at
Net expenses to
Net income from
Related Parties
December 31,
December 31,
December 31,
December 31,
in the year ended December 31,
in the year ended December 31,
(in USD'000)
2021
2020
2021
2020
2021
2020
2019
2021
2020
2019
1
Carlos Moreira
—
—
2,802
1,580
—
—
—
—
—
—
2
Philippe Doubre
—
—
—
—
179
86
114
—
—
—
3
David Fergusson
—
—
—
—
78
119
161
—
—
—
4
Eric Pellaton
—
—
—
—
92
42
—
—
—
—
5
Jean-Philippe Ladisa
—
—
—
—
68
61
—
—
—
—
6
Hans-Christian Boos
—
—
2,395
—
125
—
—
—
—
—
7
Juan Hernández Zayas
—
—
—
—
—
52
165
—
—
—
8
Thomas Hürlimann
—
—
—
—
—
—
63
—
—
—
9
Dourgam Kummer
—
14
—
—
—
—
52
—
—
—
10
Maryla Shingler-Bobbio
—
—
—
—
—
—
123
—
—
—
11
Roman Brunner
—
—
—
—
—
—
426
—
—
87
12
Anthony Nagel
—
—
—
—
—
—
5
—
—
58
13
Maria Pia Aqueveque Jabbaz
—
—
—
—
2
1
—
—
—
—
14
Philippe Gerwill
—
—
—
—
10
—
14
—
—
—
15
Geoffrey Lipman
—
—
—
—
8
—
14
—
—
—
16
Don Tapscott
—
—
—
—
—
8
—
—
—
—
17
Cristina Dolan
—
—
—
—
—
1
—
—
—
—
18
Wei Wang
—
—
—
—
—
—
—
—
—
10
19
OISTE
129
95
189
172
350
374
219
71
32
140
20
Indian Potash Limited
—
—
—
—
—
—
—
—
—
—
21
Terra Ventures Inc
—
—
33
33
—
—
—
—
—
—
22
Edmund Gibbons Limited
—
—
—
—
—
—
479
—
—
36
23
GSP Holdings Ltd
—
—
17
18
—
—
—
—
—
—
24
SAI LLC (SBT Ventures)
—
—
34
34
—
—
—
—
—
—
25
Related parties of Carlos Moreira
—
—
—
—
224
223
360
—
—
—
Total
129
109
5,470
1,837
1,136
968
2,195
71
32
331
1. Carlos Moreira is the Chairman of the Board
and CEO of WISeKey. A short-term payable in an amount of CHF 2,555,032.97 (USD 2,802,171) to Carlos Moreira was outstanding
as at December 31, 2021, made up of accrued salary and bonus.
2. Philippe Doubre is a Board member of the Group,
and member of the Group’s nomination & compensation committee, as well as a shareholder. The expenses recorded in the income
statement in the year to December 31, 2021 relate to his Board fee and compensation for additional services to WISeKey during the year.
3. David Fergusson is a Board member of the Group,
and member of the Group’s audit committee and nomination & compensation committee, as well as a shareholder. The expenses recorded
in the income statement in the year to December 31, 2021 relate to his Board fee.
4. Eric Pellaton is a Board member of the Group,
and member of the Group’s nomination & compensation committee, as well as a shareholder. The expenses recorded in the income
statement in the year to December 31, 2021 relate to his Board fee.
5. Jean-Philippe Ladisa is a Board member of the
Group, and member of the Group’s audit committee. The expenses recorded in the income statement in the year to December 31, 2021
relate to his Board fee.
6. Hans-Christian Boos is the managing director
of arago GmbH and a minority shareholder of arago GmbH through two personal companies. One of his wholly-owned personal companies, Aquilon
Invest GmbH entered into a loan agreement with arago GmbH for an amount of EUR 1,918,047 prior to the acquisition of arago by WISeKey.
The loan bears interest at a rate of 6% per annum. As at December 31, 2021, the balance of the loan and accrued interests due by arago
GmbH to Hans- Christian Boos as ultimate beneficiary was EUR 2,105,407 (USD 2,395,219). In the 11 months to December 31, 2021
since the acquisition of arago, an interest charge of EUR 105,895 (USD 125,312) was recorded in the consolidated income statement
of WISeKey.
In view of the acquisition of a controlling interest
in arago, the Company entered into the “arago Third Convertible Loan Agreement” on November 18, 2020 with arago GmbH and its
shareholders, Aquilon Invest GmbH and OGARA GmbH both wholly owned by Hans-Christian Boos, whereby WISeKey intended to acquire 51% of
arago’s fully diluted share capital against (i) an investment of CHF 5 million, and (ii) a guarantee on arago’s existing indebtedness.
The arago Third Convertible Loan Agreement documents the intention of the Company to extend a “Put Option” to Aquilon Invest
GmbH and OGARA GmbH for the remaining 49% share capital of arago in exchange for 12,327,506 WIHN Class B Shares. The shares have been
reserved in the Company’s authorized share capital.
On April 29, 2021, WISeKey entered into an “Equity
Financing Mechanism”, as amended on July 28, 2021 and January 24, 2022, with arago GmbH and Mr. Boos whereby the parties agree that
the Company will finance the operations of arago. Under the Equity Financing Mechanism, should arago or its minority shareholders not
be able to repay the amounts loaned by WISeKey, the Company will have the right to request that (1) arago’s shareholder Hans-Christian
Boos’ right to receive 12,327,506 WIHN Class B Shares upon exercise of the Put Option held by Aquilon Invest GmbH and OGARA GmbH
will be reduced by such number of WIHN Class B Shares as corresponds to the quotient of (i) the Equity Financing Mechanism amount due
to WISeKey, converted into Swiss francs, divided by (ii) a Conversion Price based on the market price of a WIHN Class B Share at the relevant
period; and (2) Mr. Boos, through his companies, Aquilon Invest GmbH and OGARA GmbH, will transfer to WISeKey shares in arago GmbH in
the same proportion as the reduction in the Put Option right.
As at December 2021, Mr. Boos, through Aquilon
Invest GmbH and OGARA GmbH, had not exercised the Put Option and WISeKey had not exercised its right to convert the amounts loaned to
arago into arago shares and a reduction of the Put option.
7. Juan Hernandez-Zayas is a former Board member
of the Group.
8. Thomas Hürlimann is a former Board member
of the Group.
9. Dourgam Kummer is a former Board member of
the Group.
10. Maryla Shingler Bobbio is a former Board member
of the Group, and former member of the Group’s audit committee and nomination & compensation committee.
11. Roman Brunner is the former Chief Revenue
Officer of the Group.
12. Anthony Nagel is the former Chief Operations
Officer of the QuoVadis Group which WISeKey divested in 2019.
13. Maria Pia Aqueveque Jabbaz is a member of
the Group’s advisory committee. The expenses recorded in the income statement in the year to December 31, 2021 relate
to her advisory committee fee.
14. Philipp Gerwill is a member of the Group’s
advisory committee. The expenses recorded in the income statement in the year to December 31, 2021 relate to his advisory committee
fee.
15. Geoffrey Lipman is a member of the Group’s
advisory committee. The expenses recorded in the income statement in the year to December 31, 2021 relate to his advisory committee
fee.
16. Don Tapscott is a member of the Group’s
advisory committee, and cofounder of The Tapscott Group Inc. The Blockchain Research Institute (the “BRI”) is a division
of The Tapscott Group Inc. On December 20, 2018 WISeKey and the BRI entered into an agreement to establish BlockChain Centers of Excellence
and promote BlockChain technology worldwide.
17. Cristina Dolan is a former member of the Group’s
advisory committee.
18. Wei Wang is a former member of the Group’s
advisory committee.
19. The Organisation Internationale pour la Sécurité
des Transactions Electroniques (“OISTE”) is a Swiss non-profit making foundation that owns a cryptographic rootkey.
In 2001 WISeKey SA entered into a contract with OISTE to operate and maintain the global trust infrastructures of OISTE. In line with
the contract, WISeKey pays a regular fee to OISTE for the use of its cryptographic rootkey. Two members of the Board of Directors of WISeKey
are also members of the Counsel of the Foundation which gives rise to the related party situation.
OISTE is also the minority shareholder in WISeCoin
AG with a 10% ownership.
The receivable from OISTE as at December 31, 2021
and income recorded in the income statement in the year to December 31, 2021 relate to the facilities and personnel hosted by WISeKey
SA on behalf of OISTE. In the year 2021, WISeKey SA invoiced OISTE CHF 64,546 (USD 70,626).
The payable to OISTE as at December 31, 2021 and
expenses relating to OISTE recognized in 2021 are made up of license and royalty fees for the year 2021 under the contract agreement with
WISeKey SA.
20. Indian Potash Limited has a 10% shareholding
in WISeKey India Private Ltd.
21. Terra Ventures Inc has a 49% shareholding
in WISeKey SAARC Ltd. Terra Ventures granted a GBP 24,507 loan to WISeKey SAARC Ltd on January 24, 2017. The loan is non-interest bearing
and has no set repayment date.
22. Edmund Gibbons Limited had a 49% shareholding
in QuoVadis Services Ltd which was 51% owned by WISeKey until the divestiture of the QuoVadis Group in 2019.
23. GSP Holdings Ltd is a former shareholder in
WISeKey SAARC Ltd. GSP Holdings Ltd granted a GBP 12,500 loan to WISeKey SAARC Ltd on February 02, 2017. The loan is non-interest bearing
and has no set repayment date.
24. SAI LLC, doing business as SBT Ventures, is
a former shareholder in WISeKey SAARC Ltd. SAI LLC granted a GBP 25,000 loan to WISeKey SAARC Ltd on January 25, 2017. The loan is non-interest
bearing and has no set repayment date.
25. Two immediate family members of Carlos Moreira
are employed by WISeKey SA. In line with ASC 850-10-50-5, transactions involving related parties cannot be presumed to be carried
out on an arm’s-length basis. The aggregate employment remuneration of these two immediate family members amounted to CHF 205,114
(USD 24,435) recorded in the income statement in 2021.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
On March 1, 2022, WISeKey and L1 entered into
the L1 Second Amendment, pursuant to which WISeKey has the right to request L1 to subscribe for five L1 Additional Accelerated Tranches
for a total aggregate amount of up to USD 5 million, at the date and time determined by WISeKey during the commitment period, subject
to certain conditions. The total aggregate amount of the L1 facility remains USD 22 million. The terms and conditions of the
L1 Additional Accelerated Tranches issued under the L1 Second Amendment remain the same as the terms and conditions of the L1 Facility
except for the conversion price which is that set under the L1 Second Amendment.
After December 31, 2021, WISeKey made one subscription
under the L1 Second Amendment for USD 1 million. The funds were received on March 07, 2022.
After December 31, 2021, L1 issued a total of
ten conversion notices, resulting in the aggregated conversion of USD 2,600,000 and the delivery of 4,569,997 WIHN Class B Shares.
Anson Facility
After December 31, 2021, Anson issued a total
of five conversion notices, resulting in the aggregated conversion of USD 3,250,000 and the delivery of 5,170,339 WIHN Class B Shares.
Options granted under WISeKey ESOP
After December 31, 2021, a total of 10,805 options
were granted under the Group’s ESOP.
Share Purchase and Transfer Agreement in
relation to the arago Group
On March 14, 2022, the Group signed a Share Purchase
and Transfer Agreement to sell its 51% ownership in arago and its affiliates to OGARA GmbH, with Neutrino Energy Property GmbH & Co.
acting as “Buyer Guarantor”. The sale is expected to be completed in the second quarter of 2022. The group subsidiaries making
up the arago Group in scope for the sale are arago GmbH, arago Da Vinci GmbH, arago Technology Solutions Private Ltd, and arago US Inc.
The completion of the sale is conditional on the consideration being transferred to WISeKey and the shares owned by the Group being transferred
to OGARA.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
In March 2020, the World Health Organization declared
the Coronavirus (COVID-19) a pandemic. The outbreak spread quickly around the world, including in every geography in which the Company
operates. The pandemic has created uncertainty around the impact of the global economy and has resulted in impacts to the financial markets
and asset values. Governments implemented various restrictions around the world, including closure of non-essential businesses, travel,
shelter-in-place requirements for citizens and other restrictions.
The Company took a number of precautionary steps
to safeguard its businesses and colleagues from COVID-19, including implementing travel restrictions, working from home arrangements and
flexible work policies. Through the end of the first half of the year, the majority of the Company’s colleagues continued working
either fully or partially in a remote work environment, with virtually no disruption to the Company as a whole and its ability to serve
clients. The Company started to return to offices around the world, in line with the guidelines and orders issued by national, state and
local governments, implementing a phased approach in its main offices in Switzerland and in France. We continue to prioritize the safety
and well-being of our colleagues during this time.
The Company’s major production centers,
located in Taiwan and Vietnam, were quick to implement controls and safeguards around their processes that enabled us to continue delivering
products with minimal interruption to our clients. At the end of the second quarter, we started to see the first impact of the pandemic
upon our activities with certain clients reducing or delaying their orders. At this stage, the impact upon the Company has been limited
and we remain confident that we will be able to fulfil all current client orders.
The Company retains a strong liquidity position
and believes that it has sufficient cash reserves to support the entity for the foreseeable future (see note 2 for further details.) The
Company continues to review its costs and suspended its share buy-back programs in order to reduce the cash burn. The Company has applied
for, and received, support under the schemes announced by the Swiss government and is applying for similar support under the schemes announced
by the French government. Currently the Company remains able to meet its commitments and does not foresee any significant challenges in
the near future. The Company currently does not anticipate any material impact on its liquidity position and outlook.
At this stage it remains impossible to predict
the extent of the impact of the COVID-19 pandemic as this will depend on numerous evolving factors and future developments that the Company
is not able to predict.
The consolidated financial statements include
the accounts of WISeKey and its wholly-owned or majority-owned subsidiaries over which the Group has control.
The consolidated comprehensive loss and net loss
of non-wholly owned subsidiaries is attributed to owners of the Group and to the noncontrolling interests in proportion to their relative
ownership interests.
Intercompany income and expenses, including unrealized
gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated.
General Principles of Business Combinations
The Company uses the acquisition method to account
for business combination, in line with ASC Topic 805-10 Business Combinations. Subsidiaries acquired or divested in the course of the
year are included in the consolidated financial statements respectively as of the date of purchase, and up to the date of sale. The consideration
for the acquisition is measured as the fair value of the assets transferred, the liabilities incurred and the equity interests issued
by the Company.
Goodwill is initially measured as the excess of
the aggregate of the consideration transferred and the fair value of non-controlling interests over the net identifiable assets acquired
and liabilities assumed.
The preparation of consolidated financial statements
in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. We believe these estimates, judgements
and assumptions are reasonable, based upon information available at the time they were made. These estimates, judgments and assumptions
can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of
revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions
and the actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular
transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas
in which management’s judgment in selecting from available alternatives would not produce a materially different result.
In general, the functional currency of a foreign
operation is the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance
sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. The effects of foreign currency
translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income/loss. The
Group's reporting currency is USD.
Cash consists of deposits held at major banks
that are readily available. Cash equivalents consist of highly liquid investments that are readily convertible to cash and with original
maturity dates of three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities
of these instruments.
Receivables represent rights to consideration
that are unconditional and consist of amounts billed and currently due from customers, and revenues that have been recognized for accounting
purposes but not yet billed to customers. The Group extends credit to customers in the normal course of business and in line with industry
practices.
We recognize an allowance for credit losses to
present the net amount of receivables expected to be collected as of the balance sheet date. The allowance is based on the credit losses
expected to arise over the asset’s contractual term taking into account historical loss experience, customer-specific data as well
as forward looking estimates. Expected credit losses are estimated individually.
Accounts receivable are written off when deemed
uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries, which are not to exceed the
amount previously written off, are considered in determining the allowance balance at the balance sheet date.
Inventories are stated at the lower of cost or
net realizable value. Costs are calculated using standard costs, approximating average costs. Finished goods and work-in-progress inventories
include material, labor and manufacturing overhead costs. The Group records write-downs on inventory based on an analysis of obsolescence
or a comparison to the anticipated demand or market value based on a consideration of marketability and product maturity, demand forecasts,
historical trends and assumptions about future demand and market conditions.
Property, plant and equipment are stated at
cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives which
range from 1 to 5 years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or
the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable.
Those intangible assets that are considered to
have a finite useful life are amortized over their useful lives, which generally range from 1 to 14 years. Each period we evaluate the
estimated remaining useful lives of intangible assets and whether events or changes in circumstances require a revision to the remaining
periods of amortization or that an impairment review be carried out.
Intangible assets with indefinite lives are not
amortized but are subject to annual reviews for impairment.
In line with ASC 842, the Group, as a lessee,
recognizes right-of-use assets and related lease liabilities on its balance sheet for all arrangements with terms longer than twelve months,
and reviews its leases for classification between operating and finance leases. Obligations recorded under operating and finance leases
are identified separately on the balance sheet. Assets under finance leases and their accumulated amortization are disclosed separately
in the notes. Operating and finance lease assets and operating and finance lease liabilities are measured initially at an amount equal
to the present value of minimum lease payments during the lease term, as at the beginning of the lease term.
We have elected the short-term lease practical expedient
whereby we do not present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at
lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise.
We have also elected the practical expedients related
to lease classification of leases that commenced before the effective date of ASC 842.
We adopted ASC 842 as of January 01, 2019 using the
cumulative effect adjustment approach. Accordingly, previously reported financial statements, including footnote disclosures, have not
been restated to reflect the application of the new standard to all comparative periods presented.
Goodwill and Other Indefinite-Lived Intangible
Assets
Goodwill and other indefinite-lived intangible
assets are not amortized, but are subject to impairment analysis at least once annually.
Goodwill is allocated to the reporting unit in
which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that
operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. We review our goodwill
and indefinite lived intangible assets annually for impairment, or sooner if events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. We use October 1st as our annual impairment test measurement date.
In line with ASC 830, the goodwill balance is
recorded in the functional currency of the acquired business and translated at each period end with the exchange rate impact booked into
other comprehensive income.
Equity securities are any security representing
an ownership interest in an entity or the right to acquire or dispose of an ownership interest in an entity at fixed or determinable prices,
in accordance with ASC 321, i.e., investments that do not qualify for accounting as a derivative instrument, an investment in consolidated
subsidiaries, or an investment accounted for under the equity method.
We account for these investments in equity securities
at fair value at the reporting date, except for those investments without a readily determinable fair value where we have elected the
measurement at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for
the identical or a similar investment of the same issuer, in line with ASC 321. Changes in fair value are accounted for in the income
statement as a non-operating income/expense.
Available-for-sale debt securities are investments
in debt securities that have readily determinable fair values and are not classified as trading securities or as held-to-maturity securities.
We account for these investments in available-for-sale
debt securities at fair value at the reporting date and subject to impairment testing. Other than impairment losses, unrealized gains
and losses are reported, net of the related tax effect, in other comprehensive income as change in unrealized gains related to available-for-sale
debt securities.
WISeKey’s policy is to recognize revenue
to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. To achieve that core principle, WISeKey applies the following steps:
-
Step 1: Identify the contract(s) with a customer.
-
Step 2: Identify the performance obligations in the contract.
-
Step 3: Determine the transaction price.
-
Step 4: Allocate the transaction price to the performance obligations in the contract.
-
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
Revenue is measured based on the consideration
specified in a contract with a customer and excludes amounts collected on behalf of third parties. We typically allocate the transaction
price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised
in the contract. If a standalone price is not observable, we use estimates.
The Group recognizes revenue when it satisfies
a performance obligation by transferring control over goods or services to a customer. The transfer may be done at a point in time (typically
for goods) or over time (typically for services). The amount of revenue recognized is the amount allocated to the satisfied performance
obligation. For performance obligations satisfied over time, the revenue is recognized over time, most frequently on a prorata temporis
basis as most of the services provided by the Group relate to a set performance period.
If the Group determines that the performance obligation
is not satisfied, it will defer recognition of revenue until it is satisfied.
We present revenue net of sales taxes and any
similar assessments.
The Group delivers products and records revenue
pursuant to commercial agreements with its customers, generally in the form of an approved purchase order or sales contract.
Where products are sold under warranty, the customer
is granted a right of return which, when exercised, may result in either a full or partial refund of any consideration received, or a
credit that can be applied against amounts owed, or that will be owed, to WISeKey. For any amount received or receivable for which we
do not expect to be entitled to because the customer has exercised its right of return, we recognize those amounts as a refund liability.
Contract assets consists of accrued revenue where
WISeKey has fulfilled its performance obligation towards the customer but the corresponding invoice has not yet been issued. Upon invoicing,
the asset is reclassified to trade accounts receivable until payment.
Deferred revenue consists of amounts that have
been invoiced and paid but have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12-month
period is recorded as current and the remaining deferred revenue recorded as non-current. This would relate to multi-year certificates
or licenses.
amounts that have been invoiced and not yet paid, nor recognized as revenue. Upon payment, the liability
is reclassified to deferred revenue if the amounts still have not been recognized as revenue. Contract liability that will be realized
during the succeeding 12-month period is recorded as current and the remaining contract liability recorded as non-current. This would
relate to multi-year certificates or licenses.
-
advances from customers not supported by invoices.
Cost of Sales and Depreciation of Production
Assets
Our cost of sales consists primarily of expenses
associated with the delivery and distribution of our services and products. These include expenses related to the license to the Global
Cryptographic ROOT Key, the global Certification authorities as well as the digital certificates for people, servers and objects, expenses
related to the preparation of our secure elements and the technical support provided on the Group's ongoing production and on the ramp-up
phase, including materials, labor, test and assembly suppliers, and subcontractors, freights costs, as well as the amortization of probes,
wafers and other items that are used in the production process. This amortization is disclosed separately under depreciation of production
assets on the face of the income statement.
The Group maintains three defined benefit post
retirement plans:
-
one that covers all employees working for WISeKey SA in Switzerland,
-
one that covers all employees working for WISeKey International
Holding Ltd in Switzerland, and
-
one for the French employees of WISeKey Semiconductors SAS.
In accordance with ASC 715-30, Defined Benefit
Plans – Pension, the Group recognizes the funded status of the plan in the balance sheet. Actuarial gains and losses are recorded
in accumulated other comprehensive income / (loss).
Stock-based compensation costs are recognized
in earnings using the fair-value based method for all awards granted. Fair values of options and awards granted are estimated using a
Black-Scholes option pricing model. The model’s input assumptions are determined based on available internal and external data sources.
The risk-free rate used in the model is based on the Swiss treasury rate for the expected contractual term. Expected volatility is based
on historical volatility of WIHN Class B Shares.
Compensation costs for unvested stock options
and awards are recognized in earnings over the requisite service period based on the fair value of those options and awards at the grant
date.
Nonemployee share-based payment transactions are
measured by estimating the fair value of the equity instruments that an entity is obligated to issue and the measurement date will be
consistent with the measurement date for employee share-based payment awards (i.e., grant date for equity-classified awards).
Taxes on income are accrued in the same period
as the revenues and expenses to which they relate.
Deferred taxes are calculated on the temporary
differences that arise between the tax base of an asset or liability and its carrying value in the balance sheet of our companies prepared
for consolidation purposes, with the exception of temporary differences arising on investments in foreign subsidiaries where WISeKey has
plans to permanently reinvest profits into the foreign subsidiaries.
Deferred tax assets on tax loss carry-forwards
are only recognized to the extent that it is “more likely than not” that future profits will be available and the tax loss
carry-forward can be utilized.
Changes to tax laws or tax rates enacted at the
balance sheet date are taken into account in the determination of the applicable tax rate provided that they are likely to be applicable
in the period when the deferred tax assets or tax liabilities are realized.
WISeKey is required to pay income taxes in a number
of countries. WISeKey recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that
the position will be sustained on examination by the tax authorities. The benefit recognized is the largest amount of tax benefit that
is greater than 50 percent likely of being realized on settlement with the tax authority, assuming full knowledge of the position and
all relevant facts. WISeKey adjusts its recognition of these uncertain tax benefits in the period in which new information is available
impacting either the recognition or measurement of its uncertain tax positions.
Research tax credits are provided by the French
government to give incentives for companies to perform technical and scientific research. Our subsidiary WISeKey Semiconductors SAS is
eligible to receive such tax credits.
These research tax credits are presented as a
reduction of Research & development expenses in the income statement when companies that have qualifying expenses can receive such
grants in the form of a tax credit irrespective of taxes ever paid or ever to be paid, the corresponding research and development efforts
have been completed and the supporting documentation is available. The credit is deductible from the entity’s income tax charge
for the year or payable in cash the following year, whichever event occurs first. The tax credits are included in noncurrent deferred
tax credits in the balance sheet in line with ASU 2015-17.
Basic earnings per share are calculated using
WISeKey International Holding AG’s weighted-average outstanding WIHN Class B Shares. When the effects are not antidilutive, diluted
earnings per share is calculated using the weighted-average outstanding WIHN Class B Shares and the dilutive effect of stock options as
determined under the treasury stock method.
Following the acquisition of arago, our chief
operating decision maker, who is also our Chief Executive Officer, requested changes in the information that he regularly reviews for
purposes of allocating resources and assessing budgets and performance. As a result, beginning in fiscal year 2021, we report our financial
performance based on a new segment structure described in Note 39. There was no restatement of prior periods due to changes in reported
segments.
Adoption of new FASB Accounting Standard in
the current year – Prior-Year Financial Statements not restated:
As of January 1, 2021, the Group adopted ASU 2018-14,
Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes
to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for employers that sponsor defined
benefit pension or other postretirement plans.
ASU 2018-14 deletes the following disclosure requirements:
The amounts in accumulated other comprehensive
income expected to be recognized as components of net periodic benefit cost over the next fiscal year; the amount and timing of plan assets
expected to be returned to the employer; related party disclosures about the amount of future annual benefits covered by insurance and
annuity contracts and significant transactions between the employer or related parties and the plan. The effects of a one-percentage-point
change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit
costs and (b) benefit obligation for postretirement health care benefits.
ASU 2018-14 adds/clarifies disclosure requirements
related to the following:
The weighted-average interest crediting rates
for cash balance plans and other plans with promised interest crediting rates; An explanation of the reasons for significant gains and
losses related to changes in the benefit obligation for the period; The projected benefit obligation (PBO) and fair value of plan assets
for plans with PBOs in excess of plan assets; The accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs
in excess of plan assets. There was no material impact on the Group's results upon adoption of the standard.
As of January 1, 2021, The Group also adopted
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (the ASU), as part of its overall simplification initiative
to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided
to users of financial statements, which amendments primarily impact ASC 740, Income Taxes, and
may impact both interim and annual reporting periods.
It eliminates the need for an organization to
analyze whether the following apply in a given period:
·
Exception to the incremental approach for intraperiod tax allocation; Exceptions to accounting for basis differences when there are
ownership changes in foreign investments; Exception in interim period income tax accounting for year-to-date losses that exceed anticipated
losses.
The ASU also improves financial statement preparers’
application of income tax-related guidance and simplifies GAAP for:
·
Franchise taxes that are partially based on income; Transactions with a government that result in a step up in the tax basis of goodwill;
Separate financial statements of legal entities that are not subject to tax; Enacted changes in tax laws in interim periods.
There was no material impact on the Group's results
upon adoption of the standard.
As of January 1, 2021, the Group also adopted
ASU 2020-01, Investments- Equity securities (Topic 321), Investments – equity method and joint ventures (Topic 323), and derivatives
and hedging (topic 815), which provides additional guidance as a result of the adoption of ASU 2016-01, which added Topic 321, Investments
– Equity Securities and provided an entity with the option to measure certain equity securities without a readily determinable fair
value at cost, minus impairment. ASU 2020-01 amended the current guidance. In particular, the FASB clarified that entities seeking to
apply the measurement alternative found in Topic 321 should first consider whether there are observable transactions that would require
the reporting entity to either apply or discontinue the equity method of accounting in accordance with Topic 323. With respect to certain
forward contracts and purchase options, the FASB explained an entity should not consider whether the underlying securities would be accounted
for under Topic 323, or the fair value option found in Topic 825 upon the settlement of the contract or purchase option. Entities should
instead consider the characteristics of these contracts and options based on the guidance found in 815-10-15-141 to determine the appropriate
accounting treatment.
There was no material impact on the Group's results
upon adoption of the standard.
As of January 1, 2021, the Group also adopted
ASU 2020-10, Codification improvements, which further clarify and improve the Codification by codifying all guidance that requires or
provides the option for an entity to disclose information within the footnotes. This clarification is meant to reduce the likelihood of
a preparer missing required disclosure requirements. While the amendments do not introduce new topics or subtopics or change existing
GAAP, all entities should review the changes found in the ASU to assess the impact it may have on their financial reporting requirements.
There was no material impact on the Group's results
upon adoption of the standard.
New FASB Accounting Standard to be adopted
in the future:
In August 2020, the FASB issued Accounting Standards
Update (ASU) no 2020-06, 'Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.
Summary: ASU 2020-06 simplifies accounting for
convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments
will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate
accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify
for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings
per share (EPS) calculation in certain areas.
Effective Date: ASU No. 2020-06 is effective for
public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to
be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim
periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15,
2023, including interim periods within those fiscal years. Early adoption will be permitted.
The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.
In May 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified
Written Call Options — a consensus of the FASB Emerging Issues Task Force.
Summary: The ASU provides a principles-based framework
to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. This Update is
to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written
call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this Update affect
all entities that issue freestanding written call options that are classified in equity.
Effective Date: ASU No. 2021-04 is effective for
fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments
prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted.
The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.
In October 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers.
Summary: The ASU amends ASC 805 to “require
acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.”
Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. ASU 2021-08 requires contract assets
and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance
with ASC 606 (meaning the acquirer should assume it has entered the original contract at the same date and using the same terms as the
acquiree). This new ASU applies to contract assets and contract liabilities acquired in a business combination and to other contracts
that directly/indirectly apply the requirements of ASC 606.
Effective Date: ASU No. 2021-08 is effective for
public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity
should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted.
The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.
In November 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.
Summary: The ASU provides an update to increase
the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance,
and the effect of the assistance on an entity’s financial statements. ASC 832 requires the following disclosures in the notes, information
about the nature of the transactions, the accounting policies used to account for the transactions, and balance sheet and income statement
affected by the transactions. The duration, commitments, provisions, and other contingencies are required to disclose.
Effective Date: ASU No. 2021-10 is effective for
fiscal years beginning after December 15, 2021. Early adoption is permitted.
The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.
Disclosure of accounting policy for premium paid to acquire option for investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).
Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.
Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
Disclosure of accounting policy for determining an entity's fiscal year or other fiscal period. This disclosure may include identification of the fiscal period end-date, the length of the fiscal period, any reporting period lag between the entity and its subsidiaries, or equity investees. If a reporting lag exists, the closing date of the entity having a different period end is generally noted, along with an explanation of the necessity for using different closing dates. Any intervening events that materially affect the entity's financial position or results of operations are generally also disclosed.
Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.
Disclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets.
Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
Disclosure of accounting policy for finite-lived intangible assets. This accounting policy also might address: (1) the amortization method used; (2) the useful lives of such assets; and (3) how the entity assesses and measures impairment of such assets.
Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.
Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
Disclosure of accounting policy for pension plans. This accounting policy may address (1) the types of plans sponsored by the entity (2) groups that participate in (or are covered by) each plan (3) how plan assets, liabilities and expenses are measured, including the use of any actuaries and (4) significant assumptions used by the entity to value plan assets and liabilities and how such assumptions are derived.
Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
Disclosure of accounting policy for determining the allowance for doubtful accounts for trade and other accounts receivable balances, and when impairments, charge-offs or recoveries are recognized.
Disclosure of accounting policy for its research and development and computer software activities including the accounting treatment for costs incurred for (1) research and development activities, (2) development of computer software for internal use, (3) computer software to be sold, leased or otherwise marketed as a separate product or as part of a product or process and (4) in-process research and development acquired in a purchase business combination.
Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.
Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.
Tabular disclosure of the various types of trade accounts and notes receivable and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.
Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).
Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process.
Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.
Tabular disclosure of a material business combination completed during the period, including reconciliation of total consideration for the acquisition to the cash flow statement.
Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.
Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.
Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.
Tabular disclosure for lessee's operating leases. Includes, but is not limited to, description of lessee's operating lease, existence and terms of renewal or purchase options and escalation clauses, restrictions imposed by lease, such as those concerning dividends, additional debt, and further leasing, rent holidays, rent concessions, or leasehold improvement incentives and unusual provisions or conditions.
Tabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date.
Tabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses.
Tabular disclosure of the amounts that are recognized in the balance sheet (or statement of financial position) for pension plans and/or other employee benefit plans, showing separately the assets and current and noncurrent liabilities (if applicable) recognized.
Tabular disclosure of assumption used to determine benefit obligation and net periodic benefit cost of defined benefit plan. Includes, but is not limited to, discount rate, rate of compensation increase, expected long-term rate of return on plan assets and interest crediting rate.
Tabular disclosure of the reconciliation of beginning and ending balances of the fair value of plan assets of pension plans and/or other employee benefit plans showing separately, if applicable, the effects during the period attributable to each of the following: actual return on plan assets, foreign currency exchange rate changes, contributions by the employer, contributions by plan participants, benefits paid, business combinations, divestitures, and settlements.
Tabular disclosure of the change in the benefit obligation of pension plans and/or other employee benefit plans from the beginning to the end of the period, showing separately, if applicable, the effects of the following: service cost, interest cost, contributions by plan participants, actuarial gains and losses, foreign currency exchange rate changes, benefits paid, plan amendments, business combinations, divestitures, curtailments, settlements, and special and contractual termination benefits.
Tabular disclosure of benefits expected to be paid by pension plans and/or other employee benefit plans in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter.
Per Articles of association and Swiss capital categories
Authorized Capital - Total number of authorized shares
—
18,469,207
—
7,808,906
Conditional Share Capital - Total number of conditional shares(1)
12,000,000
31,469,207
—
7,804,030
Total number of fully paid-in shares
40,021,988
88,120,054
40,021,988
47,622,689
Per US GAAP
Total number of authorized shares
40,021,988
138,058,468
40,021,988
63,234,625
Total number of fully paid-in issued shares(1)
40,021,988
88,120,054
40,021,988
47,622,689
Total number of fully paid-in outstanding shares(1)
40,021,988
80,918,390
40,021,988
42,839,554
Par value per share (in CHF)
0.01
0.05
0.01
0.05
Share capital (in USD)
400,186
4,685,301
400,186
2,490,403
Total share capital (in USD)
5,085,487
2,890,589
Treasury Share Capital
Total number of fully paid-in shares held as treasury shares
—
7,201,664
—
4,783,135
Treasury share capital (in USD)
—
636,436
—
505,154
Total treasury share capital (in USD)
—
636,436
—
505,154
(1) Conversions of conditional capital that were not registered with the commercial register as of December 31, 2021 are not deducted
from the total number of conditional shares, i.e. the number shown is as if the issues had not taken place.
Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.
Tabular disclosure of receivable, contract asset, and contract liability from contract with customer. Includes, but is not limited to, change in contract asset and contract liability.
Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.
Tabular disclosure of revenue from external customers by geographic areas attributed to the entity's country of domicile and to foreign countries from which the entity derives revenue.
Other Operating Income - Schedule of Other Operating Income
12 months ended December 31,
USD'000
2021
2020
2019
Other operating income from related parties
71
43
140
Other operating income - other
112
—
40
Total other operating income
183
43
180
In the year 2021, other operating income from
related parties was made up of the amounts invoiced by WISeKey to the OISTE Foundation for the use of its premises and equipment (see
Note 42).
Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.
Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.
Tabular disclosure of the detailed components of other nonoperating income. May include methodology, assumptions and amounts for: (a) dividends, (b) interest on securities, (c) profits on securities (net of losses), and (d) miscellaneous other income items.
Tabular disclosure of the detailed components of other nonoperating expenses. This disclosure may include methodology, assumptions and amounts for : (a) losses on securities (net of profits) and (b) miscellaneous income deductions.
Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
Tabular disclosure of income tax examinations that an enterprise is currently subject to or that have been completed in the current period typically including a description of the examination, the jurisdiction conducting the examination, the tax year(s) under examination, the likelihood of an unfavorable settlement, the range of possible losses, the liability recorded, the increase or decrease in the liability from the prior period, and any penalties and interest that have been recorded.
Tabular disclosure of pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization.
Tabular disclosure of the components of net deferred tax asset or liability at the Swiss statutory rate recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
Tabular disclosure of the components of income tax expense at the Swiss statutory rate attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
The following tables summarize geographic information
for net sales based on the billing address of the customer, and for property, plant and equipment.
Segment Information and Geographic
Data - Schedule of Revenue and Property, Plant and Equipment by Geography
Net sales by region
12 months ended December 31,
USD'000
2021
2020
2019
Switzerland
1,272
592
2,137
Rest of EMEA* Rest of EMEA
7,702
4,321
8,046
North America North America
11,148
8,260
9,691
Asia Pacific Asia Pacific
2,062
1,526
2,504
Latin
America Latin America
74
80
274
Total net sales
22,258
14,779
22,652
* EMEA means Europe, Middle East and Africa
Property, plant and equipment, net of depreciation, by region
As at December 31,
As at December 31,
USD'000
2021
2020
Switzerland
85
37
Rest of EMEA*
495
953
North America
1
1
Asia Pacific
6
9
Total Property, plant and equipment, net of depreciation
Tabular disclosure of all significant reconciling items in the reconciliation of total assets from reportable segments to the entity's consolidated assets.
Tabular disclosure of all significant reconciling items in the reconciliation of total revenues from reportable segments to the entity's consolidated revenues.
Tabular disclosure of information concerning material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries.
Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.
The following table shows the number of stock
equivalents that were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.
Earnings/(Loss) Per Share - Schedule
of Anti-Dilutive Excluded from Computation
Dilutive vehicles with anti-dilutive effect
2021
2020
2019
Total
stock options Stock Options
3,171,936
1,333,434
—
Warrants Warrants
—
—
—
Total
convertible instruments Convertible Instruments
14,754,955
20,369,716
—
Total number of shares from dilutive vehicles with anti-dilutive effect
Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.
Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.
Tabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.
WISeKey
has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed
between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each
tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from
issuance
WISeKey has the right to request L1 to subscribe for four “accelerated” note
tranches of up to USD 2,750,000 each or any other amount agreed between the parties
WISeKey has the right to request L1 to subscribe for four L1 Accelerated Tranches of between
USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by
WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the L1 Accelerated Tranches issued under
the L1 First Amendment remain the same as the terms and conditions of the L1 Facility except for the conversion price of the L1 Accelerated
Tranches which is set at 90% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on the SIX Swiss Exchange
during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount
WISeKey
has the right to request Anson to subscribe for four “accelerated” note tranches of up to USD 2,750,000 each or any other
amount agreed between the parties
Pursuant to the SEDA, Yorkville
commits to provide equity financing to WISeKey in the aggregate amount of up to CHF 50.0 million in exchange for Class B Shares over a
three-year period.
WISeKey has the right to make
drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe for (if the Class B Shares are issued out of authorized
share capital) or purchase (if the Class B Shares are delivered out of treasury) Class B Shares worth up to CHF 5.0 million
by drawdown, subject to certain exceptions and limitations. On March 04, 2020, the SEDA was extended by 24 months to March
31, 2023.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Including the current and noncurrent portions, carrying amount of debt identified as being convertible into another form of financial instrument (typically the entity's common stock) as of the balance sheet date, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company.
Identification of the lender and information about a contractual promise to repay a short-term or long-term obligation, which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total.
The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.
The cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
Additional information about a contractual promise which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total.
Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
The cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.
The net change in the difference between the fair value and the carrying value, or in the comparative fair values, of derivative instruments, including options, swaps, futures, and forward contracts, held at each balance sheet date, that was included in earnings for the period.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Fair value, before effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities elected not to be offset. Excludes liabilities not subject to a master netting arrangement.
Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.
Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Yield on the receivable, on which interest has been imputed, as calculated from its issuance value or purchase price. The calculated effective interest rate considers factors such as the issued face value or price paid for the receivable, the time period between payments, and the time until maturity [full receipt] of the receivable.
Amount, after tax and before adjustment, of unrealized holding gain (loss) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale). Excludes unrealized gain (loss) on investment in debt security measured at amortized cost (held-to-maturity) from transfer to available-for-sale.
WISeKey or arago could request conversion of the arago First
Convertible Loan into arago shares representing 5% of arago’s fully diluted share capital provided that either the full CHF 5 million
was paid by WISeKey or that WISeKey had terminated the agreement.
three monthly installments of CHF 1 million
starting November 20, 2020 subject to adjustment in accordance with arago’s working capital needs, and (ii) a guarantee on
arago’s existing indebtedness
WISeKey could request conversion of the arago Third Convertible Loan into arago shares representing 51%
of arago’s fully diluted share capital at any time provided that the full CHF 5 million was paid by WISeKey and that WISeKey
paid the nominal value of the newly issued shares in cash.
WISeKey intended
to acquire 51% of arago’s fully diluted share capital, instead of the 5% previously negotiated under the arago First Convertible
Loan and arago Second Convertible Loan, in exchange for (i) an investment of CHF 5 million
Amount of unrealized gain on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).
Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), classified as current.
Fair value portion of borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
The cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
Amount before valuation and LIFO reserves of merchandise or goods in the production process expected to be completed within one year or operating cycle, if longer.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of loss from reductions in inventory due to subsequent measurement adjustments, including, but not limited to, physical deterioration, obsolescence, or changes in price levels.
Carrying value of amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment within one year or during the operating cycle, if shorter.
Amount of asset related to consideration paid in advance for other costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
Carrying amount as of the balance sheet date of value added taxes due either from customers arising from sales on credit terms, or as previously overpaid to tax authorities. For classified balance sheets, represents the current amount receivable, that is amounts expected to be collected within one year or the normal operating cycle, if longer.
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
Carrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting.
Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current.
Cost of investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI). Excludes equity method investment and investment in equity security without readily determinable fair value.
Amount before accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
Amount, before allocation of a valuation allowances, of deferred tax assets attributable to deductible tax credit carryforwards including, but not limited to, research, foreign, general business, alternative minimum tax, and other deductible tax credit carryforwards.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.
The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.
Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Remaining amortization period of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
Carrying amount of finite-lived intangible assets, indefinite-lived intangible assets and goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets are assets, not including financial assets, lacking physical substance.
Rental expense for the reporting period incurred under operating leases, including minimum and any contingent rent expense, net of related sublease income.
Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment to be paid in fifth year and beyond current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for lease payment to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for short-term lease payments to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for short-term lease payments to be paid in fifth fiscal year and beyond following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for short-term lease payments to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for short-term lease payments to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of lessee's undiscounted obligation for short-term lease payments to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
Weighted average remaining lease term for finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination.
Amount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of increase (decrease) in cumulative translation adjustment, after tax, from translating foreign currency financial statements into the reporting currency.
Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.
The cash outflow associated with the purchase of or advances to an equity method investments, which are investments in joint ventures and entities in which the entity has an equity ownership interest normally of 20 to 50 percent and exercises significant influence.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Amount for accounts payable to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Carrying value as of the balance sheet date of obligations incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).
Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Carrying value as of the balance sheet date of obligations incurred and payable for real and property taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Carrying value as of the balance sheet date of liabilities incurred through that date and payable for statutory sales and use taxes, including value added tax. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
The dates and amounts
of the first 3 tranches were agreed in advance in the GTO Facility agreement; for the remaining facility, GTO has the right to
request the subscription of 2 tranches, all other tranches are to be subscribed for by WISeKey during the commitment period, subject
to certain conditions. Each tranche is divided into convertible notes of CHF 10,000 each that do not bear interest. Subject to
a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12
months from issuance
WISeKey
has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed
between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each
tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from
issuance
WISeKey
has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed
between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each
tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from
issuance
WISeKey has the right to request L1 to subscribe for four “accelerated” note
tranches of up to USD 2,750,000 each or any other amount agreed between the parties
WISeKey has the right to request L1 to subscribe for four L1 Accelerated Tranches of between
USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by
WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the L1 Accelerated Tranches issued under
the L1 First Amendment remain the same as the terms and conditions of the L1 Facility except for the conversion price of the L1 Accelerated
Tranches which is set at 90% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on the SIX Swiss Exchange
during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount
WISeKey
has the right to request Anson to subscribe for four “accelerated” note tranches of up to USD 2,750,000 each or any other
amount agreed between the parties
WISeKey
has the right to request Anson to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed
between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each
tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from
issuance (the “Anson Conversion Period”). Conversion takes place upon request by Anson during the Anson Conversion
Period, but in any case no later than at the expiry of the Anson Conversion Period. Each calendar month, Anson can request
conversion of up to 12.5% of the principal amount of all issued tranches at a conversion price of 95% of the lowest daily
volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the
relevant conversion date, and, should Anson wish to convert more than 12.5% of the principal amount of all issued tranches in a
calendar month, the conversion price for the additional converted amounts is set at the higher of (i) the Fixed Conversion price
applicable to relevant tranche, and (ii) 95% of the lowest daily volume-weighted average price of a Class B Share as traded on the
SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date
WISeKey has the right to request Anson to subscribe for four Anson Accelerated Tranches
of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined
by WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the Anson Accelerated Tranches issued
under the Anson First Amendment remain the same as the terms and conditions of the Anson Facility except for the conversion price of the
Anson Accelerated Tranches which is set at 90% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX
Swiss Exchange during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount
WISeKey has the right to make drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe
for (if the Class B Shares are issued out of authorized share capital) or purchase (if the Class B Shares are delivered out of treasury)
Class B Shares worth up to CHF 5,000,000 by drawdown, subject to certain exceptions and limitations (including the exception that a drawdown
request by WISeKey shall in no event cause the aggregate number of Class B Shares held by Yorkville to meet or exceed 4.99% of the total
number of shares registered with the commercial register of the Canton of Zug). The purchase price will be 93% of the relevant market
price at the time of the drawdown, determined by reference to a ten-day trading period following the draw down request by WISeKey.
Accumulated amortization of other deferred costs capitalized at the end of the reporting period. Does not include deferred finance costs, deferred acquisition costs of insurance companies, or deferred leasing costs for real estate operations.
Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
Amount of contractual obligation, including but not limited to, long-term debt, capital lease obligations, operating lease obligations, purchase obligations, and other commitments.
Including the current and noncurrent portions, carrying amount of debt identified as being convertible into another form of financial instrument (typically the entity's common stock) as of the balance sheet date, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company.
The portion of the carrying value of long-term convertible debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle if longer. Convertible debt is a financial instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
The number of warrants issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
Sum of the carrying amounts as of the balance sheet date of deferred costs capitalized at the end of the reporting period that are expected to be charged against earnings within one year or the normal operating cycle, if longer.
Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.
This item represents the difference between the aggregate fair value and the aggregate unpaid principal balance of long-term debt instruments that have contractual principal amounts and for which the fair value option has been elected.
The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.
The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt.
The cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.
A fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer.
The cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.
Fair value of share-based awards for which the grantee gained the right by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash.
The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates.
Date of maturity or expiration of arrangements with a related party (for example, but not limited to, leasing and debt arrangements between related parties), in YYYY-MM-DD format.
Weighted average rate of return on plan assets, reflecting average rate of earnings expected on existing plan assets and expected contributions, used to determine net periodic benefit cost of defined benefit plan.
Weighted average rate of compensation increase used to determine net periodic benefit cost of defined benefit plan. Plan includes, but is not limited to, pay-related defined benefit plan.
Amount of increase (decrease) in plan assets of defined benefit plan from actual return (loss) determined by change in fair value of plan assets adjusted for contributions, benefit payments, and other expenses.
Amount of gain (loss) from change in actuarial assumptions which (increases) decreases benefit obligation of defined benefit plan. Assumptions include, but are not limited to, interest, mortality, employee turnover, salary, and temporary deviation from substantive plan.
Amount of asset segregated and restricted to provide benefit under defined benefit plan. Asset includes, but is not limited to, stock, bond, other investment, earning from investment, and contribution by employer and employee.
Amount of funded (unfunded) status of defined benefit plan, measured as difference between fair value of plan assets and benefit obligation. Includes, but is not limited to, overfunded (underfunded) status.
Amount, before tax, after reclassification adjustment, of (increase) decrease in accumulated other comprehensive income from prior service cost (credit) of defined benefit plan.
Estimated amount, before tax, after reclassification adjustment, of (increase) decrease in accumulated other comprehensive income from prior service cost (credit) of defined benefit plan.
Amount of increase (decrease) in plan assets of defined benefit plan from actual return (loss) determined by change in fair value of plan assets adjusted for contributions, benefit payments, and other expenses.
Amount of actuarial (gain)/loss on liabilities from changes to demo. assumptions recognized in net periodic benefit cost (credit) of defined benefit plan.
Amount of actuarial (gain)/loss on liabilities from changes to financial assumptions recognized in net periodic benefit cost (credit) of defined benefit plan.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
Number of common and preferred shares that were previously issued and that were repurchased by the issuing entity and held in treasury on the financial statement date. This stock has no voting rights and receives no dividends.
The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury.
Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.
Amount, before tax, of reclassification adjustment from accumulated other comprehensive income (loss) (AOCI) for gain (loss) from (increase) decrease in liability for future policy benefit from change in discount rate.
Amount before tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.
Amount, after tax and before adjustment, of unrealized holding gain (loss) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale). Excludes unrealized gain (loss) on investment in debt security measured at amortized cost (held-to-maturity) from transfer to available-for-sale.
Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.
Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
Amount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.
Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.
The total amount of other operating income, the components of which are not separately disclosed on the income statement, from items that are associated with the entity's normal revenue producing operation.
The amount of other operating income from related parties, the components of which are not separately disclosed on the income statement, from items that are associated with the entity's normal revenue producing operation.
The amount of other operating income, the components of which are not separately disclosed on the income statement, from items that are associated with the entity's normal revenue producing operation.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
The estimated measure of the maximum percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.
The estimated measure of the minimum percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.
Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of accumulated difference between fair value of underlying shares on dates of exercise and exercise price on options exercised (or share units converted) into shares.
The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan.
Amount by which current fair value of underlying stock exceeds exercise price of fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.
Number of fully vested and expected to vest options outstanding that can be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.
Weighted-average exercise price, at which grantee can acquire shares reserved for issuance, for fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.
Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
Weighted average remaining contractual term for fully vested and expected to vest exercisable or convertible options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of expense for salary, wage, profit sharing; incentive and equity-based compensation; and other employee benefit. Other employee benefit expense includes, but is not limited to, service component of net periodic benefit cost for defined benefit plan. Excludes compensation cost in cost of good and service sold.
The shares or units in an ESOP trust that have been assigned to individual participant accounts based on a known formula. IRS rules require allocations to be nondiscriminatory generally based on compensation, length of service, or a combination of both. For any particular participant such shares or units may be vested, unvested, or partially vested.
The amount of interest income and other income recognized during the period. Included in this element is interest derived from investments in debt securities, cash and cash equivalents, and other investments which reflect the time value of money or transactions in which the payments are for the use or forbearance of money and other income from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business).
Amount, before tax and reclassification adjustment, of unrealized gain (loss) from increase (decrease) in instrument-specific credit risk of financial liability measured under fair value option.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.
Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.
Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets.
The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations.
Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible expenses.
Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.
Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.
Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of interest revenue (income derived from investments in debt securities and on cash and cash equivalents) net of interest expense (cost of borrowed funds accounted for as interest).
Amount of intersegment revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
Sum of the carrying amounts as of the balance sheet date of all segment assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Amount of segment income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.
Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of increase (decrease) to net income used for calculating diluted earnings per share (EPS), resulting from the assumed exercise stock options, restrictive stock units (RSUs), convertible preferred stock of an employee stock ownership plan (ESOP), and other dilutive convertible securities.
The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of call options and warrants using the treasury stock method.
Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.
Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.
The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.
Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle).
Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).
Expenses recognized resulting from transactions (excluding transactions that are eliminated in consolidated or combined financial statements) with related party.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.
Value of entity shares held by subsidiary, which are purchased for the purpose of granting the shares to senior employees as part of an employee stock option plan approved by the Entity's Board of Directors. Presented as a reduction of shareholders' equity at their cost to the subsidiary.
Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).
The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates.
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
Including the current and noncurrent portions, carrying amount of debt identified as being convertible into another form of financial instrument (typically the entity's common stock) as of the balance sheet date, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company.
The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
The cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.
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Switzerland598822258000147790002265200012869000857800012871000301000736000325000908800054650009456000183000430001800007007000601200064220001022600073550007929000187260001067300015789000357760002399700029960000-26688000-18532000-2050400086380001127000191800032500004400021400000-23300010570004580007420004755000110790003670000-24187000-28898000-23017000-93000900013000-24094000-28907000-23030000001934000-0-0791000-0-01801000-0-0-4200000311000000030484000-24094000-289070007454000-3754000-248000-733000-20340000-286590008187000-0.34-0.68-0.64-0.34-0.68-0.64000.84000.81-0.28-0.670.23-0.28-0.670.23-15340001729000516000-19650005385000015720001189000-21990007350000-53470008303000-1683000-29441000-206040005771000186000-95000-127000-55330008398000-1556000-3567000-343000-860000-25874000-2026100066310003424900019650000110000211300032610002900000680003700091900002710000247400014350006490008360006770008140004251000038663000190000183000600030008480001312000587000100000091860009000171000246000370600025020003084100083170001690005010001000301000258000176000462950001421800088805000528810001644800013099000624900041150005633000487000302000550001190009500006010001100030005520001105000247520002497700045800064600090490003710000100000190006700028780001901000239500004769000676800029060000620003800057000329000226740001347800047426000384550004000004000000.010.01400219884002198840021988400219884002198840021988468500024900000.050.051380584686323462588120054476226898091839042839554010007201664478313563600050500026819900022476300014070006940000-238160000-21782000035895000162690005484000-184300041379000144260008880500052881000400219882882408640000014750001875000-12880002120360006000-189161000-145300022015000-15710002044400082613630448000448000000004480000448000253724001260001260000000012600001260000000393000-50000038800003880008000000-0-441000-441000439000-0-0-0-0-2000-0-20000001252000-228000000102400001024000000517000200700000025240000252400000020000124200000012620000126200000010600087490000008855000088550000002300059300000061600006160000000-2900000-5000-340007100037000-0-0-0696000-0-0-0-0696000-0696000000000-286590000-28659000-248000-28907000000000083930008398000-950008303000400219884762268940000024900002890000-5050002247630001000-217820000694000016269000-1843000144260000000-154000000-1540000-1540003049702000200002000-1000003000030000000378300000037830000378300028386037-0-1528000-15280001528000-0-0-0-0-0-0-000025000016000000041000004100003058358017400017400056000351200000037420000374200090224730491000491000259000146200000001537000001537000000064500012387000000130320000130320000004530009126000000957900009579000-0-0-0-0-0-0-0-0-026000260000000000001092100010921000-0-0-0266000-0-0-0-0266000-0266000000000-203400000-20340000-3754000-240940000000000-5533000-5533000186000-5347000400219888812005440000046850005085000-6360002681990000-238160000140700035895000548400041379000-24094000-2890700074540005130009880008210004810006040005340000700000003250001057000458000783000-044000214000-132600037830003930005414000180002400099000457000535000-1310009000-17000-52000146000140004000031100000555300017200045500080000-300000-800000-157000-207000-870000-1346000236000-313000-1399000-737000-4600084000-464000-1176000-19000-1805000-530007700020610002386000-1765000-723000213000250008000-8000-362000-2370000-199000-2170008100090002247000-57000066000258000-272000326000-2592000-21791000-12550000-1389100047600040000003600052000293000-4091900020130003845000-2525000-389700036626000400068000341200022600021940001112000443620002205300028600006460004030000527600023440002763100023410004200011350001025000369750002148200017284000-6300082000-2000001259600051170005492000217630001664600011154000343590002176300016646000342490001965000012121000110000211300025250002000000343590002176300016646000490000250000756000460001200043704000129460001771000100050000032100023750005440003768000<p id="xdx_80F_eus-gaap--NatureOfOperations_zh5umOpu7J44" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 1.</span> <span id="xdx_829_zqiHh1oJZuIh">The WISeKey Group</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">WISeKey International Holding AG, together with
its consolidated subsidiaries (“<b>WISeKey</b>” or the “<b>Group</b>” or the “<b>WISeKey Group</b>”),
has its headquarters in Switzerland. WISeKey International Holding AG, the ultimate parent of the WISeKey Group, was incorporated in December
2015 and is listed on the Swiss Stock Exchange, SIX SAG with the valor symbol “WIHN” since March 2016 and on the NASDAQ Capital
Market exchange with the valor symbol “WKEY” since December 2019.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group develops, markets, hosts and supports
a range of solutions that enable the secure digital identification of people, content and objects, by generating digital identities that
enable its clients to monetize their existing user bases and at the same time, expand its own eco-system. WISeKey generates digital identities
from its current products and services in Cybersecurity Services, IoT (internet of Things), Digital Brand Management and Mobile Security.
In 2021, the Group entered the field of Artificial Intelligence (“AI”) with the acquisition of arago GmbH.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group leads a carefully planned vertical integration
strategy through acquisitions of companies in the industry. The strategic objective is to provide integrated services to its customers
and also achieve cross-selling and synergies across WISeKey. Through this vertical integration strategy, WISeKey anticipates being able
to generate profits in the near future.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_806_eus-gaap--SubstantialDoubtAboutGoingConcernTextBlock_zbchximZ6vhb" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 2.</span> <span id="xdx_824_zFcOmtounoe6">Future operations and going concern</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group experienced a loss from operations in
this reporting period. Although the WISeKey Group does anticipate being able to generate profits in the near future, this cannot be predicted
with any certainty. The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going
concern.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group incurred a net operating loss of USD <span id="xdx_909_eus-gaap--OperatingIncomeLoss_pn3n3_dxL_c20210101__20211231_z2NYM4xTr0xj" title="Operating income/(loss)::XDX::-26%2C688"><span style="-sec-ix-hidden: xdx2ixbrl1153">26.7</span></span>
million and had positive working capital of USD <span id="xdx_902_ecustom--WorkingCapitalDeficit_iI_pn3n6_c20211231_z6RJYb1bCT7k" title="Working capital deficit">17.8</span> million as at December 31, 2021, calculated as the difference between
current assets and current liabilities. Based on the Group’s cash projections for the next 12 months to April 30, 2023, it has sufficient
liquidity to fund operations and financial commitments. Historically, the Group has been dependent on equity financing to augment the
operating cash flow to cover its cash requirements. Any additional equity financing may be dilutive to shareholders.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On February 08, 2018 the Group entered into a
Standby Equity Distribution Agreement (“<b>SEDA</b>”) with Yorkville (see Note 27 for detail). <span id="xdx_90B_eus-gaap--DebtInstrumentDescription_c20180201__20180208__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zMK8yWf0jutb">Pursuant to the SEDA, Yorkville
commits to provide equity financing to WISeKey in the aggregate amount of up to CHF 50.0 million in exchange for Class B Shares over a
three-year period.</span> Provided that a sufficient number of Class B Shares is provided through share lending, <span id="xdx_90C_ecustom--StandbyEquityDistributionAgreementRightsDescription_c20180201__20180208__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zWHN2cmfpWgl" title="Standby Equity Distribution Agreement Rights, description">WISeKey has the right to make
drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe for (if the Class B Shares are issued out of authorized
share capital) or purchase (if the Class B Shares are delivered out of treasury) Class B Shares worth up to CHF 5.0 million
by drawdown, subject to certain exceptions and limitations. On March 04, 2020, the SEDA was extended by 24 months to March
31, 2023.</span> In the year 2021, WISeKey made one drawdown for CHF <span id="xdx_90C_eus-gaap--ProceedsFromIssuanceOfLongTermDebt_pp0p0_uCHF_c20210101__20211231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zsRIi3eGVzRi" title="Standby Equity Distribution Agreement, drawdowns">363,876</span> (USD <span id="xdx_905_eus-gaap--ProceedsFromIssuanceOfLongTermDebt_pp0p0_uUSD_c20210101__20211231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zdvw2q25AVB" title="Standby Equity Distribution Agreement, drawdowns">380,568</span> at historical rate). As at December 31, 2021,
the outstanding equity financing available was CHF <span id="xdx_901_eus-gaap--DebtInstrumentUnusedBorrowingCapacityAmount_iI_pp0p0_uCHF_c20211231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zs3Fxe0RdWZe" title="Outstanding equity financing available">45,643,955</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On May 18, 2020, the Group entered into an Agreement
for the Issuance and Subscription of Convertible Notes (the “<b>Nice & Green Facility</b>”) with Nice & Green SA (“<b>Nice
& Green</b>”) (see Note 27 for detail.) Pursuant to the Nice & Green Facility, Nice & Green commits to subscribe for
up to CHF <span id="xdx_909_eus-gaap--LineOfCredit_iI_pn3n6_uCHF_c20200518__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--NiceAndGreenFacilityMember_ztyjGdYLVhhc" title="Line of credit">10.0</span> million of interest-free convertible notes, over a two-year period. Subject to a cash redemption right of WISeKey, the
convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12 months from issuance. In year
2021, WISeKey made no subscription. As at December 31, 2021, the outstanding Nice & Green Facility available was CHF <span id="xdx_903_eus-gaap--LineOfCreditFacilityRemainingBorrowingCapacity_iI_pp0p0_uCHF_c20211231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--NiceAndGreenFacilityMember_zX65XcbC4J5" title="Outstanding facility available">1,083,111</span>
(USD <span id="xdx_906_eus-gaap--LineOfCreditFacilityRemainingBorrowingCapacity_iI_pp0p0_uUSD_c20211231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--NiceAndGreenFacilityMember_zSQxx4Nxv0Wc" title="Outstanding facility available">1,187,876</span>) and there were no unconverted outstanding loan amounts.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_919_eus-gaap--ConvertibleDebtMember_zOrDidZMNlUg" style="display: none">Convertible Debt</span> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 29,2021, WISeKey entered into an Agreement
for the Subscription of up to $<span id="xdx_901_eus-gaap--ConvertibleDebt_iI_pn3n6_c20210629__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z4tDCeVNZOz7" title="Convertible debt">22</span>M Convertible Notes (the “<b>L1 Facility</b>”) with L1 Capital Global Opportunities Master
Fund (“<b>L1</b>”), pursuant to which L1 commits to grant a loan to WISeKey for up to a maximum amount of USD <span id="xdx_900_eus-gaap--ConvertibleDebt_iI_pn3n6_c20210629__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zsyDnXdtQdZj" title="Convertible debt">22</span> million
divided into tranches of variable sizes, during a commitment period of 24 months ending June 28, 2023. The initial tranche was agreed
in the L1 Facility agreement as USD <span id="xdx_906_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210601__20210630__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zzySoMYLjNl3" title="Proceeds from convertible debt">11</span> million to be funded on June 29, 2021 (the “<b>L1 Initial Tranche</b>”).
On September 27, 2021, WISeKey and L1 signed the First Amendment to the Subscription Agreement (the “<b>L1 First Amendment</b>”),
pursuant to which, for the remaining facility, <span id="xdx_904_ecustom--ConvertibleDebtRightsAdditionalInformation_c20210901__20210930__us-gaap--DebtInstrumentAxis__custom--L1FacilityFirstAmendmentMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zRlA5INRv7Qi" title="Convertible debt rights, additional information">WISeKey has the right to request L1 to subscribe for four “accelerated” note
tranches of up to USD 2,750,000 each or any other amount agreed between the parties</span> (the “<b>L1 Accelerated Tranches</b>”),
at the date and time determined by WISeKey during the commitment period, subject to certain conditions. In 2021, WISeKey made five subscriptions
under the L1 Facility for a total of USD <span id="xdx_905_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210701__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_ziI9Dv64NFba" title="Proceeds from convertible debt">6</span> million L1 Accelerated Tranches, in addition to the L1 Initial Tranche of USD <span id="xdx_907_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210601__20210630__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z7VjA1i9IuSi" title="Proceeds from convertible debt">11</span> million.
As at December 31, 2021, the outstanding L1 Facility available was USD <span id="xdx_900_eus-gaap--DebtInstrumentUnusedBorrowingCapacityAmount_iI_pn3n6_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zJhh5v70INr2" title="Outstanding available">5</span> million. Convertible notes in an aggregate amount of
USD <span id="xdx_900_ecustom--UnconvertedNotesPayable_iI_pn3n6_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zDl315462iD4" title="Unconverted notes payable">3.5</span> million remained unconverted.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 29,2021, WISeKey entered into an Agreement
for the Subscription of up to $<span id="xdx_909_eus-gaap--ConvertibleDebt_iI_pn3n6_c20210629__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zKcmRi0XKinl" title="Convertible debt">22</span>M Convertible Notes (the “<b>Anson Facility</b>”) with Anson Investments Master Fund LP (“<b>Anson</b>”),
pursuant to which Anson commits to grant a loan to WISeKey for up to a maximum amount of USD <span id="xdx_908_eus-gaap--ConvertibleDebt_iI_pn3n6_c20210629__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zuikqB7LNqpa" title="Convertible debt">22</span> million divided into tranches
of variable sizes, during a commitment period of 24 months ending June 28, 2023. The initial tranche was agreed in the Anson Facility
agreement as USD <span id="xdx_90E_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210601__20210630__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z2y1Rheo9D64" title="Proceeds from convertible debt">11</span> million to be funded on June 29, 2021 (the “<b>Anson Initial Tranche</b>”). On September 27,
2021, WISeKey and Anson signed the First Amendment to the Subscription Agreement, pursuant to which, for the remaining facility, <span id="xdx_901_ecustom--ConvertibleDebtRightsAdditionalInformation_c20210601__20210630__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zqFGhP7sJWV4" title="Convertible debt rights, additional information">WISeKey
has the right to request Anson to subscribe for four “accelerated” note tranches of up to USD 2,750,000 each or any other
amount agreed between the parties</span> (the “<b>Anson Accelerated Tranches</b>”), at the date and time determined by WISeKey during
the commitment period, subject to certain conditions. In 2021, WISeKey made two subscriptions under the Anson Facility for a total of
USD <span id="xdx_906_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210701__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zeYoIh6es1p4" title="Proceeds from convertible debt">5.5</span> million Anson Accelerated Tranches, in addition to the Anson Initial Tranche of USD <span id="xdx_908_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210601__20210630__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z0b9ZB27C3O8" title="Proceeds from convertible debt">11</span> million. As at December
31, 2021, the outstanding Anson Facility available was USD <span id="xdx_903_eus-gaap--DebtInstrumentUnusedBorrowingCapacityAmount_iI_pn3n6_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_ziOW2GaPf514" title="Outstanding available">5.5</span> million. Convertible notes in an aggregate amount of USD <span id="xdx_903_ecustom--UnconvertedNotesPayable_iI_pn3n6_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z0z2L1Ndfiz3" title="Unconverted notes payable">6.7</span> million
remained unconverted.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The SEDA, the Nice & Green Facility, the L1
Facility and the Anson Facility will be used as a safeguard should there be any additional cash requirements not covered by other types
of funding.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Based on the foregoing, Management believe it
is correct to present these figures on a going concern basis.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
17800000Pursuant to the SEDA, Yorkville
commits to provide equity financing to WISeKey in the aggregate amount of up to CHF 50.0 million in exchange for Class B Shares over a
three-year period.WISeKey has the right to make
drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe for (if the Class B Shares are issued out of authorized
share capital) or purchase (if the Class B Shares are delivered out of treasury) Class B Shares worth up to CHF 5.0 million
by drawdown, subject to certain exceptions and limitations. On March 04, 2020, the SEDA was extended by 24 months to March
31, 2023.3638763805684564395510000000.010831111187876220000002200000011000000WISeKey has the right to request L1 to subscribe for four “accelerated” note
tranches of up to USD 2,750,000 each or any other amount agreed between the parties60000001100000050000003500000220000002200000011000000WISeKey
has the right to request Anson to subscribe for four “accelerated” note tranches of up to USD 2,750,000 each or any other
amount agreed between the parties55000001100000055000006700000<p id="xdx_802_eus-gaap--BasisOfAccounting_zBiWjjv3A7Ia" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 3.</span> <span id="xdx_82F_zCLRNMBQpIIb">Basis of presentation</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The consolidated financial statements are prepared
in accordance with the Generally Accepted Accounting Principles in the United States of America (“<b>US GAAP</b>”) as set
forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). All amounts are in United States
dollars (“<b>USD</b>”) unless otherwise stated.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Acquisition of arago</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On February 1, 2021, the Company acquired arago
GmbH, a private German company, and its affiliates (together, “<b>arago</b>” or the “a<b>rago Group</b>”). arago
is a leader in artificial intelligence automation. arago aims to provide the benefits of artificial intelligence to enterprise customers
globally through knowledge automation. arago uses modern technologies such as inference and machine learning in order to automatically
operate the entire IT stack – from heterogeneous environments to individual applications.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The assets, liabilities and results of arago have
been consolidated in the Group’s financial statements from the acquisition date of February 1, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_807_eus-gaap--SignificantAccountingPoliciesTextBlock_zJU7VZNA56C" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 4.</span> <span id="xdx_82E_zckRRVLFKsx6">Summary of significant accounting policies</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_84E_eus-gaap--FiscalPeriod_zUNXpq2PjEfh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Fiscal Year </i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group’s fiscal year ends on December
31.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84D_eus-gaap--ConsolidationPolicyTextBlock_zIYdbvv6SFv4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Principles of Consolidation</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The consolidated financial statements include
the accounts of WISeKey and its wholly-owned or majority-owned subsidiaries over which the Group has control.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The consolidated comprehensive loss and net loss
of non-wholly owned subsidiaries is attributed to owners of the Group and to the noncontrolling interests in proportion to their relative
ownership interests.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Intercompany income and expenses, including unrealized
gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">General Principles of Business Combinations</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company uses the acquisition method to account
for business combination, in line with ASC Topic 805-10 Business Combinations. Subsidiaries acquired or divested in the course of the
year are included in the consolidated financial statements respectively as of the date of purchase, and up to the date of sale. The consideration
for the acquisition is measured as the fair value of the assets transferred, the liabilities incurred and the equity interests issued
by the Company.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Goodwill is initially measured as the excess of
the aggregate of the consideration transferred and the fair value of non-controlling interests over the net identifiable assets acquired
and liabilities assumed.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_849_eus-gaap--UseOfEstimates_zODDIUrDZhhg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Use of Estimates</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of consolidated financial statements
in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. We believe these estimates, judgements
and assumptions are reasonable, based upon information available at the time they were made. These estimates, judgments and assumptions
can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of
revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions
and the actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular
transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas
in which management’s judgment in selecting from available alternatives would not produce a materially different result.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_849_eus-gaap--ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock_z8sBegt9Iix" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Foreign Currency</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In general, the functional currency of a foreign
operation is the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance
sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. The effects of foreign currency
translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income/loss. The
Group's reporting currency is USD.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84E_eus-gaap--CashAndCashEquivalentsPolicyTextBlock_zoCXGtCszAIb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Cash and Cash Equivalents</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Cash consists of deposits held at major banks
that are readily available. Cash equivalents consist of highly liquid investments that are readily convertible to cash and with original
maturity dates of three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities
of these instruments.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84A_eus-gaap--ReceivablesPolicyTextBlock_zeMqoAyRIuO" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Accounts Receivable</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Receivables represent rights to consideration
that are unconditional and consist of amounts billed and currently due from customers, and revenues that have been recognized for accounting
purposes but not yet billed to customers. The Group extends credit to customers in the normal course of business and in line with industry
practices.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_848_eus-gaap--ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy_zcwtquF3bOcl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Allowance for Doubtful Accounts</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We recognize an allowance for credit losses to
present the net amount of receivables expected to be collected as of the balance sheet date. The allowance is based on the credit losses
expected to arise over the asset’s contractual term taking into account historical loss experience, customer-specific data as well
as forward looking estimates. Expected credit losses are estimated individually.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Accounts receivable are written off when deemed
uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries, which are not to exceed the
amount previously written off, are considered in determining the allowance balance at the balance sheet date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_840_eus-gaap--InventoryPolicyTextBlock_zsWiTSpgShuc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Inventories</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Inventories are stated at the lower of cost or
net realizable value. Costs are calculated using standard costs, approximating average costs. Finished goods and work-in-progress inventories
include material, labor and manufacturing overhead costs. The Group records write-downs on inventory based on an analysis of obsolescence
or a comparison to the anticipated demand or market value based on a consideration of marketability and product maturity, demand forecasts,
historical trends and assumptions about future demand and market conditions.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_848_eus-gaap--PropertyPlantAndEquipmentPolicyTextBlock_zL9vsjxkBuSf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Property, Plant and Equipment</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_91B_eus-gaap--PropertyPlantAndEquipmentMember_zvdR5jeSXR5k" style="display: none">Property, Plant and Equipment</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_91F_esrt--MinimumMember_zb0amSnfOkl2" style="display: none">Minimum</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_917_esrt--MaximumMember_zF2QRRpiPTS2" style="display: none">Maximum</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Property, plant and equipment are stated at
cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives which
range from <span id="xdx_902_eus-gaap--PropertyPlantAndEquipmentUsefulLife_dtY_c20210101__20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--PropertyPlantAndEquipmentMember__srt--RangeAxis__srt--MinimumMember_zuUPuoCb4pq" title="Estimated useful lives">1</span> to <span id="xdx_904_eus-gaap--PropertyPlantAndEquipmentUsefulLife_dtY_c20210101__20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--PropertyPlantAndEquipmentMember__srt--RangeAxis__srt--MaximumMember_z26yaXnp8r0j" title="Estimated useful lives">5</span> years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or
the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_840_eus-gaap--IntangibleAssetsFiniteLivedPolicy_zBt8OIAlt6ra" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Intangible Assets </i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_912_eus-gaap--FiniteLivedIntangibleAssetsMember_zNYfAePJIUIl" style="display: none">Intangible Assets</span> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Those intangible assets that are considered to
have a finite useful life are amortized over their useful lives, which generally range from <span id="xdx_901_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--FiniteLivedIntangibleAssetsMember__srt--RangeAxis__srt--MinimumMember_zRxaB15sy5L9" title="Intangible assets, useful lives">1</span> to <span id="xdx_90F_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--FiniteLivedIntangibleAssetsMember__srt--RangeAxis__srt--MaximumMember_zkn0tcqrBbM8" title="Intangible assets, useful lives">14</span> years. Each period we evaluate the
estimated remaining useful lives of intangible assets and whether events or changes in circumstances require a revision to the remaining
periods of amortization or that an impairment review be carried out.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Intangible assets with indefinite lives are not
amortized but are subject to annual reviews for impairment.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_840_eus-gaap--LesseeLeasesPolicyTextBlock_z8MCmWGfni4k" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Leases</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In line with ASC 842, the Group, as a lessee,
recognizes right-of-use assets and related lease liabilities on its balance sheet for all arrangements with terms longer than twelve months,
and reviews its leases for classification between operating and finance leases. Obligations recorded under operating and finance leases
are identified separately on the balance sheet. Assets under finance leases and their accumulated amortization are disclosed separately
in the notes. Operating and finance lease assets and operating and finance lease liabilities are measured initially at an amount equal
to the present value of minimum lease payments during the lease term, as at the beginning of the lease term.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">We have elected the short-term lease practical expedient
whereby we do not present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at
lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">We have also elected the practical expedients related
to lease classification of leases that commenced before the effective date of ASC 842.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">We adopted ASC 842 as of January 01, 2019 using the
cumulative effect adjustment approach. Accordingly, previously reported financial statements, including footnote disclosures, have not
been restated to reflect the application of the new standard to all comparative periods presented.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p id="xdx_84F_eus-gaap--GoodwillAndIntangibleAssetsPolicyTextBlock_zuVqfqu7CCl6" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Goodwill and Other Indefinite-Lived Intangible
Assets</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Goodwill and other indefinite-lived intangible
assets are not amortized, but are subject to impairment analysis at least once annually.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Goodwill is allocated to the reporting unit in
which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that
operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. We review our goodwill
and indefinite lived intangible assets annually for impairment, or sooner if events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. We use October 1<sup>st</sup> as our annual impairment test measurement date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In line with ASC 830, the goodwill balance is
recorded in the functional currency of the acquired business and translated at each period end with the exchange rate impact booked into
other comprehensive income.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84C_ecustom--EquitySecuritiesFvNiPolicyTextBlock_zZYFCXvxiehl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Equity Securities</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Equity securities are any security representing
an ownership interest in an entity or the right to acquire or dispose of an ownership interest in an entity at fixed or determinable prices,
in accordance with ASC 321, i.e., investments that do not qualify for accounting as a derivative instrument, an investment in consolidated
subsidiaries, or an investment accounted for under the equity method.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We account for these investments in equity securities
at fair value at the reporting date, except for those investments without a readily determinable fair value where we have elected the
measurement at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for
the identical or a similar investment of the same issuer, in line with ASC 321. Changes in fair value are accounted for in the income
statement as a non-operating income/expense.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_843_eus-gaap--AvailableForSaleSecuritiesPurchasedOptionsPricePolicy_zII8WXIHls9e" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Available-for-sale debt securities</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Available-for-sale debt securities are investments
in debt securities that have readily determinable fair values and are not classified as trading securities or as held-to-maturity securities.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We account for these investments in available-for-sale
debt securities at fair value at the reporting date and subject to impairment testing. Other than impairment losses, unrealized gains
and losses are reported, net of the related tax effect, in other comprehensive income as change in unrealized gains related to available-for-sale
debt securities.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84C_eus-gaap--RevenueRecognitionPolicyTextBlock_z2Zc1pAqOLP8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Revenue Recognition</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">WISeKey’s policy is to recognize revenue
to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. To achieve that core principle, WISeKey applies the following steps:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Step 1: Identify the contract(s) with a customer.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Step 2: Identify the performance obligations in the contract.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Step 3: Determine the transaction price.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Step 4: Allocate the transaction price to the performance obligations in the contract.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Revenue is measured based on the consideration
specified in a contract with a customer and excludes amounts collected on behalf of third parties. We typically allocate the transaction
price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised
in the contract. If a standalone price is not observable, we use estimates.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group recognizes revenue when it satisfies
a performance obligation by transferring control over goods or services to a customer. The transfer may be done at a point in time (typically
for goods) or over time (typically for services). The amount of revenue recognized is the amount allocated to the satisfied performance
obligation. For performance obligations satisfied over time, the revenue is recognized over time, most frequently on a <i>prorata temporis</i>
basis as most of the services provided by the Group relate to a set performance period.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">If the Group determines that the performance obligation
is not satisfied, it will defer recognition of revenue until it is satisfied.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We present revenue net of sales taxes and any
similar assessments.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group delivers products and records revenue
pursuant to commercial agreements with its customers, generally in the form of an approved purchase order or sales contract.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Where products are sold under warranty, the customer
is granted a right of return which, when exercised, may result in either a full or partial refund of any consideration received, or a
credit that can be applied against amounts owed, or that will be owed, to WISeKey. For any amount received or receivable for which we
do not expect to be entitled to because the customer has exercised its right of return, we recognize those amounts as a refund liability.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84D_ecustom--ContractAssetsPolicyTextBlock_zNvENYp3F6u5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Contract Assets</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Contract assets consists of accrued revenue where
WISeKey has fulfilled its performance obligation towards the customer but the corresponding invoice has not yet been issued. Upon invoicing,
the asset is reclassified to trade accounts receivable until payment.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84E_ecustom--DeferredRevenuePolicyTextBlock_z7hXxGxQVsRh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Deferred Revenue</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Deferred revenue consists of amounts that have
been invoiced and paid but have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12-month
period is recorded as current and the remaining deferred revenue recorded as non-current. This would relate to multi-year certificates
or licenses.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84D_ecustom--ContractLiabilitiesPolicyTextBlock_zJyH2FHUnbk2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Contract Liability</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Contract liability consists of either:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">amounts that have been invoiced and not yet paid, nor recognized as revenue. Upon payment, the liability
is reclassified to deferred revenue if the amounts still have not been recognized as revenue. Contract liability that will be realized
during the succeeding 12-month period is recorded as current and the remaining contract liability recorded as non-current. This would
relate to multi-year certificates or licenses.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">advances from customers not supported by invoices.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_840_eus-gaap--CommissionsExpensePolicyPolicyTextBlock_zQyaku5aLNw2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Sales Commissions</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Sales commission expenses where revenue is recognized
are recorded in the period of revenue recognition.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_841_eus-gaap--CostOfSalesPolicyTextBlock_zfG3BhgOxqG9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Cost of Sales and Depreciation of Production
Assets</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our cost of sales consists primarily of expenses
associated with the delivery and distribution of our services and products. These include expenses related to the license to the Global
Cryptographic ROOT Key, the global Certification authorities as well as the digital certificates for people, servers and objects, expenses
related to the preparation of our secure elements and the technical support provided on the Group's ongoing production and on the ramp-up
phase, including materials, labor, test and assembly suppliers, and subcontractors, freights costs, as well as the amortization of probes,
wafers and other items that are used in the production process. This amortization is disclosed separately under depreciation of production
assets on the face of the income statement.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84B_eus-gaap--ResearchDevelopmentAndComputerSoftwarePolicyTextBlock_zR8JV5GvDCNk" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Research and Development and Software Development
Costs</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All research and development costs and software
development costs are expensed as incurred.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_840_eus-gaap--AdvertisingCostsPolicyTextBlock_zFDEkQk3X9Bh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Advertising Costs</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All advertising costs are expensed as incurred.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_847_eus-gaap--PensionAndOtherPostretirementPlansPensionsPolicy_zFOzirE420cg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Pension Plan</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group maintains three defined benefit post
retirement plans:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td>one that covers all employees working for WISeKey SA in Switzerland,</td>
</tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.25in"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td>one that covers all employees working for WISeKey International
Holding Ltd in Switzerland, and</td>
</tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.25in"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td>one for the French employees of WISeKey Semiconductors SAS.</td>
</tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.25in"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In accordance with ASC 715-30, <i>Defined Benefit
Plans – Pension, </i>the Group recognizes the funded status of the plan in the balance sheet. Actuarial gains and losses are recorded
in accumulated other comprehensive income / (loss).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84D_eus-gaap--ShareBasedCompensationOptionAndIncentivePlansPolicy_zE0Kl8QCrGb2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Stock-Based Compensation</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Stock-based compensation costs are recognized
in earnings using the fair-value based method for all awards granted. Fair values of options and awards granted are estimated using a
Black-Scholes option pricing model. The model’s input assumptions are determined based on available internal and external data sources.
The risk-free rate used in the model is based on the Swiss treasury rate for the expected contractual term. Expected volatility is based
on historical volatility of WIHN Class B Shares.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Compensation costs for unvested stock options
and awards are recognized in earnings over the requisite service period based on the fair value of those options and awards at the grant
date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Nonemployee share-based payment transactions are
measured by estimating the fair value of the equity instruments that an entity is obligated to issue and the measurement date will be
consistent with the measurement date for employee share-based payment awards (i.e., grant date for equity-classified awards).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84B_eus-gaap--IncomeTaxPolicyTextBlock_zdIOaCAx3sPh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Income Taxes</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Taxes on income are accrued in the same period
as the revenues and expenses to which they relate.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Deferred taxes are calculated on the temporary
differences that arise between the tax base of an asset or liability and its carrying value in the balance sheet of our companies prepared
for consolidation purposes, with the exception of temporary differences arising on investments in foreign subsidiaries where WISeKey has
plans to permanently reinvest profits into the foreign subsidiaries.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Deferred tax assets on tax loss carry-forwards
are only recognized to the extent that it is “more likely than not” that future profits will be available and the tax loss
carry-forward can be utilized.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Changes to tax laws or tax rates enacted at the
balance sheet date are taken into account in the determination of the applicable tax rate provided that they are likely to be applicable
in the period when the deferred tax assets or tax liabilities are realized.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">WISeKey is required to pay income taxes in a number
of countries. WISeKey recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that
the position will be sustained on examination by the tax authorities. The benefit recognized is the largest amount of tax benefit that
is greater than 50 percent likely of being realized on settlement with the tax authority, assuming full knowledge of the position and
all relevant facts. WISeKey adjusts its recognition of these uncertain tax benefits in the period in which new information is available
impacting either the recognition or measurement of its uncertain tax positions.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_847_ecustom--ResearchTaxCreditsPolicyTextBlock_zCaffvOmhV8c" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Research Tax Credits</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Research tax credits are provided by the French
government to give incentives for companies to perform technical and scientific research. Our subsidiary WISeKey Semiconductors SAS is
eligible to receive such tax credits.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">These research tax credits are presented as a
reduction of Research & development expenses in the income statement when companies that have qualifying expenses can receive such
grants in the form of a tax credit irrespective of taxes ever paid or ever to be paid, the corresponding research and development efforts
have been completed and the supporting documentation is available. The credit is deductible from the entity’s income tax charge
for the year or payable in cash the following year, whichever event occurs first. The tax credits are included in noncurrent deferred
tax credits in the balance sheet in line with ASU 2015-17.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_844_eus-gaap--EarningsPerSharePolicyTextBlock_z4tqPn93QMP5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Earnings per Share</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Basic earnings per share are calculated using
WISeKey International Holding AG’s weighted-average outstanding WIHN Class B Shares. When the effects are not antidilutive, diluted
earnings per share is calculated using the weighted-average outstanding WIHN Class B Shares and the dilutive effect of stock options as
determined under the treasury stock method.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84E_eus-gaap--SegmentReportingPolicyPolicyTextBlock_ztCqwyLyLNb1" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Segment Reporting</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Following the acquisition of arago, our chief
operating decision maker, who is also our Chief Executive Officer, requested changes in the information that he regularly reviews for
purposes of allocating resources and assessing budgets and performance. As a result, beginning in fiscal year 2021, we report our financial
performance based on a new segment structure described in Note 39. There was no restatement of prior periods due to changes in reported
segments.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_843_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zJCLuW1gnKBl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Recent Accounting Pronouncements</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration: underline">Adoption of new FASB Accounting Standard in
the current year – Prior-Year Financial Statements not restated:</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of January 1, 2021, the Group adopted ASU 2018-14,
Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): <i>Disclosure Framework—Changes
to the Disclosure Requirements for Defined Benefit Plans, which </i>modifies the disclosure requirements for employers that sponsor defined
benefit pension or other postretirement plans.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">ASU 2018-14 deletes the following disclosure requirements:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The amounts in accumulated other comprehensive
income expected to be recognized as components of net periodic benefit cost over the next fiscal year; the amount and timing of plan assets
expected to be returned to the employer; related party disclosures about the amount of future annual benefits covered by insurance and
annuity contracts and significant transactions between the employer or related parties and the plan. The effects of a one-percentage-point
change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit
costs and (b) benefit obligation for postretirement health care benefits.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">ASU 2018-14 adds/clarifies disclosure requirements
related to the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The weighted-average interest crediting rates
for cash balance plans and other plans with promised interest crediting rates; An explanation of the reasons for significant gains and
losses related to changes in the benefit obligation for the period; The projected benefit obligation (PBO) and fair value of plan assets
for plans with PBOs in excess of plan assets; The accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs
in excess of plan assets. There was no material impact on the Group's results upon adoption of the standard.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of January 1, 2021, The Group also adopted
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (the ASU), as part of its overall simplification initiative
to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided
to users of financial statements, which amendments primarily impact ASC 740, Income Taxes, <span style="font-family: Times New Roman, Times, Serif">and
may impact both interim and annual reporting periods.</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">It eliminates the need for an organization to
analyze whether the following apply in a given period:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td style="text-align: justify">Exception to the incremental approach for intraperiod tax allocation; Exceptions to accounting for basis differences when there are
ownership changes in foreign investments; Exception in interim period income tax accounting for year-to-date losses that exceed anticipated
losses.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The ASU also improves financial statement preparers’
application of income tax-related guidance and simplifies GAAP for:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td style="text-align: justify">Franchise taxes that are partially based on income; Transactions with a government that result in a step up in the tax basis of goodwill;
Separate financial statements of legal entities that are not subject to tax; Enacted changes in tax laws in interim periods.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There was no material impact on the Group's results
upon adoption of the standard.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of January 1, 2021, the Group also adopted
ASU 2020-01, Investments- Equity securities (Topic 321), Investments – equity method and joint ventures (Topic 323), and derivatives
and hedging (topic 815), which provides additional guidance as a result of the adoption of ASU 2016-01, which added Topic 321, Investments
– Equity Securities and provided an entity with the option to measure certain equity securities without a readily determinable fair
value at cost, minus impairment. ASU 2020-01 amended the current guidance. In particular, the FASB clarified that entities seeking to
apply the measurement alternative found in Topic 321 should first consider whether there are observable transactions that would require
the reporting entity to either apply or discontinue the equity method of accounting in accordance with Topic 323. With respect to certain
forward contracts and purchase options, the FASB explained an entity should not consider whether the underlying securities would be accounted
for under Topic 323, or the fair value option found in Topic 825 upon the settlement of the contract or purchase option. Entities should
instead consider the characteristics of these contracts and options based on the guidance found in 815-10-15-141 to determine the appropriate
accounting treatment.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There was no material impact on the Group's results
upon adoption of the standard.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of January 1, 2021, the Group also adopted
ASU 2020-10, Codification improvements, which further clarify and improve the Codification by codifying all guidance that requires or
provides the option for an entity to disclose information within the footnotes. This clarification is meant to reduce the likelihood of
a preparer missing required disclosure requirements. While the amendments do not introduce new topics or subtopics or change existing
GAAP, all entities should review the changes found in the ASU to assess the impact it may have on their financial reporting requirements.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There was no material impact on the Group's results
upon adoption of the standard.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration: underline">New FASB Accounting Standard to be adopted
in the future:</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In August 2020, the FASB issued Accounting Standards
Update (ASU) no 2020-06, 'Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Summary: ASU 2020-06 simplifies accounting for
convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments
will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate
accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify
for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings
per share (EPS) calculation in certain areas.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective Date: ASU No. 2020-06 is effective for
public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to
be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim
periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15,
2023, including interim periods within those fiscal years. Early adoption will be permitted.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In May 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified
Written Call Options — a consensus of the FASB Emerging Issues Task Force.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Summary: The ASU provides a principles-based framework
to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. This Update is
to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written
call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this Update affect
all entities that issue freestanding written call options that are classified in equity.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective Date: ASU No. 2021-04 is effective for
fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments
prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In October 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Summary: The ASU amends ASC 805 to “require
acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.”
Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. ASU 2021-08 requires contract assets
and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance
with ASC 606 (meaning the acquirer should assume it has entered the original contract at the same date and using the same terms as the
acquiree). This new ASU applies to contract assets and contract liabilities acquired in a business combination and to other contracts
that directly/indirectly apply the requirements of ASC 606.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective Date: ASU No. 2021-08 is effective for
public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity
should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In November 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Summary: The ASU provides an update to increase
the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance,
and the effect of the assistance on an entity’s financial statements. ASC 832 requires the following disclosures in the notes, information
about the nature of the transactions, the accounting policies used to account for the transactions, and balance sheet and income statement
affected by the transactions. The duration, commitments, provisions, and other contingencies are required to disclose.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective Date: ASU No. 2021-10 is effective for
fiscal years beginning after December 15, 2021. Early adoption is permitted.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84E_eus-gaap--FiscalPeriod_zUNXpq2PjEfh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Fiscal Year </i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group’s fiscal year ends on December
31.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84D_eus-gaap--ConsolidationPolicyTextBlock_zIYdbvv6SFv4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Principles of Consolidation</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The consolidated financial statements include
the accounts of WISeKey and its wholly-owned or majority-owned subsidiaries over which the Group has control.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The consolidated comprehensive loss and net loss
of non-wholly owned subsidiaries is attributed to owners of the Group and to the noncontrolling interests in proportion to their relative
ownership interests.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Intercompany income and expenses, including unrealized
gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">General Principles of Business Combinations</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company uses the acquisition method to account
for business combination, in line with ASC Topic 805-10 Business Combinations. Subsidiaries acquired or divested in the course of the
year are included in the consolidated financial statements respectively as of the date of purchase, and up to the date of sale. The consideration
for the acquisition is measured as the fair value of the assets transferred, the liabilities incurred and the equity interests issued
by the Company.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Goodwill is initially measured as the excess of
the aggregate of the consideration transferred and the fair value of non-controlling interests over the net identifiable assets acquired
and liabilities assumed.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_849_eus-gaap--UseOfEstimates_zODDIUrDZhhg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Use of Estimates</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of consolidated financial statements
in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. We believe these estimates, judgements
and assumptions are reasonable, based upon information available at the time they were made. These estimates, judgments and assumptions
can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of
revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions
and the actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular
transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas
in which management’s judgment in selecting from available alternatives would not produce a materially different result.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_849_eus-gaap--ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock_z8sBegt9Iix" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Foreign Currency</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In general, the functional currency of a foreign
operation is the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance
sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. The effects of foreign currency
translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income/loss. The
Group's reporting currency is USD.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84E_eus-gaap--CashAndCashEquivalentsPolicyTextBlock_zoCXGtCszAIb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Cash and Cash Equivalents</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Cash consists of deposits held at major banks
that are readily available. Cash equivalents consist of highly liquid investments that are readily convertible to cash and with original
maturity dates of three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities
of these instruments.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84A_eus-gaap--ReceivablesPolicyTextBlock_zeMqoAyRIuO" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Accounts Receivable</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Receivables represent rights to consideration
that are unconditional and consist of amounts billed and currently due from customers, and revenues that have been recognized for accounting
purposes but not yet billed to customers. The Group extends credit to customers in the normal course of business and in line with industry
practices.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_848_eus-gaap--ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy_zcwtquF3bOcl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Allowance for Doubtful Accounts</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We recognize an allowance for credit losses to
present the net amount of receivables expected to be collected as of the balance sheet date. The allowance is based on the credit losses
expected to arise over the asset’s contractual term taking into account historical loss experience, customer-specific data as well
as forward looking estimates. Expected credit losses are estimated individually.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Accounts receivable are written off when deemed
uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries, which are not to exceed the
amount previously written off, are considered in determining the allowance balance at the balance sheet date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_840_eus-gaap--InventoryPolicyTextBlock_zsWiTSpgShuc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Inventories</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Inventories are stated at the lower of cost or
net realizable value. Costs are calculated using standard costs, approximating average costs. Finished goods and work-in-progress inventories
include material, labor and manufacturing overhead costs. The Group records write-downs on inventory based on an analysis of obsolescence
or a comparison to the anticipated demand or market value based on a consideration of marketability and product maturity, demand forecasts,
historical trends and assumptions about future demand and market conditions.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_848_eus-gaap--PropertyPlantAndEquipmentPolicyTextBlock_zL9vsjxkBuSf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Property, Plant and Equipment</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_91B_eus-gaap--PropertyPlantAndEquipmentMember_zvdR5jeSXR5k" style="display: none">Property, Plant and Equipment</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_91F_esrt--MinimumMember_zb0amSnfOkl2" style="display: none">Minimum</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_917_esrt--MaximumMember_zF2QRRpiPTS2" style="display: none">Maximum</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Property, plant and equipment are stated at
cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives which
range from <span id="xdx_902_eus-gaap--PropertyPlantAndEquipmentUsefulLife_dtY_c20210101__20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--PropertyPlantAndEquipmentMember__srt--RangeAxis__srt--MinimumMember_zuUPuoCb4pq" title="Estimated useful lives">1</span> to <span id="xdx_904_eus-gaap--PropertyPlantAndEquipmentUsefulLife_dtY_c20210101__20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--PropertyPlantAndEquipmentMember__srt--RangeAxis__srt--MaximumMember_z26yaXnp8r0j" title="Estimated useful lives">5</span> years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or
the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
P1YP5Y<p id="xdx_840_eus-gaap--IntangibleAssetsFiniteLivedPolicy_zBt8OIAlt6ra" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Intangible Assets </i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_912_eus-gaap--FiniteLivedIntangibleAssetsMember_zNYfAePJIUIl" style="display: none">Intangible Assets</span> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Those intangible assets that are considered to
have a finite useful life are amortized over their useful lives, which generally range from <span id="xdx_901_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--FiniteLivedIntangibleAssetsMember__srt--RangeAxis__srt--MinimumMember_zRxaB15sy5L9" title="Intangible assets, useful lives">1</span> to <span id="xdx_90F_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--FiniteLivedIntangibleAssetsMember__srt--RangeAxis__srt--MaximumMember_zkn0tcqrBbM8" title="Intangible assets, useful lives">14</span> years. Each period we evaluate the
estimated remaining useful lives of intangible assets and whether events or changes in circumstances require a revision to the remaining
periods of amortization or that an impairment review be carried out.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Intangible assets with indefinite lives are not
amortized but are subject to annual reviews for impairment.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
P1YP14Y<p id="xdx_840_eus-gaap--LesseeLeasesPolicyTextBlock_z8MCmWGfni4k" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Leases</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In line with ASC 842, the Group, as a lessee,
recognizes right-of-use assets and related lease liabilities on its balance sheet for all arrangements with terms longer than twelve months,
and reviews its leases for classification between operating and finance leases. Obligations recorded under operating and finance leases
are identified separately on the balance sheet. Assets under finance leases and their accumulated amortization are disclosed separately
in the notes. Operating and finance lease assets and operating and finance lease liabilities are measured initially at an amount equal
to the present value of minimum lease payments during the lease term, as at the beginning of the lease term.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">We have elected the short-term lease practical expedient
whereby we do not present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at
lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">We have also elected the practical expedients related
to lease classification of leases that commenced before the effective date of ASC 842.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">We adopted ASC 842 as of January 01, 2019 using the
cumulative effect adjustment approach. Accordingly, previously reported financial statements, including footnote disclosures, have not
been restated to reflect the application of the new standard to all comparative periods presented.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p id="xdx_84F_eus-gaap--GoodwillAndIntangibleAssetsPolicyTextBlock_zuVqfqu7CCl6" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Goodwill and Other Indefinite-Lived Intangible
Assets</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Goodwill and other indefinite-lived intangible
assets are not amortized, but are subject to impairment analysis at least once annually.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Goodwill is allocated to the reporting unit in
which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that
operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. We review our goodwill
and indefinite lived intangible assets annually for impairment, or sooner if events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. We use October 1<sup>st</sup> as our annual impairment test measurement date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In line with ASC 830, the goodwill balance is
recorded in the functional currency of the acquired business and translated at each period end with the exchange rate impact booked into
other comprehensive income.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84C_ecustom--EquitySecuritiesFvNiPolicyTextBlock_zZYFCXvxiehl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Equity Securities</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Equity securities are any security representing
an ownership interest in an entity or the right to acquire or dispose of an ownership interest in an entity at fixed or determinable prices,
in accordance with ASC 321, i.e., investments that do not qualify for accounting as a derivative instrument, an investment in consolidated
subsidiaries, or an investment accounted for under the equity method.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We account for these investments in equity securities
at fair value at the reporting date, except for those investments without a readily determinable fair value where we have elected the
measurement at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for
the identical or a similar investment of the same issuer, in line with ASC 321. Changes in fair value are accounted for in the income
statement as a non-operating income/expense.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_843_eus-gaap--AvailableForSaleSecuritiesPurchasedOptionsPricePolicy_zII8WXIHls9e" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Available-for-sale debt securities</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Available-for-sale debt securities are investments
in debt securities that have readily determinable fair values and are not classified as trading securities or as held-to-maturity securities.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We account for these investments in available-for-sale
debt securities at fair value at the reporting date and subject to impairment testing. Other than impairment losses, unrealized gains
and losses are reported, net of the related tax effect, in other comprehensive income as change in unrealized gains related to available-for-sale
debt securities.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84C_eus-gaap--RevenueRecognitionPolicyTextBlock_z2Zc1pAqOLP8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Revenue Recognition</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">WISeKey’s policy is to recognize revenue
to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. To achieve that core principle, WISeKey applies the following steps:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Step 1: Identify the contract(s) with a customer.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Step 2: Identify the performance obligations in the contract.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Step 3: Determine the transaction price.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Step 4: Allocate the transaction price to the performance obligations in the contract.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Revenue is measured based on the consideration
specified in a contract with a customer and excludes amounts collected on behalf of third parties. We typically allocate the transaction
price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised
in the contract. If a standalone price is not observable, we use estimates.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group recognizes revenue when it satisfies
a performance obligation by transferring control over goods or services to a customer. The transfer may be done at a point in time (typically
for goods) or over time (typically for services). The amount of revenue recognized is the amount allocated to the satisfied performance
obligation. For performance obligations satisfied over time, the revenue is recognized over time, most frequently on a <i>prorata temporis</i>
basis as most of the services provided by the Group relate to a set performance period.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">If the Group determines that the performance obligation
is not satisfied, it will defer recognition of revenue until it is satisfied.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We present revenue net of sales taxes and any
similar assessments.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group delivers products and records revenue
pursuant to commercial agreements with its customers, generally in the form of an approved purchase order or sales contract.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Where products are sold under warranty, the customer
is granted a right of return which, when exercised, may result in either a full or partial refund of any consideration received, or a
credit that can be applied against amounts owed, or that will be owed, to WISeKey. For any amount received or receivable for which we
do not expect to be entitled to because the customer has exercised its right of return, we recognize those amounts as a refund liability.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84D_ecustom--ContractAssetsPolicyTextBlock_zNvENYp3F6u5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Contract Assets</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Contract assets consists of accrued revenue where
WISeKey has fulfilled its performance obligation towards the customer but the corresponding invoice has not yet been issued. Upon invoicing,
the asset is reclassified to trade accounts receivable until payment.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84E_ecustom--DeferredRevenuePolicyTextBlock_z7hXxGxQVsRh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Deferred Revenue</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Deferred revenue consists of amounts that have
been invoiced and paid but have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12-month
period is recorded as current and the remaining deferred revenue recorded as non-current. This would relate to multi-year certificates
or licenses.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84D_ecustom--ContractLiabilitiesPolicyTextBlock_zJyH2FHUnbk2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Contract Liability</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Contract liability consists of either:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">amounts that have been invoiced and not yet paid, nor recognized as revenue. Upon payment, the liability
is reclassified to deferred revenue if the amounts still have not been recognized as revenue. Contract liability that will be realized
during the succeeding 12-month period is recorded as current and the remaining contract liability recorded as non-current. This would
relate to multi-year certificates or licenses.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">advances from customers not supported by invoices.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_840_eus-gaap--CommissionsExpensePolicyPolicyTextBlock_zQyaku5aLNw2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Sales Commissions</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Sales commission expenses where revenue is recognized
are recorded in the period of revenue recognition.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_841_eus-gaap--CostOfSalesPolicyTextBlock_zfG3BhgOxqG9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Cost of Sales and Depreciation of Production
Assets</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our cost of sales consists primarily of expenses
associated with the delivery and distribution of our services and products. These include expenses related to the license to the Global
Cryptographic ROOT Key, the global Certification authorities as well as the digital certificates for people, servers and objects, expenses
related to the preparation of our secure elements and the technical support provided on the Group's ongoing production and on the ramp-up
phase, including materials, labor, test and assembly suppliers, and subcontractors, freights costs, as well as the amortization of probes,
wafers and other items that are used in the production process. This amortization is disclosed separately under depreciation of production
assets on the face of the income statement.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84B_eus-gaap--ResearchDevelopmentAndComputerSoftwarePolicyTextBlock_zR8JV5GvDCNk" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Research and Development and Software Development
Costs</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All research and development costs and software
development costs are expensed as incurred.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_840_eus-gaap--AdvertisingCostsPolicyTextBlock_zFDEkQk3X9Bh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Advertising Costs</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All advertising costs are expensed as incurred.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_847_eus-gaap--PensionAndOtherPostretirementPlansPensionsPolicy_zFOzirE420cg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Pension Plan</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group maintains three defined benefit post
retirement plans:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td>one that covers all employees working for WISeKey SA in Switzerland,</td>
</tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.25in"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td>one that covers all employees working for WISeKey International
Holding Ltd in Switzerland, and</td>
</tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.25in"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td>one for the French employees of WISeKey Semiconductors SAS.</td>
</tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.75in; text-align: justify; text-indent: -0.25in"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In accordance with ASC 715-30, <i>Defined Benefit
Plans – Pension, </i>the Group recognizes the funded status of the plan in the balance sheet. Actuarial gains and losses are recorded
in accumulated other comprehensive income / (loss).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84D_eus-gaap--ShareBasedCompensationOptionAndIncentivePlansPolicy_zE0Kl8QCrGb2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Stock-Based Compensation</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Stock-based compensation costs are recognized
in earnings using the fair-value based method for all awards granted. Fair values of options and awards granted are estimated using a
Black-Scholes option pricing model. The model’s input assumptions are determined based on available internal and external data sources.
The risk-free rate used in the model is based on the Swiss treasury rate for the expected contractual term. Expected volatility is based
on historical volatility of WIHN Class B Shares.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Compensation costs for unvested stock options
and awards are recognized in earnings over the requisite service period based on the fair value of those options and awards at the grant
date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Nonemployee share-based payment transactions are
measured by estimating the fair value of the equity instruments that an entity is obligated to issue and the measurement date will be
consistent with the measurement date for employee share-based payment awards (i.e., grant date for equity-classified awards).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84B_eus-gaap--IncomeTaxPolicyTextBlock_zdIOaCAx3sPh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Income Taxes</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Taxes on income are accrued in the same period
as the revenues and expenses to which they relate.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Deferred taxes are calculated on the temporary
differences that arise between the tax base of an asset or liability and its carrying value in the balance sheet of our companies prepared
for consolidation purposes, with the exception of temporary differences arising on investments in foreign subsidiaries where WISeKey has
plans to permanently reinvest profits into the foreign subsidiaries.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Deferred tax assets on tax loss carry-forwards
are only recognized to the extent that it is “more likely than not” that future profits will be available and the tax loss
carry-forward can be utilized.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Changes to tax laws or tax rates enacted at the
balance sheet date are taken into account in the determination of the applicable tax rate provided that they are likely to be applicable
in the period when the deferred tax assets or tax liabilities are realized.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">WISeKey is required to pay income taxes in a number
of countries. WISeKey recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that
the position will be sustained on examination by the tax authorities. The benefit recognized is the largest amount of tax benefit that
is greater than 50 percent likely of being realized on settlement with the tax authority, assuming full knowledge of the position and
all relevant facts. WISeKey adjusts its recognition of these uncertain tax benefits in the period in which new information is available
impacting either the recognition or measurement of its uncertain tax positions.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_847_ecustom--ResearchTaxCreditsPolicyTextBlock_zCaffvOmhV8c" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Research Tax Credits</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Research tax credits are provided by the French
government to give incentives for companies to perform technical and scientific research. Our subsidiary WISeKey Semiconductors SAS is
eligible to receive such tax credits.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">These research tax credits are presented as a
reduction of Research & development expenses in the income statement when companies that have qualifying expenses can receive such
grants in the form of a tax credit irrespective of taxes ever paid or ever to be paid, the corresponding research and development efforts
have been completed and the supporting documentation is available. The credit is deductible from the entity’s income tax charge
for the year or payable in cash the following year, whichever event occurs first. The tax credits are included in noncurrent deferred
tax credits in the balance sheet in line with ASU 2015-17.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_844_eus-gaap--EarningsPerSharePolicyTextBlock_z4tqPn93QMP5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Earnings per Share</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Basic earnings per share are calculated using
WISeKey International Holding AG’s weighted-average outstanding WIHN Class B Shares. When the effects are not antidilutive, diluted
earnings per share is calculated using the weighted-average outstanding WIHN Class B Shares and the dilutive effect of stock options as
determined under the treasury stock method.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_84E_eus-gaap--SegmentReportingPolicyPolicyTextBlock_ztCqwyLyLNb1" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Segment Reporting</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Following the acquisition of arago, our chief
operating decision maker, who is also our Chief Executive Officer, requested changes in the information that he regularly reviews for
purposes of allocating resources and assessing budgets and performance. As a result, beginning in fiscal year 2021, we report our financial
performance based on a new segment structure described in Note 39. There was no restatement of prior periods due to changes in reported
segments.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_843_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zJCLuW1gnKBl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Recent Accounting Pronouncements</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration: underline">Adoption of new FASB Accounting Standard in
the current year – Prior-Year Financial Statements not restated:</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of January 1, 2021, the Group adopted ASU 2018-14,
Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): <i>Disclosure Framework—Changes
to the Disclosure Requirements for Defined Benefit Plans, which </i>modifies the disclosure requirements for employers that sponsor defined
benefit pension or other postretirement plans.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">ASU 2018-14 deletes the following disclosure requirements:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The amounts in accumulated other comprehensive
income expected to be recognized as components of net periodic benefit cost over the next fiscal year; the amount and timing of plan assets
expected to be returned to the employer; related party disclosures about the amount of future annual benefits covered by insurance and
annuity contracts and significant transactions between the employer or related parties and the plan. The effects of a one-percentage-point
change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit
costs and (b) benefit obligation for postretirement health care benefits.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">ASU 2018-14 adds/clarifies disclosure requirements
related to the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The weighted-average interest crediting rates
for cash balance plans and other plans with promised interest crediting rates; An explanation of the reasons for significant gains and
losses related to changes in the benefit obligation for the period; The projected benefit obligation (PBO) and fair value of plan assets
for plans with PBOs in excess of plan assets; The accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs
in excess of plan assets. There was no material impact on the Group's results upon adoption of the standard.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of January 1, 2021, The Group also adopted
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (the ASU), as part of its overall simplification initiative
to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided
to users of financial statements, which amendments primarily impact ASC 740, Income Taxes, <span style="font-family: Times New Roman, Times, Serif">and
may impact both interim and annual reporting periods.</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">It eliminates the need for an organization to
analyze whether the following apply in a given period:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td style="text-align: justify">Exception to the incremental approach for intraperiod tax allocation; Exceptions to accounting for basis differences when there are
ownership changes in foreign investments; Exception in interim period income tax accounting for year-to-date losses that exceed anticipated
losses.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The ASU also improves financial statement preparers’
application of income tax-related guidance and simplifies GAAP for:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td style="text-align: justify">Franchise taxes that are partially based on income; Transactions with a government that result in a step up in the tax basis of goodwill;
Separate financial statements of legal entities that are not subject to tax; Enacted changes in tax laws in interim periods.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There was no material impact on the Group's results
upon adoption of the standard.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of January 1, 2021, the Group also adopted
ASU 2020-01, Investments- Equity securities (Topic 321), Investments – equity method and joint ventures (Topic 323), and derivatives
and hedging (topic 815), which provides additional guidance as a result of the adoption of ASU 2016-01, which added Topic 321, Investments
– Equity Securities and provided an entity with the option to measure certain equity securities without a readily determinable fair
value at cost, minus impairment. ASU 2020-01 amended the current guidance. In particular, the FASB clarified that entities seeking to
apply the measurement alternative found in Topic 321 should first consider whether there are observable transactions that would require
the reporting entity to either apply or discontinue the equity method of accounting in accordance with Topic 323. With respect to certain
forward contracts and purchase options, the FASB explained an entity should not consider whether the underlying securities would be accounted
for under Topic 323, or the fair value option found in Topic 825 upon the settlement of the contract or purchase option. Entities should
instead consider the characteristics of these contracts and options based on the guidance found in 815-10-15-141 to determine the appropriate
accounting treatment.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There was no material impact on the Group's results
upon adoption of the standard.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of January 1, 2021, the Group also adopted
ASU 2020-10, Codification improvements, which further clarify and improve the Codification by codifying all guidance that requires or
provides the option for an entity to disclose information within the footnotes. This clarification is meant to reduce the likelihood of
a preparer missing required disclosure requirements. While the amendments do not introduce new topics or subtopics or change existing
GAAP, all entities should review the changes found in the ASU to assess the impact it may have on their financial reporting requirements.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There was no material impact on the Group's results
upon adoption of the standard.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration: underline">New FASB Accounting Standard to be adopted
in the future:</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In August 2020, the FASB issued Accounting Standards
Update (ASU) no 2020-06, 'Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Summary: ASU 2020-06 simplifies accounting for
convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments
will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate
accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify
for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings
per share (EPS) calculation in certain areas.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective Date: ASU No. 2020-06 is effective for
public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to
be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim
periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15,
2023, including interim periods within those fiscal years. Early adoption will be permitted.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In May 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified
Written Call Options — a consensus of the FASB Emerging Issues Task Force.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Summary: The ASU provides a principles-based framework
to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. This Update is
to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written
call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this Update affect
all entities that issue freestanding written call options that are classified in equity.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective Date: ASU No. 2021-04 is effective for
fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments
prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In October 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Summary: The ASU amends ASC 805 to “require
acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.”
Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. ASU 2021-08 requires contract assets
and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance
with ASC 606 (meaning the acquirer should assume it has entered the original contract at the same date and using the same terms as the
acquiree). This new ASU applies to contract assets and contract liabilities acquired in a business combination and to other contracts
that directly/indirectly apply the requirements of ASC 606.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective Date: ASU No. 2021-08 is effective for
public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity
should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In November 2021, The FASB has issued Accounting
Standards Update (ASU) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Summary: The ASU provides an update to increase
the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance,
and the effect of the assistance on an entity’s financial statements. ASC 832 requires the following disclosures in the notes, information
about the nature of the transactions, the accounting policies used to account for the transactions, and balance sheet and income statement
affected by the transactions. The duration, commitments, provisions, and other contingencies are required to disclose.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective Date: ASU No. 2021-10 is effective for
fiscal years beginning after December 15, 2021. Early adoption is permitted.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company expects to adopt all the aforementioned
guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but
does not expect it to have a material impact.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_805_eus-gaap--ConcentrationRiskDisclosureTextBlock_z7o6PghB17H9" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 5.</span> <span id="xdx_824_zfwshBBjuV11">Concentration of credit risks</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Financial instruments that are potentially subject
to credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Our cash is held with large financial institutions.
Management believes that the financial institutions that hold our investments are financially sound and accordingly, are subject to minimal
credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group sells to large, international customers
and, as a result, may maintain individually significant trade accounts receivable balances with such customers during the year. We generally
do not require collateral on trade accounts receivable. Summarized below are the clients whose revenue were 10% or higher than the respective
total consolidated net sales for fiscal years 2021, 2020 or 2019, and the clients whose trade accounts receivable balances were 10% or
higher than the respective total consolidated trade accounts receivable balance for fiscal years 2021 and 2020:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_91B_eus-gaap--SalesRevenueNetMember_zg0n4FT8KDYb" style="display: none">Revenue</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_91E_eus-gaap--AccountsReceivableMember_z7oKidiIwkmk" style="display: none">Receivables</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_88B_eus-gaap--SchedulesOfConcentrationOfRiskByRiskFactorTextBlock_pn3n3_zknRBadcLq3f" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"> </td>
<td colspan="3" style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Revenue concentration<br/>
(% of total net sales)</b></span></td>
<td style="white-space: nowrap; text-align: center"> </td>
<td colspan="2" style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Receivables concentration<br/>
(% of total accounts receivable)</b></span></td></tr>
<tr style="background-color: white">
<td style="white-space: nowrap; vertical-align: bottom; text-align: left"> </td>
<td colspan="3" style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>12 months ended December 31,</b></span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"> </td>
<td colspan="2" style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; vertical-align: bottom; width: 36%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 12%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 12%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 12%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; vertical-align: bottom; width: 4%; text-align: center"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 12%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 12%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>IoT operating segment </b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"> </td></tr>
<tr style="background-color: White">
<td style="white-space: nowrap; vertical-align: bottom; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Multinational electronics contract manufacturing company </span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_908_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--MultinationalElectronicsContractManufacturingCompanyMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember_zS9rWBZp2vNh" title="Concentration risk">10</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--MultinationalElectronicsContractManufacturingCompanyMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember_z4ybdItTWC68" title="Concentration risk">18</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90E_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--MultinationalElectronicsContractManufacturingCompanyMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember_zW12tQguxR48" title="Concentration risk">12</span>%</span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"> </td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_900_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--MultinationalElectronicsContractManufacturingCompanyMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember_z9cKLio0gFxh" title="Concentration risk">13</span>%</span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--MultinationalElectronicsContractManufacturingCompanyMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember_zcSxo1V47095" title="Concentration risk">14</span>%</span></td></tr>
<tr style="background-color: rgb(204,238,255)">
<td style="white-space: nowrap; vertical-align: bottom; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">International packaging solutions, technology and chips</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_909_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--InternationalPackagingSolutionsTechnologyAndChipsMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember_zhlfYualmgmi" title="Concentration risk">1</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--InternationalPackagingSolutionsTechnologyAndChipsMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember_zJXkGgSC10fk" title="Concentration risk">8</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_907_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--InternationalPackagingSolutionsTechnologyAndChipsMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember_zkBXT4o3nIPb" title="Concentration risk">11</span>%</span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"> </td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--InternationalPackagingSolutionsTechnologyAndChipsMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember_zVjtU7TRPxk7" title="Concentration risk">0</span>%</span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_907_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--InternationalPackagingSolutionsTechnologyAndChipsMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember_zyR1w7Ngoyke" title="Concentration risk">2</span>%</span></td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_88B_eus-gaap--SchedulesOfConcentrationOfRiskByRiskFactorTextBlock_pn3n3_zknRBadcLq3f" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"> </td>
<td colspan="3" style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Revenue concentration<br/>
(% of total net sales)</b></span></td>
<td style="white-space: nowrap; text-align: center"> </td>
<td colspan="2" style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Receivables concentration<br/>
(% of total accounts receivable)</b></span></td></tr>
<tr style="background-color: white">
<td style="white-space: nowrap; vertical-align: bottom; text-align: left"> </td>
<td colspan="3" style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>12 months ended December 31,</b></span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"> </td>
<td colspan="2" style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; vertical-align: bottom; width: 36%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 12%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 12%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 12%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; vertical-align: bottom; width: 4%; text-align: center"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 12%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 12%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>IoT operating segment </b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"> </td></tr>
<tr style="background-color: White">
<td style="white-space: nowrap; vertical-align: bottom; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Multinational electronics contract manufacturing company </span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_908_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--MultinationalElectronicsContractManufacturingCompanyMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember_zS9rWBZp2vNh" title="Concentration risk">10</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--MultinationalElectronicsContractManufacturingCompanyMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember_z4ybdItTWC68" title="Concentration risk">18</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90E_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--MultinationalElectronicsContractManufacturingCompanyMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember_zW12tQguxR48" title="Concentration risk">12</span>%</span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"> </td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_900_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--MultinationalElectronicsContractManufacturingCompanyMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember_z9cKLio0gFxh" title="Concentration risk">13</span>%</span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--MultinationalElectronicsContractManufacturingCompanyMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember_zcSxo1V47095" title="Concentration risk">14</span>%</span></td></tr>
<tr style="background-color: rgb(204,238,255)">
<td style="white-space: nowrap; vertical-align: bottom; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">International packaging solutions, technology and chips</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_909_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--InternationalPackagingSolutionsTechnologyAndChipsMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember_zhlfYualmgmi" title="Concentration risk">1</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--InternationalPackagingSolutionsTechnologyAndChipsMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember_zJXkGgSC10fk" title="Concentration risk">8</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_907_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--InternationalPackagingSolutionsTechnologyAndChipsMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember_zkBXT4o3nIPb" title="Concentration risk">11</span>%</span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"> </td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--InternationalPackagingSolutionsTechnologyAndChipsMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember_zVjtU7TRPxk7" title="Concentration risk">0</span>%</span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_907_eus-gaap--ConcentrationRiskPercentage1_pid_dp_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--ConcentrationRiskByTypeAxis__custom--InternationalPackagingSolutionsTechnologyAndChipsMember__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember_zyR1w7Ngoyke" title="Concentration risk">2</span>%</span></td></tr>
</table>0.100.180.120.130.140.010.080.1100.02<p id="xdx_808_eus-gaap--FairValueDisclosuresTextBlock_ztVYJYlxbLii" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 6.</span> <span id="xdx_826_zkHRgW20on61">Fair value measurements</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">ASC 820 establishes a three-tier fair value hierarchy
for measuring financial instruments, which prioritizes the inputs used in measuring fair value. These tiers include:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 7.1pt"/><td style="width: 7.1pt"><span style="font-family: Symbol">·</span></td><td style="text-align: left">Level 1, defined as observable inputs such as quoted prices in active markets;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 7.1pt"/><td style="width: 7.1pt"><span style="font-family: Symbol">·</span></td><td style="text-align: left">Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly
observable; and</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 7.1pt"/><td style="width: 7.1pt"><span style="font-family: Symbol">·</span></td><td style="text-align: left">Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an
entity to develop its own assumptions.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><span id="xdx_911_eus-gaap--FairValueInputsLevel3Member_z6te6LNLtqe8" style="display: none">Level 3</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><span id="xdx_918_eus-gaap--FairValueInputsLevel1Member_zVhYSvJxy2yj" style="display: none">Level 1</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><span id="xdx_91D_eus-gaap--AccountsReceivableMember_zyynbzc5vPPd" style="display: none">Accounts Receivable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><span id="xdx_91E_eus-gaap--AccountsPayableMember_ziJIjvcCzrG9" style="display: none">Accounts Payable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><span id="xdx_910_eus-gaap--DerivativeFinancialInstrumentsLiabilitiesMember_zSdMyF3sXS6b" style="display: none">Derivative Liabilities, Current</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_886_eus-gaap--FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock_pn3n3_zqD7ZV5Dztp9" style="border-collapse: collapse; width: 100%" summary="xdx: Disclosure - Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details)">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"><b> </b></td><td style="font-size: 10pt"><b> </b></td>
<td colspan="7" style="font-size: 10pt; text-align: center"><b>As at December 31, 2021</b></td><td style="font-size: 10pt"><b> </b></td>
<td colspan="7" style="font-size: 10pt; text-align: center"><b>As at December 31, 2020</b></td><td style="font-size: 10pt"><b> </b></td>
<td colspan="3" style="font-size: 10pt; text-align: right"><b>Fair</b></td><td style="font-size: 10pt"><b> </b></td>
<td colspan="3" style="font-size: 10pt; text-align: right"><b> </b></td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"><b>USD'000</b></td><td style="border-bottom: Black 1pt solid; font-size: 10pt"><b> </b></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><b>Carrying amount</b></td><td style="border-bottom: Black 1pt solid; font-size: 10pt"><b> </b></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><b>Fair value</b></td><td style="border-bottom: Black 1pt solid; font-size: 10pt"><b> </b></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><b>Carrying amount</b></td><td style="border-bottom: Black 1pt solid; font-size: 10pt"><b> </b></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><b>Fair value</b></td><td style="border-bottom: Black 1pt solid; font-size: 10pt"><b> </b></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><b>value level</b></td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><p style="margin-top: 0; margin-bottom: 0"><b>Note</b></p>
<p style="margin-top: 0; margin-bottom: 0"><b>ref.</b></p></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: italic 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: left">Nonrecurring fair value measurements</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 22%; text-align: left; text-indent: 9pt">Accounts receivable</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right"><span id="xdx_90D_eus-gaap--Assets_iI_c20211231__us-gaap--FairValueByAssetClassAxis__us-gaap--AccountsReceivableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zzgPTyjwSTVh" title="Assets, carrying amount">3,261</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right"><span id="xdx_904_eus-gaap--AssetsFairValueDisclosure_iI_c20211231__us-gaap--FairValueByAssetClassAxis__us-gaap--AccountsReceivableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zFenyxrNZe38" title="Assets, fair value">3,261</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right"><span id="xdx_909_eus-gaap--Assets_iI_c20201231__us-gaap--FairValueByAssetClassAxis__us-gaap--AccountsReceivableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zYARW4YIc9z5" title="Assets, carrying amount">2,900</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right"><span id="xdx_906_eus-gaap--AssetsFairValueDisclosure_iI_c20201231__us-gaap--FairValueByAssetClassAxis__us-gaap--AccountsReceivableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zb0E7czltEs4" title="Assets, fair value">2,900</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 5%; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 5%; text-align: right">9</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Notes receivable from employees and related parties</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--Assets_iI_c20211231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableFromRelatedPartiesMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zYiYQjhWXOtc" title="Assets, carrying amount">68</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90D_eus-gaap--AssetsFairValueDisclosure_iI_c20211231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableFromRelatedPartiesMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zGq11Whghqsj" title="Assets, fair value">68</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--Assets_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableFromRelatedPartiesMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zwLOASkIYK05" title="Assets, carrying amount">37</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90A_eus-gaap--AssetsFairValueDisclosure_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableFromRelatedPartiesMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_znot6ZVTFBp1" title="Assets, fair value">37</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">10</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Notes receivable, noncurrent</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90A_eus-gaap--Assets_iI_c20211231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zKvGKo07Ayv5" title="Assets, carrying amount">190</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_906_eus-gaap--AssetsFairValueDisclosure_iI_c20211231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z5PKt1dbrPqg" title="Assets, fair value">190</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90F_eus-gaap--Assets_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7700w80fjRf" title="Assets, carrying amount">183</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_904_eus-gaap--AssetsFairValueDisclosure_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z06KMbw2ZUQ4" title="Assets, fair value">183</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">14</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Equity securities, at cost</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90A_eus-gaap--Assets_iI_d0_c20211231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtCostMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zPWuJ9kTTj2e" title="Assets, carrying amount">501</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90D_eus-gaap--AssetsFairValueDisclosure_iI_d0_c20211231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtCostMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zK4A6z6p8iM" title="Assets, fair value">501</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90E_eus-gaap--Assets_iI_d0_c20201231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtCostMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z9VWi3R9Tst5" title="Assets, carrying amount">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_907_eus-gaap--AssetsFairValueDisclosure_iI_d0_c20201231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtCostMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zjWidkp6F5C7" title="Assets, fair value">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">21</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Accounts payable</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90B_eus-gaap--Liabilities_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__us-gaap--AccountsPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z1DswZgU2Vd2" title="Liabilities, carrying amount">16,448</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_907_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__us-gaap--AccountsPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z1qW7NTt1BK" title="Liabilities, fair value">16,448</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90F_eus-gaap--Liabilities_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__us-gaap--AccountsPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zZ2kBywbk5cj" title="Liabilities, carrying amount">13,099</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_901_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__us-gaap--AccountsPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zTQNjBtHehI5" title="Liabilities, fair value">13,099</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">24</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Notes payable</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_900_eus-gaap--Liabilities_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--NotesPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7kn6jM1zmNc" title="Liabilities, carrying amount">6,249</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90C_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--NotesPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zzsWhx3TyYVc" title="Liabilities, fair value">6,249</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--Liabilities_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--NotesPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z9N6VLKdjWMb" title="Liabilities, carrying amount">4,115</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_903_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--NotesPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zX97EsooFiEj" title="Liabilities, fair value">4,115</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">25</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Bonds, mortgages and other long-term debt</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--Liabilities_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--BondsMortgagesAndOtherLongTermDebtMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zcDEgdPzL90i" title="Liabilities, carrying amount">458</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90A_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--BondsMortgagesAndOtherLongTermDebtMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zmRLimhbhd37" title="Liabilities, fair value">458</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_906_eus-gaap--Liabilities_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--BondsMortgagesAndOtherLongTermDebtMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zuToTAO8qgCb" title="Liabilities, carrying amount">646</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_905_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--BondsMortgagesAndOtherLongTermDebtMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zsrAWFGfD6ib" title="Liabilities, fair value">4,115</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">27</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Convertible note payable, current</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90D_eus-gaap--Liabilities_iI_d0_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zQTrBNL4HHp8" title="Liabilities, carrying amount">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_900_eus-gaap--LiabilitiesFairValueDisclosure_iI_d0_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zViOdlFVzwkb" title="Liabilities, fair value">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_903_eus-gaap--Liabilities_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zJ9QbrbiGggl" title="Liabilities, carrying amount">5,633</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_906_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7LDa84TO1q1" title="Liabilities, fair value">5,633</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">27</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Convertible note payable, noncurrent</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90C_eus-gaap--Liabilities_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableNonCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zkwUG5K1Dful" title="Liabilities, carrying amount">9,049</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_907_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableNonCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zaC60aWsHYo5" title="Liabilities, fair value">9,049</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_907_eus-gaap--Liabilities_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableNonCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zTsY7shfCYh7" title="Liabilities, carrying amount">3,710</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_901_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableNonCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zNZItDIAswy9" title="Liabilities, fair value">3,710</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">27</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Indebtedness to related parties, noncurrent</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_901_eus-gaap--Liabilities_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--IndebtednessToRelatedPartiesNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7vgdJkp8km4" title="Liabilities, carrying amount">2,395</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_900_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--IndebtednessToRelatedPartiesNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z86eQsqV3AV5" title="Liabilities, fair value">2,395</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90C_eus-gaap--Liabilities_iI_d0_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--IndebtednessToRelatedPartiesNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zJFP49ndu4Bh" title="Liabilities, carrying amount">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_905_eus-gaap--LiabilitiesFairValueDisclosure_iI_d0_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--IndebtednessToRelatedPartiesNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zPsJZIaGh9S" title="Liabilities, fair value">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">28</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left">Recurring fair value measurements</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Available-for-sale debt security</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_906_eus-gaap--Assets_iI_d0_c20211231__us-gaap--FairValueByAssetClassAxis__custom--AvailableForSaleDebtSecurityMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zLA3uPnVTkD" title="Assets, carrying amount">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_907_eus-gaap--AssetsFairValueDisclosure_iI_d0_c20211231__us-gaap--FairValueByAssetClassAxis__custom--AvailableForSaleDebtSecurityMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_z15fix9ogew" title="Assets, fair value">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_901_eus-gaap--Assets_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--AvailableForSaleDebtSecurityMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zC6IankbEpWk" title="Assets, carrying amount">9,190</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90F_eus-gaap--AssetsFairValueDisclosure_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--AvailableForSaleDebtSecurityMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zRBx5tVdY18" title="Assets, fair value">9,190</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">11</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Equity securities, at fair value</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--Assets_iI_c20211231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtFairValueMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zkhYa9t7cTSg" title="Assets, carrying amount">1</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_904_eus-gaap--AssetsFairValueDisclosure_iI_c20211231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtFairValueMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zj3OVyUBIIkb" title="Assets, carrying amount">1</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_901_eus-gaap--Assets_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtFairValueMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_z3hITdZB3MQ9" title="Assets, carrying amount">301</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90E_eus-gaap--AssetsFairValueDisclosure_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtFairValueMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_z7gA587h7Vcb" title="Assets, fair value">301</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">22</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition to the methods and assumptions we
use to record the fair value of financial instruments as discussed in the Fair Value Measurements section above, we used the following
methods and assumptions to estimate the fair value of our financial instruments:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Accounts receivable – carrying amount approximated fair value due to their short-term nature.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Notes receivable from related parties – carrying amount approximated fair value due to their short-term
nature.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Notes receivable, noncurrent- carrying amount approximated fair value because time-value considerations
are immaterial to the accounts.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Equity securities, at cost - no readily determinable fair value, measured at cost minus impairment.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Accounts payable – carrying amount approximated fair value due to their short-term nature.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Notes payable – carrying amount approximated fair value due to their short-term nature.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Convertible note payable current and noncurrent- carrying amount approximated fair value.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Indebtedness to related parties, noncurrent - carrying amount approximated fair value.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Available-for-sale debt security - fair value remeasured as at reporting period.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">Equity securities, at fair value - fair value remeasured as at reporting period.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Derivative liabilities</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2021, the Group held one derivative instrument
which was measured at estimated fair value on a recurring basis and linked to the conversion option originally embedded in the convertible
loan signed with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LLC (“<b>Yorkville</b>”) on June 27, 2019 (the
“<b>First Yorkville Convertible Loan</b>”) and modified on March 04, 2020 when WISeKey entered into a new convertible loan
agreement with Yorkville (the “<b>Second Yorkville Convertible Loan</b>”) (see Note 27).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Second Yorkville Convertible Loan had a maturity
date of <span id="xdx_907_eus-gaap--DebtInstrumentMaturityDate_dd_c20200301__20200331__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zbUrjceEZyqk" title="Maturity date">April 30, 2021</span>. It contained a conversion option into WIHN Class B shares at the election of the Yorkville covering any amount
outstanding (principal and/or interests) that may be settled. The exercise price was set at CHF <span id="xdx_908_eus-gaap--DebtInstrumentConvertibleConversionPrice1_iI_pid_dd_c20200331__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zOoJzuQeCbj9" title="Exercise price, per share">3.00</span> with antidilution provision adjustments
as further described in Note 27.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In line with ASU 2014-16, both the First Yorkville
Convertible Loan and the Second Yorkville Convertible Loan were assessed as a hybrid instrument, being a debt instrument with an equity-linked
component (the conversion option). Per ASC 815-10, the embedded conversion option met the definition of a derivative and was accounted
for separately.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The hosting debt instruments were recorded using
the residual method.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The derivative component (the conversion option)
was fair valued using a binomial lattice model, building in quoted market prices of WIHN Class B Shares on the SIX Swiss Stock Exchange,
and inputs such as time value of money, volatility, and risk-free interest rate. It was valued at inception of the First Yorkville Convertible
Loan on June 27, 2019 at USD <span id="xdx_909_eus-gaap--DerivativeFairValueOfDerivativeLiability_iI_pp0p0_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zYWCMOPQ2Uqj" title="Fair value of the derivative component of the conversion option">257,435</span> and revalued at fair value at each reporting date in line with ASC 815-15-30-1. At inception of the
Second Yorkville Convertible Loan on March 04, 2020, following the modification accounting detailed in Note 25, the derivative liability
was fair valued at USD nil.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2020, WISeKey made several repayments in cash
of the First Yorkville Convertible Loan and the Second Yorkville Convertible Loan, which did not result in any gain or loss on derivative
because the derivative was fair valued at USD nil at all repayment and reporting dates.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the six months to June 30, 2021, WISeKey made
four repayments in cash of the Second Yorkville Convertible Loan as per below. These repayments did not result in any gain or loss on
derivative because the derivative was fair valued at USD nil at all repayment and reporting dates.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: left">On January 4, 2021, WISeKey repaid USD <span id="xdx_90C_eus-gaap--RepaymentsOfConvertibleDebt_pp0p0_c20210102__20210104__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zxP9J3JGruV8" title="Repayment of convertible debt">250,000</span> of the principal.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: left">On January 29, 2021, WISeKey repaid USD <span id="xdx_902_eus-gaap--RepaymentsOfConvertibleDebt_pp0p0_c20210127__20210129__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zpeN5RfAY1e9" title="Repayment of convertible debt">250,000</span> of the principal.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: left">On February 28, 2021, WISeKey repaid USD <span id="xdx_900_eus-gaap--RepaymentsOfConvertibleDebt_pp0p0_c20210225__20210227__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zUVg8IbhFl1g" title="Repayments of convertible debt">250,000</span> of the principal.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: left">On April 15, 2021, WISeKey repaid USD <span id="xdx_905_eus-gaap--RepaymentsOfConvertibleDebt_pp0p0_c20210413__20210415__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_z0aJEagUz7C1" title="Repayments of convertible debt">373,438</span> of the principal.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td>On June 30, 2021, WISeKey repaid the remaining principal balance
of USD <span id="xdx_908_eus-gaap--RepaymentsOfConvertibleDebt_pp0p0_c20210601__20210630__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zLL8o9axLR9a" title="Repayments of convertible debt">569,541</span> in full.</td>
</tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: -0.25in"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As a result, the loan was fully repaid as at December
31, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The derivative component was measured at fair
value at December 31, 2021 at USD nil.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the year ended December 31, 2021, WISeKey recorded
in the income statement, a net gain on derivative of USD nil and a net debt discount amortization expense of USD <span id="xdx_90F_eus-gaap--AmortizationOfFinancingCostsAndDiscounts_pp0p0_c20210101__20211231_z0YUXoNCAt0j" title="Amortization of debt discount">82,560</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_88B_eus-gaap--ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock_pn3n3_zeIOyf5uxHCb" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 90%" summary="xdx: Disclosure - Fair Value Measurements - Schedule of Derivative Liabilities at Fair Value (Details)">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: left">Derivative liabilities</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; width: 85%; text-align: left; padding-bottom: 1pt">Balance as at December 31, 2019</td><td style="border-bottom: Black 1pt solid; width: 2%; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; width: 11%; text-align: right"><span id="xdx_900_eus-gaap--DerivativeLiabilitiesCurrent_iS_c20200101__20201231_zd5nPGM0hTF7" title="Derivative liabilities, beginning balance">44</span></td><td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="text-align: left">Fair value of the derivative instrument (conversion option)</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_900_eus-gaap--UnrealizedGainLossOnDerivatives_d0_c20200101__20201231_zC4JlEuMUIf6" title="Fair value of the derivative instrument (conversion option)">—</span></td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Gain on derivative recognized as a separate line in the statement of loss</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_902_eus-gaap--GainLossOnDerivativeInstrumentsNetPretax_iN_di_c20200101__20201231_zk3W4FQVj63" title="Gain on derivative recognized as a separate line in the statement of loss">(44</span></td><td style="border-bottom: Black 1pt solid; text-align: left">)</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Balance as at December 31, 2020</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_905_eus-gaap--DerivativeLiabilitiesCurrent_iS_d0_c20210101__20211231_zT2Fc1msmHXi" title="Derivative liabilities, beginning balance">—</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left">Fair value of the derivative instrument (conversion option)</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90E_eus-gaap--UnrealizedGainLossOnDerivatives_d0_c20210101__20211231_zkgKj8mSpwba" title="Fair value of the derivative instrument (conversion option)">—</span></td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Gain on derivative recognized as a separate line in the statement of loss</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_903_eus-gaap--GainLossOnDerivativeInstrumentsNetPretax_d0_c20210101__20211231_zQoCsGvMORZe" title="Gain on derivative recognized as a separate line in the statement of loss">—</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Balance as at December 31, 2021</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_90A_eus-gaap--DerivativeLiabilitiesCurrent_iE_d0_c20210101__20211231_zElhhW5H2A9" title="Derivative liabilities, ending balance">—</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<p style="margin-top: 0; margin-bottom: 0"/>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_886_eus-gaap--FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock_pn3n3_zqD7ZV5Dztp9" style="border-collapse: collapse; width: 100%" summary="xdx: Disclosure - Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details)">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"><b> </b></td><td style="font-size: 10pt"><b> </b></td>
<td colspan="7" style="font-size: 10pt; text-align: center"><b>As at December 31, 2021</b></td><td style="font-size: 10pt"><b> </b></td>
<td colspan="7" style="font-size: 10pt; text-align: center"><b>As at December 31, 2020</b></td><td style="font-size: 10pt"><b> </b></td>
<td colspan="3" style="font-size: 10pt; text-align: right"><b>Fair</b></td><td style="font-size: 10pt"><b> </b></td>
<td colspan="3" style="font-size: 10pt; text-align: right"><b> </b></td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"><b>USD'000</b></td><td style="border-bottom: Black 1pt solid; font-size: 10pt"><b> </b></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><b>Carrying amount</b></td><td style="border-bottom: Black 1pt solid; font-size: 10pt"><b> </b></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><b>Fair value</b></td><td style="border-bottom: Black 1pt solid; font-size: 10pt"><b> </b></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><b>Carrying amount</b></td><td style="border-bottom: Black 1pt solid; font-size: 10pt"><b> </b></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><b>Fair value</b></td><td style="border-bottom: Black 1pt solid; font-size: 10pt"><b> </b></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><b>value level</b></td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><p style="margin-top: 0; margin-bottom: 0"><b>Note</b></p>
<p style="margin-top: 0; margin-bottom: 0"><b>ref.</b></p></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: italic 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: left">Nonrecurring fair value measurements</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 22%; text-align: left; text-indent: 9pt">Accounts receivable</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right"><span id="xdx_90D_eus-gaap--Assets_iI_c20211231__us-gaap--FairValueByAssetClassAxis__us-gaap--AccountsReceivableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zzgPTyjwSTVh" title="Assets, carrying amount">3,261</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right"><span id="xdx_904_eus-gaap--AssetsFairValueDisclosure_iI_c20211231__us-gaap--FairValueByAssetClassAxis__us-gaap--AccountsReceivableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zFenyxrNZe38" title="Assets, fair value">3,261</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right"><span id="xdx_909_eus-gaap--Assets_iI_c20201231__us-gaap--FairValueByAssetClassAxis__us-gaap--AccountsReceivableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zYARW4YIc9z5" title="Assets, carrying amount">2,900</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right"><span id="xdx_906_eus-gaap--AssetsFairValueDisclosure_iI_c20201231__us-gaap--FairValueByAssetClassAxis__us-gaap--AccountsReceivableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zb0E7czltEs4" title="Assets, fair value">2,900</span></td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 5%; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 5%; text-align: right">9</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Notes receivable from employees and related parties</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--Assets_iI_c20211231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableFromRelatedPartiesMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zYiYQjhWXOtc" title="Assets, carrying amount">68</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90D_eus-gaap--AssetsFairValueDisclosure_iI_c20211231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableFromRelatedPartiesMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zGq11Whghqsj" title="Assets, fair value">68</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--Assets_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableFromRelatedPartiesMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zwLOASkIYK05" title="Assets, carrying amount">37</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90A_eus-gaap--AssetsFairValueDisclosure_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableFromRelatedPartiesMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_znot6ZVTFBp1" title="Assets, fair value">37</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">10</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Notes receivable, noncurrent</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90A_eus-gaap--Assets_iI_c20211231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zKvGKo07Ayv5" title="Assets, carrying amount">190</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_906_eus-gaap--AssetsFairValueDisclosure_iI_c20211231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z5PKt1dbrPqg" title="Assets, fair value">190</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90F_eus-gaap--Assets_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7700w80fjRf" title="Assets, carrying amount">183</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_904_eus-gaap--AssetsFairValueDisclosure_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--NotesReceivableNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z06KMbw2ZUQ4" title="Assets, fair value">183</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">14</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Equity securities, at cost</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90A_eus-gaap--Assets_iI_d0_c20211231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtCostMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zPWuJ9kTTj2e" title="Assets, carrying amount">501</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90D_eus-gaap--AssetsFairValueDisclosure_iI_d0_c20211231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtCostMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zK4A6z6p8iM" title="Assets, fair value">501</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90E_eus-gaap--Assets_iI_d0_c20201231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtCostMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z9VWi3R9Tst5" title="Assets, carrying amount">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_907_eus-gaap--AssetsFairValueDisclosure_iI_d0_c20201231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtCostMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zjWidkp6F5C7" title="Assets, fair value">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">21</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Accounts payable</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90B_eus-gaap--Liabilities_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__us-gaap--AccountsPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z1DswZgU2Vd2" title="Liabilities, carrying amount">16,448</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_907_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__us-gaap--AccountsPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z1qW7NTt1BK" title="Liabilities, fair value">16,448</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90F_eus-gaap--Liabilities_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__us-gaap--AccountsPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zZ2kBywbk5cj" title="Liabilities, carrying amount">13,099</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_901_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__us-gaap--AccountsPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zTQNjBtHehI5" title="Liabilities, fair value">13,099</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">24</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Notes payable</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_900_eus-gaap--Liabilities_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--NotesPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7kn6jM1zmNc" title="Liabilities, carrying amount">6,249</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90C_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--NotesPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zzsWhx3TyYVc" title="Liabilities, fair value">6,249</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--Liabilities_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--NotesPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z9N6VLKdjWMb" title="Liabilities, carrying amount">4,115</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_903_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--NotesPayableMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zX97EsooFiEj" title="Liabilities, fair value">4,115</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">25</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Bonds, mortgages and other long-term debt</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--Liabilities_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--BondsMortgagesAndOtherLongTermDebtMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zcDEgdPzL90i" title="Liabilities, carrying amount">458</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90A_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--BondsMortgagesAndOtherLongTermDebtMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zmRLimhbhd37" title="Liabilities, fair value">458</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_906_eus-gaap--Liabilities_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--BondsMortgagesAndOtherLongTermDebtMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zuToTAO8qgCb" title="Liabilities, carrying amount">646</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_905_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--BondsMortgagesAndOtherLongTermDebtMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zsrAWFGfD6ib" title="Liabilities, fair value">4,115</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">27</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Convertible note payable, current</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90D_eus-gaap--Liabilities_iI_d0_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zQTrBNL4HHp8" title="Liabilities, carrying amount">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_900_eus-gaap--LiabilitiesFairValueDisclosure_iI_d0_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zViOdlFVzwkb" title="Liabilities, fair value">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_903_eus-gaap--Liabilities_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zJ9QbrbiGggl" title="Liabilities, carrying amount">5,633</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_906_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7LDa84TO1q1" title="Liabilities, fair value">5,633</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">27</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Convertible note payable, noncurrent</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90C_eus-gaap--Liabilities_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableNonCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zkwUG5K1Dful" title="Liabilities, carrying amount">9,049</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_907_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableNonCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zaC60aWsHYo5" title="Liabilities, fair value">9,049</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_907_eus-gaap--Liabilities_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableNonCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zTsY7shfCYh7" title="Liabilities, carrying amount">3,710</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_901_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--ConvertibleNotePayableNonCurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zNZItDIAswy9" title="Liabilities, fair value">3,710</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">27</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Indebtedness to related parties, noncurrent</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_901_eus-gaap--Liabilities_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--IndebtednessToRelatedPartiesNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z7vgdJkp8km4" title="Liabilities, carrying amount">2,395</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_900_eus-gaap--LiabilitiesFairValueDisclosure_iI_c20211231__us-gaap--FairValueByLiabilityClassAxis__custom--IndebtednessToRelatedPartiesNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_z86eQsqV3AV5" title="Liabilities, fair value">2,395</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90C_eus-gaap--Liabilities_iI_d0_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--IndebtednessToRelatedPartiesNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zJFP49ndu4Bh" title="Liabilities, carrying amount">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_905_eus-gaap--LiabilitiesFairValueDisclosure_iI_d0_c20201231__us-gaap--FairValueByLiabilityClassAxis__custom--IndebtednessToRelatedPartiesNoncurrentMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zPsJZIaGh9S" title="Liabilities, fair value">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">28</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left">Recurring fair value measurements</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Available-for-sale debt security</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_906_eus-gaap--Assets_iI_d0_c20211231__us-gaap--FairValueByAssetClassAxis__custom--AvailableForSaleDebtSecurityMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zLA3uPnVTkD" title="Assets, carrying amount">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_907_eus-gaap--AssetsFairValueDisclosure_iI_d0_c20211231__us-gaap--FairValueByAssetClassAxis__custom--AvailableForSaleDebtSecurityMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_z15fix9ogew" title="Assets, fair value">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_901_eus-gaap--Assets_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--AvailableForSaleDebtSecurityMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zC6IankbEpWk" title="Assets, carrying amount">9,190</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90F_eus-gaap--AssetsFairValueDisclosure_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--AvailableForSaleDebtSecurityMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zRBx5tVdY18" title="Assets, fair value">9,190</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">11</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 9pt">Equity securities, at fair value</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--Assets_iI_c20211231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtFairValueMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zkhYa9t7cTSg" title="Assets, carrying amount">1</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_904_eus-gaap--AssetsFairValueDisclosure_iI_c20211231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtFairValueMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zj3OVyUBIIkb" title="Assets, carrying amount">1</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_901_eus-gaap--Assets_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtFairValueMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_z3hITdZB3MQ9" title="Assets, carrying amount">301</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90E_eus-gaap--AssetsFairValueDisclosure_iI_c20201231__us-gaap--FairValueByAssetClassAxis__custom--EquitySecuritiesAtFairValueMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_z7gA587h7Vcb" title="Assets, fair value">301</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">22</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>3261000326100029000002900000680006800037000370001900001900001830001830005010005010000016448000164480001309900013099000624900062490004115000411500045800045800064600041150000056330005633000904900090490003710000371000023950002395000000091900009190000100010003010003010002021-04-303.0025743525000025000025000037343856954182560<table cellpadding="0" cellspacing="0" id="xdx_88B_eus-gaap--ScheduleOfDerivativeLiabilitiesAtFairValueTableTextBlock_pn3n3_zeIOyf5uxHCb" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 90%" summary="xdx: Disclosure - Fair Value Measurements - Schedule of Derivative Liabilities at Fair Value (Details)">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: left">Derivative liabilities</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; width: 85%; text-align: left; padding-bottom: 1pt">Balance as at December 31, 2019</td><td style="border-bottom: Black 1pt solid; width: 2%; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; width: 11%; text-align: right"><span id="xdx_900_eus-gaap--DerivativeLiabilitiesCurrent_iS_c20200101__20201231_zd5nPGM0hTF7" title="Derivative liabilities, beginning balance">44</span></td><td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="text-align: left">Fair value of the derivative instrument (conversion option)</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_900_eus-gaap--UnrealizedGainLossOnDerivatives_d0_c20200101__20201231_zC4JlEuMUIf6" title="Fair value of the derivative instrument (conversion option)">—</span></td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Gain on derivative recognized as a separate line in the statement of loss</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_902_eus-gaap--GainLossOnDerivativeInstrumentsNetPretax_iN_di_c20200101__20201231_zk3W4FQVj63" title="Gain on derivative recognized as a separate line in the statement of loss">(44</span></td><td style="border-bottom: Black 1pt solid; text-align: left">)</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Balance as at December 31, 2020</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_905_eus-gaap--DerivativeLiabilitiesCurrent_iS_d0_c20210101__20211231_zT2Fc1msmHXi" title="Derivative liabilities, beginning balance">—</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left">Fair value of the derivative instrument (conversion option)</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90E_eus-gaap--UnrealizedGainLossOnDerivatives_d0_c20210101__20211231_zkgKj8mSpwba" title="Fair value of the derivative instrument (conversion option)">—</span></td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Gain on derivative recognized as a separate line in the statement of loss</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_903_eus-gaap--GainLossOnDerivativeInstrumentsNetPretax_d0_c20210101__20211231_zQoCsGvMORZe" title="Gain on derivative recognized as a separate line in the statement of loss">—</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Balance as at December 31, 2021</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_90A_eus-gaap--DerivativeLiabilitiesCurrent_iE_d0_c20210101__20211231_zElhhW5H2A9" title="Derivative liabilities, ending balance">—</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
</table>440000440000000<p id="xdx_807_eus-gaap--CashAndCashEquivalentsDisclosureTextBlock_zIy71V7FEq6c" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 7.</span> <span id="xdx_822_ze9TnwjE4cDa">Cash and cash equivalents</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Cash consists of deposits held at major banks.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On January 16, 2021, as per the terms of the SPA
relating to the sale of WISeKey (Bermuda) Holding Ltd and its affiliates to Digicert Inc,, USD <span id="xdx_90C_eus-gaap--CashAndCashEquivalentsPeriodIncreaseDecrease_pn3n6_c20210101__20210131_z8icgvl4rCV8" title="Restricted cash transfered into cash and cash equivalents">2.0</span> million of the consideration retained
on an escrow account was released to WISeKey, thereby transferring from restricted cash current into cash and cash equivalents. The funds
were received on January 29, 2021, together with USD <span id="xdx_90D_eus-gaap--InterestIncomeDepositsWithFinancialInstitutions_pp0p0_c20210101__20210131_z8A56pUXixv8" title="Interest earned on restricted cash account">46,557</span> interest earned on the restricted cash account until its release.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
2000000.046557<p id="xdx_80C_ecustom--RestrictedCashDisclosureTextBlock_zD5UP62K2oTj" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 8.</span> <span id="xdx_820_z4L3WTsge6je">Restricted cash</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Restricted cash as at December 31, 2021 relates
to the capital subscription of a new group entity which had not yet been incorporated as at December 31, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_804_eus-gaap--AccountsAndNontradeReceivableTextBlock_zC0qP6iPqs5l" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 9.</span> <span id="xdx_827_z0XeFt5laEkf">Accounts receivable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_89B_eus-gaap--ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock_zAXRIDsD31s8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The breakdown of the accounts receivable balance
is detailed below:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BF_zh9aCAnick46" style="display: none">Accounts Receivable - Schedule of Accounts
Receivable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_496_20211231_zgZI3tX2RI57" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49E_20201231_zRniQrMvQqXe" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40E_ecustom--TradeAccountsReceivable_iI_pn3n3_maCzJIs_zO5RQZGyDEXk" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-align: left">Trade accounts receivable</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">3,078</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">2,608</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--AllowanceForDoubtfulAccountsReceivableCurrent_iNI_pn3n3_di_msCzJIs_zLmGezuIT9F9" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Allowance for doubtful accounts</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(68</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(42</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_401_ecustom--AccountsReceivableFromShareholders_iI_pn3n3_d0_maCzJIs_zLtZ63Fubnp3" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Accounts receivable from shareholders</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">14</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--AccountsReceivableRelatedPartiesCurrent_iI_pn3n3_maCzJIs_zutvB7qmgsa8" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Accounts receivable from other related parties</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">129</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">95</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_ecustom--AccountsReceivableFromUnderwritersPromotersAndEmployees_iI_pn3n3_maCzJIs_ztr2byIe8Isi" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Accounts receivable from underwriters, promoters, and employees</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">5</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--OtherReceivablesNetCurrent_iI_pn3n3_maCzJIs_ztmSelv33IM1" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other accounts receivable</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">117</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">224</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--AccountsReceivableNetCurrent_iTI_pn3n3_mtCzJIs_zZZlBqK7HEij" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total accounts receivable net of allowance for doubtful accounts</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">3,261</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2,900</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8AF_zYzYskqKujt9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, accounts receivable from
other related parties consisted of a receivable from OISTE in relation to the facilities and personnel hosted by WISeKey SA on behalf
of OISTE. (see Note 42).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89B_eus-gaap--ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock_zAXRIDsD31s8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The breakdown of the accounts receivable balance
is detailed below:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BF_zh9aCAnick46" style="display: none">Accounts Receivable - Schedule of Accounts
Receivable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_496_20211231_zgZI3tX2RI57" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49E_20201231_zRniQrMvQqXe" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40E_ecustom--TradeAccountsReceivable_iI_pn3n3_maCzJIs_zO5RQZGyDEXk" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-align: left">Trade accounts receivable</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">3,078</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">2,608</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--AllowanceForDoubtfulAccountsReceivableCurrent_iNI_pn3n3_di_msCzJIs_zLmGezuIT9F9" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Allowance for doubtful accounts</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(68</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(42</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_401_ecustom--AccountsReceivableFromShareholders_iI_pn3n3_d0_maCzJIs_zLtZ63Fubnp3" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Accounts receivable from shareholders</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">14</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--AccountsReceivableRelatedPartiesCurrent_iI_pn3n3_maCzJIs_zutvB7qmgsa8" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Accounts receivable from other related parties</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">129</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">95</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_ecustom--AccountsReceivableFromUnderwritersPromotersAndEmployees_iI_pn3n3_maCzJIs_ztr2byIe8Isi" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Accounts receivable from underwriters, promoters, and employees</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">5</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--OtherReceivablesNetCurrent_iI_pn3n3_maCzJIs_ztmSelv33IM1" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other accounts receivable</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">117</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">224</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--AccountsReceivableNetCurrent_iTI_pn3n3_mtCzJIs_zZZlBqK7HEij" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total accounts receivable net of allowance for doubtful accounts</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">3,261</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2,900</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
307800026080006800042000014000129000950005000100011700022400032610002900000<p id="xdx_803_ecustom--NotesReceivableFromEmployeesTextBlock_zUFp5WdFkHYf" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 10.</span> <span id="xdx_827_zDkxJEq76dRd">Notes receivable from employees</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, the notes receivable
from employees and related parties consisted of a loan to an employee for CHF <span id="xdx_90D_eus-gaap--NotesReceivableRelatedParties_iI_pp0p0_uCHF_c20211231__us-gaap--RelatedPartyTransactionAxis__custom--EmployeeMember_zzgLvYl6e9bd" title="Notes receivable">61,818</span> (USD <span id="xdx_90C_eus-gaap--NotesReceivableRelatedParties_iI_pp0p0_uUSD_c20211231__us-gaap--RelatedPartyTransactionAxis__custom--EmployeeMember_zKGXFYBSRXla" title="Notes receivable">67,798</span>). The loan bears an interest
rate of <span id="xdx_90A_eus-gaap--ReceivableWithImputedInterestEffectiveYieldInterestRate_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionAxis__custom--EmployeeMember_zXbeXQLXeJ1h" title="Interest rate">0.5</span>% per annum. The loan and accrued interest were initially to be repaid in full on or before December 31, 2021, extended to
December 31, 2022. In exchange for the loan, the employee has pledged the <span id="xdx_909_ecustom--OptionsPledged_pid_c20210101__20211231__us-gaap--RelatedPartyTransactionAxis__custom--EmployeeMember_zSiybutqzild" title="Options pledged">60,000</span> ESOP options that he holds on WIHN Class B Shares (see
Note 35).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
61818677980.00560000<p id="xdx_80D_eus-gaap--InvestmentsInDebtAndMarketableEquitySecuritiesAndCertainTradingAssetsDisclosureTextBlock_zS4lBsS1WcV3" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 11.</span> <span id="xdx_82E_zqiDfRqH9gMl">Available-for-sale debt security</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Convertible Loan with arago</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On August 11, 2020, WISeKey entered into a convertible
loan agreement with arago (the “<b>arago First Convertible Loan</b>”), a private German company leader in artificial intelligence
automation, to acquire 5% of arago’s fully diluted share capital against an investment of CHF <span id="xdx_909_eus-gaap--AvailableForSaleSecuritiesDebtSecuritiesCurrent_iI_pn3n6_uCHF_c20200811__us-gaap--FinancialInstrumentAxis__custom--AragoFirstConvertibleLoanMember_zD28g0jdZmi8" title="Available-for-sale debt security">5</span> million <span id="xdx_90E_ecustom--AvailableForSaleDebtSecurityPaymentTermsDescription_c20200801__20200811__us-gaap--FinancialInstrumentAxis__custom--AragoFirstConvertibleLoanMember_zKJejvSmuh39" title="Available-for-sale debt security, payment terms description">to be paid in five
monthly installments of CHF 1 million starting August 12, 2020</span>. The arago First Convertible Loan bore an interest of <span id="xdx_905_eus-gaap--DebtInstrumentInterestRateEffectivePercentage_iI_pid_dp_c20200811__us-gaap--FinancialInstrumentAxis__custom--AragoFirstConvertibleLoanMember_zdaCradmicd" title="Interest rate">5</span>% per
annum, did not contain any lender’s fees, and had no maturity date. <span id="xdx_901_ecustom--AvailableForSaleDebtSecurityAdditionalInformation_c20200801__20200811__us-gaap--FinancialInstrumentAxis__custom--AragoFirstConvertibleLoanMember_zxfpwRZ7Ci48" title="Available-for-sale debt security, additional information">WISeKey or arago could request conversion of the arago First
Convertible Loan into arago shares representing 5% of arago’s fully diluted share capital provided that either the full CHF 5 million
was paid by WISeKey or that WISeKey had terminated the agreement.</span> On August 12, 2020, WISeKey made an initial payment of CHF <span id="xdx_907_eus-gaap--RepaymentsOfConvertibleDebt_pn3n6_uCHF_c20200801__20200812__us-gaap--FinancialInstrumentAxis__custom--AragoFirstConvertibleLoanMember_zTPDY8JO0lY1" title="Payment on convertible loan">1</span> million.
On September 10, 2020, WISeKey terminated the arago First Convertible Loan and signed a new convertible loan agreement with arago on September
18, 2020 (the “<b>arago Second Convertible Loan</b>”).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Per arago Second Convertible Loan, <span id="xdx_906_ecustom--AvailableForSaleDebtSecuritySecondConvertibleLoanDescription_c20200901__20200918__us-gaap--FinancialInstrumentAxis__custom--AragoSecondConvertibleLoanMember_z2oB1HQz94ma" title="Available-for-sale debt security, convertible loan description">WISeKey intended
to acquire 5% of arago’s fully diluted share capital against an investment of CHF 5 million</span> made up of the CHF <span id="xdx_905_eus-gaap--RepaymentsOfConvertibleDebt_pn3n6_uCHF_c20200801__20200812__us-gaap--FinancialInstrumentAxis__custom--AragoSecondConvertibleLoanMember_zRKgeJZXnkOe" title="Payment on convertible loan">1</span> million
paid on August 12, 2020, <span id="xdx_908_ecustom--AvailableForSaleDebtSecurityPaymentTermsDescription_c20200901__20200918__us-gaap--FinancialInstrumentAxis__custom--AragoSecondConvertibleLoanMember_zPX6oDQJHOjj" title="Available-for-sale debt security, payment terms description">and four monthly installments of CHF 1 million starting September 18, 2020</span>. The arago Second
Convertible Loan bore an interest of <span id="xdx_906_eus-gaap--DebtInstrumentInterestRateEffectivePercentage_iI_pid_dp_c20200918__us-gaap--FinancialInstrumentAxis__custom--AragoSecondConvertibleLoanMember_z1wEXckqTLMe" title="Interest rate">5</span>% per annum, did not contain any lender’s fees, and had no maturity date. WISeKey or arago
could request conversion of the arago Second Convertible Loan into arago shares representing 5% of arago’s fully diluted share capital
once the full CHF 5 million was paid by WISeKey, or, should WISeKey terminate the agreement, the conversion shall take place
within the next financing round of arago. On September 21, 2020, WISeKey made a payment of CHF <span id="xdx_90B_eus-gaap--RepaymentsOfConvertibleDebt_pn3n6_uCHF_c20200901__20200921__us-gaap--FinancialInstrumentAxis__custom--AragoSecondConvertibleLoanMember_zzzoqS4yrT0k" title="Payment on convertible loan">1</span> million. On October 09, 2020,
WISeKey terminated the arago Second Convertible Loan and signed a new convertible loan agreement with arago on November 18, 2020 (the
“<b>arago Third Convertible Loan</b>”).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Per arago Third Convertible Loan, <span id="xdx_90C_ecustom--AvailableForSaleDebtSecuritySecondConvertibleLoanDescription_c20201101__20201118__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zR3xC3QuBiLl" title="Available-for-sale debt security, convertible loan description">WISeKey intended
to acquire 51% of arago’s fully diluted share capital, instead of the 5% previously negotiated under the arago First Convertible
Loan and arago Second Convertible Loan, in exchange for (i) an investment of CHF 5 million</span> made up of the CHF <span id="xdx_90C_eus-gaap--RepaymentsOfConvertibleDebt_pn3n6_uCHF_c20200801__20200812__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zFBeI92nTcme" title="Payment on convertible loan">1</span> million
paid on August 12, 2020, the CHF <span id="xdx_905_eus-gaap--RepaymentsOfConvertibleDebt_pn3n6_uCHF_c20200901__20200921__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zQjNki7VF1Yc" title="Payment on convertible loan">1</span> million paid on September 21, 2020, and <span id="xdx_90F_ecustom--AvailableForSaleDebtSecurityPaymentTermsDescription_c20201101__20201118__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_z5C5P0K2FiK3" title="Available-for-sale debt security, payment terms description">three monthly installments of CHF 1 million
starting November 20, 2020 subject to adjustment in accordance with arago’s working capital needs, and (ii) a guarantee on
arago’s existing indebtedness</span>. The arago Third Convertible Loan bore an interest of <span id="xdx_900_eus-gaap--DebtInstrumentInterestRateEffectivePercentage_iI_pid_dp_c20201118__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zALafWa5XYr2" title="Interest rate">5</span>% per annum, did not contain any lender’s
fees, and had no maturity date. <span id="xdx_906_ecustom--AvailableForSaleDebtSecurityAdditionalInformation_c20201101__20201118__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zqKzCCrgIw2j" title="Available-for-sale debt security, additional information">WISeKey could request conversion of the arago Third Convertible Loan into arago shares representing 51%
of arago’s fully diluted share capital at any time provided that the full CHF 5 million was paid by WISeKey and that WISeKey
paid the nominal value of the newly issued shares in cash.</span> In case WISeKey had not exercised its conversion right by December 31, 2020,
arago could request the conversion at any time.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">To determine the appropriate accounting treatment
for our convertible debt investment, WISeKey performed a variable interest entity (“VIE”) analysis and concluded that arago
does not meet the definition of a VIE. After WISeKey reviewed all of the terms of the investment, WISeKey concluded the appropriate accounting
treatment to be that of an available-for-sale debt security.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The investment was carried at fair value with
unrealized holding gains and losses excluded from earnings and reported in other comprehensive income. WISeKey estimated the fair value
of the investment at each reporting date by utilizing an option pricing model, as well as a present value of expected cash flows from
the debt security utilizing the risk-free rate and the estimated credit spread as of the valuation date as the discount rate. The valuation
analysis utilized certain key assumptions such as the estimated credit spread, the expected life of the option, and the valuation of arago
all of which were significant unobservable inputs and thus represented a Level 3 measurement within the fair value hierarchy. The use
of alternative estimates and assumptions could increase or decrease the estimated fair value of the investment, which would result in
different impacts to WISeKey’s consolidated balance sheet and comprehensive income. Actual results may differ from estimates. The
fair value of the convertible debt investment was recorded in debt securities, at fair value on the consolidated balance sheets.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On January 18, 2021, WIHN exercised its right
to convert the loan into 51% of arago’s share capital and 51% of the voting rights associated with arago’s share capital,
calculated on a fully diluted basis, taking into consideration the impact of any unexercised share options or other capital instruments
convertible into or exchangeable or exercisable for arago shares.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The acquisition date was February 1, 2021 (see
Note 14 for details). As at February 1, 2021, WIHN had funded CHF <span id="xdx_908_ecustom--PaymentsOnConvertibleLoans_iI_pn3n6_uCHF_c20210201__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zr52d7tS2zf2" title="Payment on convertible loan">3.4</span> million out of the CHF <span id="xdx_903_eus-gaap--AvailableForSaleSecuritiesDebtSecuritiesCurrent_iI_pn3n6_uCHF_c20200811__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_z5XAP9ZdVNy5" title="Available-for-sale debt security">5</span> million convertible
loan:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">CHF <span id="xdx_906_ecustom--PaymentsOnConvertibleLoans_iI_pp0p0_uCHF_c20200812__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zTcupbxxCcMc" title="Payment on convertible loan">1,000,000</span> on August 12, 2020;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">CHF <span id="xdx_904_ecustom--PaymentsOnConvertibleLoans_iI_pp0p0_uCHF_c20200921__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zk8UYlFFJJS2" title="Payment on convertible loan">1,000,000</span> on September 21, 2020;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">CHF <span id="xdx_90A_ecustom--PaymentsOnConvertibleLoans_iI_pp0p0_uCHF_c20201120__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_z95pRneeP3wd" title="Payment on convertible loan">600,000</span> on November 20, 2020;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">CHF <span id="xdx_901_ecustom--PaymentsOnConvertibleLoans_iI_pp0p0_uCHF_c20201201__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_z8dEuVISZG2a" title="Payment on convertible loan">400,000</span> on December 01, 2020;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">CHF <span id="xdx_906_ecustom--PaymentsOnConvertibleLoans_iI_pp0p0_uCHF_c20201222__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zDSanAPFHpf9" title="Payment on convertible loan">400,000</span> on December 22, 2020 out of which arago returned EUR <span id="xdx_90F_ecustom--ReturnOfUnrequiredFunds_pp0p0_uEUR_c20201202__20201230__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_z8DrNz12kZI2" title="Unrequired funds received">300,000</span> (CHF <span id="xdx_90A_ecustom--ReturnOfUnrequiredFunds_pp0p0_uCHF_c20201202__20201230__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zVpJ9ttoMnO5" title="Unrequired funds received">324,708</span> at historical rate)
unrequired funds on December 30, 2020; and</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">EUR <span id="xdx_900_ecustom--PaymentsOnConvertibleLoans_iI_pp0p0_uEUR_c20210104__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zWAu7rVS3Qeh" title="Payment on convertible loan">300,000</span> on January 04, 2021.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The fair value of the arago Third Convertible
Loan was measured as at February 01, 2021 as USD <span id="xdx_900_eus-gaap--ConvertibleDebtFairValueDisclosures_iI_pp0p0_uUSD_c20210201__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zp4htPbYSl96" title="Fair value of convertible debt">11,166,432</span> for the business combination accounting. The loan fair value was included
in the consideration paid for the acquisition and, in line with ASC 320-10-40-2, the total amount of CHF <span id="xdx_90A_eus-gaap--AvailableForSaleDebtSecuritiesGrossUnrealizedGain_pp0p0_uCHF_c20210201__20210228__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_z4ncJketvwx9" title="Unrealized gain">6,546,964</span> (USD <span id="xdx_909_eus-gaap--AvailableForSaleDebtSecuritiesGrossUnrealizedGain_pp0p0_uUSD_c20210201__20210228__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zC3WWxQcP8H6" title="Unrealized gain">7,349,602</span>
at historical rate) recorded in other comprehensive income, representing the unrealized gain up to the date of acquisition, was reversed
into non-operating income. The remaining CHF <span id="xdx_90C_ecustom--CashPaymentForConsideration_iI_pp0p0_uCHF_c20210201__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zKRmGRAaWXji" title="Cash payment for consideration">1,600,000</span> (USD <span id="xdx_909_ecustom--CashPaymentForConsideration_iI_pp0p0_uUSD_c20210201__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zG3LKHi1GRqa" title="Cash payment for consideration">1,796,155</span> at historical rate) cash payment part of the CHF <span id="xdx_90E_ecustom--CashConsideration_iI_pn3n6_uCHF_c20210201__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_ziRwFdaOooDi" title="Cash consideration">5</span> million
cash consideration was settled after February 01, 2021 but was already taken into account as at February 01, 2021 in
the fair value measurement of the Third Convertible Loan; it was therefore recorded in the income statement in non-operating income as
a deduction from the unrealized gain reversed into non-operating income. As a result, a net income of CHF <span id="xdx_907_ecustom--FairValueAdjustmentRecognizedInNonOperatingIncome_pp0p0_uCHF_c20210201__20210228__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zn6vwDKrRkIg" title="Fair value adjustment recognized in non-operating income">4,946,964</span> (USD <span id="xdx_909_ecustom--FairValueAdjustmentRecognizedInNonOperatingIncome_pp0p0_uUSD_c20210201__20210228__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_z92T3W1iaj73" title="Fair value adjustment recognized in non-operating income">5,553,447</span>
at historical rate) was recorded in non-operating income in relation to fair value adjustment on the Third Convertible Loan. See Note
15 for details on the business combination accounting.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89E_eus-gaap--DebtSecuritiesAvailableForSaleTableTextBlock_zzsDxcxmx9P4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table sets forth the changes in
the balance of the convertible debt investment for the years ended December 31, 2019, 2020 and 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B1_zNe509WTs2e2" style="display: none">Available-For-Sale Debt Security -
Schedule of Debt Securities Available-For-Sale</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 90%">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: left">Available-for-sale debt security</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; width: 85%; text-align: left; padding-bottom: 1pt">Balance as at December 31, 2019</td><td style="border-bottom: Black 1pt solid; width: 2%; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; width: 11%; text-align: right"><span id="xdx_901_eus-gaap--AvailableForSaleSecuritiesDebtSecurities_iS_pn3n3_d0_c20200101__20201231_zMvjFI7K1wRd" title="Available-for-sale debt security, beginning">—</span></td><td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="text-align: left">Available-for sale debt security acquired in the year</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_901_ecustom--AvailableForSaleSecuritiesAcquiredDuringPeriod_pn3n3_c20200101__20201231_zefNM2Cw0RL1" title="Available-for-sale debt security acquired in the year">3,805</span></td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_90F_eus-gaap--OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax_pn3n3_c20200101__20201231_zvmHPUtaoY39" title="Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income">5,385</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Balance as at December 31, 2020</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_901_eus-gaap--AvailableForSaleSecuritiesDebtSecurities_iS_pn3n3_d0_c20210101__20211231_zuiir370Smzb" title="Available-for-sale debt security, beginning">9,190</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left">Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_908_eus-gaap--OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax_iN_pn3n3_di_c20210101__20211231_zzCpqy9EgvRf" title="Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income">1,965</span></td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="text-align: left">Foreign currency effect on debt security held in Swiss Fancs</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90E_ecustom--ForeignCurrencyEffectOnDebtSecurityHeldInSwissFancs_pn3n3_c20210101__20211231_zqxKOmJEjvKb" title="Foreign currency effect on debt security held in Swiss Francs">11</span></td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Conversion of available-for-sale debt security in the period</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_907_ecustom--ConversionOfAvailableForSaleDebtSecurityInThePeriod_iN_pn3n3_di_c20210101__20211231_ztihc0Lq6UZg" title="Conversion of available-for-sale debt security in the period">(11,166</span></td><td style="border-bottom: Black 1pt solid; text-align: left">)</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Balance as at December 31, 2021</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_906_eus-gaap--AvailableForSaleSecuritiesDebtSecurities_iE_pn3n3_d0_c20210101__20211231_zwrAoVc2HN27" title="Available-for-sale debt security, ending">—</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
</table>
<p id="xdx_8AE_zB9B6e02tSwk" style="margin-top: 0; margin-bottom: 0"> </p>
5000000to be paid in five
monthly installments of CHF 1 million starting August 12, 20200.05WISeKey or arago could request conversion of the arago First
Convertible Loan into arago shares representing 5% of arago’s fully diluted share capital provided that either the full CHF 5 million
was paid by WISeKey or that WISeKey had terminated the agreement.1000000WISeKey intended
to acquire 5% of arago’s fully diluted share capital against an investment of CHF 5 million1000000and four monthly installments of CHF 1 million starting September 18, 20200.051000000WISeKey intended
to acquire 51% of arago’s fully diluted share capital, instead of the 5% previously negotiated under the arago First Convertible
Loan and arago Second Convertible Loan, in exchange for (i) an investment of CHF 5 million10000001000000three monthly installments of CHF 1 million
starting November 20, 2020 subject to adjustment in accordance with arago’s working capital needs, and (ii) a guarantee on
arago’s existing indebtedness0.05WISeKey could request conversion of the arago Third Convertible Loan into arago shares representing 51%
of arago’s fully diluted share capital at any time provided that the full CHF 5 million was paid by WISeKey and that WISeKey
paid the nominal value of the newly issued shares in cash.3400000500000010000001000000600000400000400000300000324708300000111664326546964734960216000001796155500000049469645553447<p id="xdx_89E_eus-gaap--DebtSecuritiesAvailableForSaleTableTextBlock_zzsDxcxmx9P4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table sets forth the changes in
the balance of the convertible debt investment for the years ended December 31, 2019, 2020 and 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B1_zNe509WTs2e2" style="display: none">Available-For-Sale Debt Security -
Schedule of Debt Securities Available-For-Sale</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 90%">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: left">Available-for-sale debt security</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; width: 85%; text-align: left; padding-bottom: 1pt">Balance as at December 31, 2019</td><td style="border-bottom: Black 1pt solid; width: 2%; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; width: 11%; text-align: right"><span id="xdx_901_eus-gaap--AvailableForSaleSecuritiesDebtSecurities_iS_pn3n3_d0_c20200101__20201231_zMvjFI7K1wRd" title="Available-for-sale debt security, beginning">—</span></td><td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="text-align: left">Available-for sale debt security acquired in the year</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_901_ecustom--AvailableForSaleSecuritiesAcquiredDuringPeriod_pn3n3_c20200101__20201231_zefNM2Cw0RL1" title="Available-for-sale debt security acquired in the year">3,805</span></td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_90F_eus-gaap--OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax_pn3n3_c20200101__20201231_zvmHPUtaoY39" title="Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income">5,385</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Balance as at December 31, 2020</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_901_eus-gaap--AvailableForSaleSecuritiesDebtSecurities_iS_pn3n3_d0_c20210101__20211231_zuiir370Smzb" title="Available-for-sale debt security, beginning">9,190</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left">Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_908_eus-gaap--OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax_iN_pn3n3_di_c20210101__20211231_zzCpqy9EgvRf" title="Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income">1,965</span></td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="text-align: left">Foreign currency effect on debt security held in Swiss Fancs</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"><span id="xdx_90E_ecustom--ForeignCurrencyEffectOnDebtSecurityHeldInSwissFancs_pn3n3_c20210101__20211231_zqxKOmJEjvKb" title="Foreign currency effect on debt security held in Swiss Francs">11</span></td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Conversion of available-for-sale debt security in the period</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_907_ecustom--ConversionOfAvailableForSaleDebtSecurityInThePeriod_iN_pn3n3_di_c20210101__20211231_ztihc0Lq6UZg" title="Conversion of available-for-sale debt security in the period">(11,166</span></td><td style="border-bottom: Black 1pt solid; text-align: left">)</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Balance as at December 31, 2021</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span id="xdx_906_eus-gaap--AvailableForSaleSecuritiesDebtSecurities_iE_pn3n3_d0_c20210101__20211231_zwrAoVc2HN27" title="Available-for-sale debt security, ending">—</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
</table>
0380500053850009190000-196500011000111660000<p id="xdx_801_eus-gaap--InventoryDisclosureTextBlock_zLf55wmL0gI8" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 12.</span> <span id="xdx_820_zyCzrNRKDVif">Inventories</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_891_eus-gaap--ScheduleOfInventoryCurrentTableTextBlock_zefPAt5z6y5l" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Inventories consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B9_zj5EgNJk4nI3" style="display: none">Inventories - Schedule of Inventories, Current</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 95%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49C_20211231_zuRoHXWJKqt8" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_493_20201231_zN7vtzEsvrbe" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40A_eus-gaap--InventoryRawMaterials_iI_pn3n3_maCzeQO_z3O5azoLCy9c" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-align: left">Raw materials</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">950</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">543</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--InventoryWorkInProcess_iI_pn3n3_maCzeQO_zI4lyXbiONRk" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Work in progress</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">1,760</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">1,931</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40D_eus-gaap--InventoryNet_iTI_pn3n3_mtCzeQO_zUEDBfT4m7Md" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total inventories</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2,710</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2,474</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8AF_zAKC9QCDPl1b" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the years ended December 31, 2021, 2020 and
2019, the Group recorded inventory obsolescence charges in the income statement of respectively USD <span id="xdx_907_eus-gaap--InventoryWriteDown_pp0p0_c20210101__20211231__us-gaap--PublicUtilitiesInventoryAxis__us-gaap--PublicUtilitiesInventoryRawMaterialsMember_zGsLJalhEpc4" title="Inventory obsolescence">57,302</span>, USD <span id="xdx_90D_eus-gaap--InventoryWriteDown_pp0p0_c20200101__20201231__us-gaap--PublicUtilitiesInventoryAxis__us-gaap--PublicUtilitiesInventoryRawMaterialsMember_zlp172skjMW4" title="Inventory obsolescence">156,188</span> and
USD <span id="xdx_904_eus-gaap--InventoryWriteDown_pp0p0_c20190101__20191231__us-gaap--PublicUtilitiesInventoryAxis__us-gaap--PublicUtilitiesInventoryRawMaterialsMember_zgtigH5xMaW2" title="Inventory obsolescence">26,249</span> on raw materials, and USD <span id="xdx_905_eus-gaap--InventoryWriteDown_pp0p0_c20210101__20211231__us-gaap--PublicUtilitiesInventoryAxis__custom--PublicUtilitiesWorkInProgressMember_z10dHoxCB8Sc" title="Inventory obsolescence">404,509</span>, USD <span id="xdx_903_eus-gaap--InventoryWriteDown_pp0p0_c20200101__20201231__us-gaap--PublicUtilitiesInventoryAxis__custom--PublicUtilitiesWorkInProgressMember_zgGXuaSsHhoi" title="Inventory obsolescence">301,215</span> and USD <span id="xdx_906_eus-gaap--InventoryWriteDown_pp0p0_c20190101__20191231__us-gaap--PublicUtilitiesInventoryAxis__custom--PublicUtilitiesWorkInProgressMember_zq3EVXUcHeFc" title="Inventory obsolescence">508,938</span> on work in progress.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_912_eus-gaap--PublicUtilitiesInventoryRawMaterialsMember_z6iWt5UXEowi" style="display: none">Raw Materials</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_91F_ecustom--PublicUtilitiesWorkInProgressMember_zQgZ2uRmGJZ6" style="display: none">Work in Progress</span> </p>
<p id="xdx_891_eus-gaap--ScheduleOfInventoryCurrentTableTextBlock_zefPAt5z6y5l" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Inventories consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B9_zj5EgNJk4nI3" style="display: none">Inventories - Schedule of Inventories, Current</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 95%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49C_20211231_zuRoHXWJKqt8" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_493_20201231_zN7vtzEsvrbe" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40A_eus-gaap--InventoryRawMaterials_iI_pn3n3_maCzeQO_z3O5azoLCy9c" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-align: left">Raw materials</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">950</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">543</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--InventoryWorkInProcess_iI_pn3n3_maCzeQO_zI4lyXbiONRk" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Work in progress</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">1,760</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">1,931</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40D_eus-gaap--InventoryNet_iTI_pn3n3_mtCzeQO_zUEDBfT4m7Md" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total inventories</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2,710</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2,474</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
95000054300017600001931000271000024740005730215618826249404509301215508938<p id="xdx_80B_eus-gaap--OtherCurrentAssetsTextBlock_zHxwGiMIhbH2" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 13.</span> <span id="xdx_825_zsqxDQL7hc94">Other current assets</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_89A_eus-gaap--ScheduleOfOtherCurrentAssetsTableTextBlock_zMCxEpjeJdf5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Other current assets consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BA_zRcbYZqJ2rll" style="display: none">Other Current Assets - Schedule of
Other Current Assets</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 95%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49C_20211231_z93MKoF6tLz4" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49B_20201231_znYi2ToqKJhc" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40C_eus-gaap--ValueAddedTaxReceivableCurrent_iI_pn3n3_maCzkBi_zVhrN385ljYb" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-align: left">Value-Added Tax Receivable</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">359</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">762</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--OtherPrepaidExpenseCurrent_iI_pn3n3_maCzkBi_zUYCbfc2d9xb" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Advanced payment to suppliers</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">220</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">43</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--DepositsAssetsCurrent_iI_pn3n3_maCzkBi_zY8JDQ8Ml0Jc" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Deposits, current</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">97</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">5</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40B_eus-gaap--OtherAssetsMiscellaneousCurrent_iI_pn3n3_maCzkBi_zpDX9xoPHWEc" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other current assets</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">1</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">4</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--OtherAssetsCurrent_iTI_pn3n3_mtCzkBi_zjF9acnL4km4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total other current assets</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">677</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">814</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8A1_zsPxl5RJHZ3e" style="margin-top: 0; margin-bottom: 0"> </p>
<p id="xdx_89A_eus-gaap--ScheduleOfOtherCurrentAssetsTableTextBlock_zMCxEpjeJdf5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Other current assets consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BA_zRcbYZqJ2rll" style="display: none">Other Current Assets - Schedule of
Other Current Assets</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 95%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49C_20211231_z93MKoF6tLz4" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49B_20201231_znYi2ToqKJhc" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40C_eus-gaap--ValueAddedTaxReceivableCurrent_iI_pn3n3_maCzkBi_zVhrN385ljYb" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-align: left">Value-Added Tax Receivable</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">359</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">762</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--OtherPrepaidExpenseCurrent_iI_pn3n3_maCzkBi_zUYCbfc2d9xb" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Advanced payment to suppliers</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">220</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">43</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--DepositsAssetsCurrent_iI_pn3n3_maCzkBi_zY8JDQ8Ml0Jc" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Deposits, current</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">97</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">5</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40B_eus-gaap--OtherAssetsMiscellaneousCurrent_iI_pn3n3_maCzkBi_zpDX9xoPHWEc" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other current assets</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">1</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">4</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--OtherAssetsCurrent_iTI_pn3n3_mtCzkBi_zjF9acnL4km4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total other current assets</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">677</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">814</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
3590007620002200004300097000500010004000677000814000<p id="xdx_802_eus-gaap--LoansNotesTradeAndOtherReceivablesDisclosureTextBlock_zlVZAlZTWn53" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 14.</span> <span id="xdx_823_z02obIY4eK2j">Notes receivable, noncurrent</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_898_ecustom--NotesReceivableNoncurrentTableTextBlock_zWFFHB7V05R2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Notes receivable, noncurrent consisted of the
following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BA_zD8pFJDyird3" style="display: none">Notes Receivable, Noncurrent - Schedule
of Notes Receivable, Noncurrent</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 95%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_493_20211231_zrUWwTZLqUbi" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49E_20201231_zIzqkCyFAT5h" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40E_ecustom--LongtermReceivableFromAndLoanToShareholders_iI_pn3n3_maCzCsf_zfSKT027ulNb" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-align: left">Long-term receivable from, and loan, to shareholders</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">187</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">144</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_40A_ecustom--LongtermReceivableFromAndLoanToOtherRelatedParties_iI_pn3n3_maCzCsf_z4ZGSdXzHxN" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Long-term receivable from, and loan to, other related parties</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">39</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--NotesReceivableRelatedPartiesNoncurrent_iTI_pn3n3_mtCzCsf_zMnGjd94JOHj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total notes receivable, noncurrent</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">190</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">183</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8A3_zmXG8freGk79" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, noncurrent notes receivable
were made up of:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">several loans to employees who are shareholders in relation to the outstanding employee social charges
and tax deducted at source for the exercise of their ESOP options (see Note 35). These loans do not bear interest. The total loan amount
as at December 31, 2021 was CHF <span id="xdx_90E_ecustom--LongtermReceivableFromAndLoanToShareholders_iI_pp0p0_uCHF_c20211231_zaqWllepGO5h" title="Long-term receivable from, and loan, to shareholders">170,226</span> (USD <span id="xdx_90B_ecustom--LongtermReceivableFromAndLoanToShareholders_iI_pp0p0_uUSD_c20211231_zzYr9Iv6GEQl" title="Long-term receivable from, and loan, to shareholders">186,692</span>).</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">a loan to an employee that is not a shareholder in relation to the outstanding employee social charges
for the exercise of their ESOP options (see Note 35). This loan does not bear interest. The total loan amount as at December 31, 2021
was CHF <span id="xdx_90F_ecustom--LongtermReceivableFromAndLoanToRelatedParties_iI_pp0p0_uCHF_c20211231_z9c24XAhSQ2k" title="Long-term receivable from, and loan to, other related parties">3,322</span> (USD <span id="xdx_900_ecustom--LongtermReceivableFromAndLoanToRelatedParties_iI_pp0p0_uUSD_c20211231_zk5cAV9zGoT3" title="Long-term receivable from, and loan to, other related parties">3,643</span>).</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_898_ecustom--NotesReceivableNoncurrentTableTextBlock_zWFFHB7V05R2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Notes receivable, noncurrent consisted of the
following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BA_zD8pFJDyird3" style="display: none">Notes Receivable, Noncurrent - Schedule
of Notes Receivable, Noncurrent</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 95%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_493_20211231_zrUWwTZLqUbi" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49E_20201231_zIzqkCyFAT5h" style="font: bold 10pt Times New Roman, Times, Serif; white-space: nowrap; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40E_ecustom--LongtermReceivableFromAndLoanToShareholders_iI_pn3n3_maCzCsf_zfSKT027ulNb" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-align: left">Long-term receivable from, and loan, to shareholders</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">187</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">144</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_40A_ecustom--LongtermReceivableFromAndLoanToOtherRelatedParties_iI_pn3n3_maCzCsf_z4ZGSdXzHxN" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Long-term receivable from, and loan to, other related parties</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">39</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--NotesReceivableRelatedPartiesNoncurrent_iTI_pn3n3_mtCzCsf_zMnGjd94JOHj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total notes receivable, noncurrent</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">190</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">183</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
18700014400030003900019000018300017022618669233223643<p id="xdx_809_eus-gaap--BusinessCombinationDisclosureTextBlock_zJ90MPc3CNe4" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 15.</span> <span id="xdx_822_zPhYcpUDj13">Business combinations</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Acquisition of arago GmbH</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On February 01, 2021 the Company acquired 51% of
the fully diluted share capital of arago GmbH, a private German company, and its affiliates (together, “<b>arago</b>” or the
“arago Group”). arago is a leader in artificial intelligence automation. arago aims to provide the benefits of artificial
intelligence to enterprise customers globally through knowledge automation. arago uses modern technologies such as inference and machine
learning in order to automatically operate the entire IT stack – from heterogeneous environments to individual applications.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The assets, liabilities and results of arago have been consolidated in the Company’s financial statements from the acquisition date
of February 01, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The major classes of assets and liabilities acquired
by WISeKey at fair value on the date of acquisition are as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_894_eus-gaap--ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock_zwAOKY86PdUj" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The major classes of assets and liabilities acquired
by WISeKey at fair value on the date of acquisition are as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B7_zwOtuchnbWwc" style="display: none">Business Combinations - Schedule of Assets
and Liabilities Acquired</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 80%">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Consolidated Balance Sheet - arago group</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_494_20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_z53Y8I1zZEN6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">Opening balance</td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">As at February 1,</td></tr>
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">2021</td></tr>
<tr id="xdx_40C_eus-gaap--AssetsAbstract_iB_ziiE2Qnxl2Qa" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">ASSETS</td><td style="font-size: 10pt"> </td>
<td colspan="3" style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40C_eus-gaap--AssetsCurrentAbstract_iB_zb0kR20a5CGd" style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Current assets</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40D_eus-gaap--CashAndCashEquivalentsAtCarryingValue_i01I_pn3n3_maACzK0k_zF4DfEwUA5i4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 75%; text-align: left">Cash and cash equivalents</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 18%; text-align: right">243</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--RestrictedCashCurrent_i01I_pn3n3_maACzK0k_zMJ3zNRqVlfh" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Restricted cash, current</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">70</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--AccountsReceivableNetCurrent_i01I_pn3n3_maACzK0k_zdxLZ7pnSU25" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Accounts receivable, net of allowance for doubtful accounts</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">568</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40E_eus-gaap--NotesReceivableRelatedPartiesCurrent_i01I_pn3n3_d0_maACzK0k_z14s4xamBHIc" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Convertible note receivable from WISeKey</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1,808</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--PrepaidExpenseCurrent_i01I_pn3n3_maACzK0k_zvYDadZ1mBt7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Prepaid expenses</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">464</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40A_eus-gaap--OtherAssetsCurrent_i01I_pn3n3_maACzK0k_z2ZH0S0j9I4c" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other current assets</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">117</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40E_eus-gaap--AssetsCurrent_i01TI_pn3n3_mtACzK0k_maAzX3t_zoHOG7yDcaQ1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Total current assets</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">3,270</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40C_eus-gaap--AssetsNoncurrentAbstract_iB_zCVU2Omrphp2" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Noncurrent assets</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40A_eus-gaap--PropertyPlantAndEquipmentNet_i01I_pn3n3_maANzrpb_zdyujPjDGwqe" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Property, plant and equipment net of accumulated depreciation</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">37</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--IntangibleAssetsNetExcludingGoodwill_i01I_pn3n3_maANzrpb_zIaNlXtOghA6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Intangible assets, net of accumulated amortization</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">10,108</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--OperatingLeaseRightOfUseAsset_i01I_pn3n3_maANzrpb_zu6kvOYESCAi" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Operating lease right-of-use assets</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">78</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40F_eus-gaap--EquitySecuritiesFvNiCost_i01I_pn3n3_d0_maANzrpb_z5xivXmdplS1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Equity securities, at cost</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">55</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--GoodwillGross_i01I_pn3n3_maANzrpb_zOEou1zQkPQj" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Goodwill</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1674">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40A_eus-gaap--DeferredIncomeTaxAssetsNet_i01I_pn3n3_maANzrpb_z0s7UHQxK6Aa" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Deferred tax assets</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">8</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_404_eus-gaap--AssetsNoncurrent_i01TI_pn3n3_mtANzrpb_maAzX3t_zaatd3NtdRxj" style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total noncurrent assets</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">10,286</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40D_eus-gaap--Assets_i01TI_pn3n3_mtAzX3t_zncbGjsyl9Je" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">TOTAL ASSETS</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">13,556</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--LiabilitiesAbstract_iB_zm8hqAezBsj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">LIABILITIES</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--LiabilitiesCurrentAbstract_iB_zRAc3HxpzWQe" style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Current Liabilities</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40D_eus-gaap--AccountsPayableCurrent_i01I_pn3n3_maLCzARA_zW8mWFjLa38a" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Accounts payable</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1,288</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--NotesPayableCurrent_i01I_pn3n3_maLCzARA_zzORtXkDb5f7" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Notes payable</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3,712</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40E_eus-gaap--ConvertibleNotesPayableCurrent_i01I_pn3n3_maLCzARA_z0ciXcN1wtc6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Convertible loan with WISeKey</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1690">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40E_eus-gaap--DeferredRevenueCurrent_i01I_pn3n3_maLCzARA_znAnhCTY0hZf" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Deferred revenue</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">909</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--OperatingLeaseLiabilityCurrent_i01I_pn3n3_maLCzARA_zHCsAKcZv5t4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Current portion of obligations under operating lease liabilities</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">53</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--OtherLiabilitiesCurrent_i01I_pn3n3_maLCzARA_zLCSXnKxpUnl" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other current liabilities</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">1,816</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--LiabilitiesCurrent_i01TI_pn3n3_mtLCzARA_maLzMOH_z1R5g45Evof5" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Total current liabilities</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">7,778</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40A_eus-gaap--LiabilitiesNoncurrentAbstract_iB_zWAqjoh3DFNg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Noncurrent liabilities</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--OtherLongTermDebtNoncurrent_i01I_pn3n3_d0_maLNz1IW_zwWtDSs7l9H7" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Bonds, mortgages and other long-term debt</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">4,296</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--OperatingLeaseLiabilityNoncurrent_i01I_pn3n3_maLNz1IW_zI5Ouafvkw1d" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Operating lease liabilities, noncurrent</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">25</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--DeferredIncomeTaxLiabilitiesNet_i01I_pn3n3_maLNz1IW_ziAw8EdqX7Ae" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Deferred tax liabilities</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">3,235</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40E_eus-gaap--LiabilitiesNoncurrent_i01TI_pn3n3_mtLNz1IW_maLzMOH_zo4FYxCYZU3" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total noncurrent liabilities</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">7,556</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--Liabilities_i01TI_pn3n3_mtLzMOH_maLASEzhjK_z6TW9lY5Xs73" style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">TOTAL LIABILITIES</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">15,334</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; padding-bottom: 1pt"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet_i01I_pn3n3_zU9ia1DExLH9" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">TOTAL NET ASSETS</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">(1,778</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
</table>
<p id="xdx_8A9_z5NVc2KLNNjb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">The consideration of USD <span id="xdx_901_ecustom--TotalConsideration_iI_pp0p0_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zkp1NHEqoV48" title="Total consideration paid">22,253,087</span> for the
acquisition of arago was made up of the following components:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">The arago Third Convertible Loan fair valued at USD <span id="xdx_90D_eus-gaap--Goodwill_iI_pp0p0_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--FairValueOfTheConvertibleLoanMember_z4mID7tTHzAd" title="Goodwill">11,166,432</span> converted at the date of acquisition
(see Note 11 for detail).</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">A cash payment of USD <span id="xdx_901_eus-gaap--Goodwill_iI_pp0p0_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--PaymentOfNominalValueOfAragoSharesMember_zozrdmR1pbk7" title="Goodwill">165,160</span> corresponding to the nominal value at the date of acquisition of the
<span id="xdx_909_ecustom--SharesAcquired_iI_pid_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--PaymentOfNominalValueOfAragoSharesMember_zgiTPzTDPtX" title="Shares acquired">136,072</span> arago shares, par value EUR 1.00, acquired.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">A noncontrolling interest corresponding to the 49% of arago’s share capital, fair valued at USD <span id="xdx_902_eus-gaap--Goodwill_iI_dxL_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--NciPutOptionMember_z3XIf10Hu0vj" title="Goodwill::XDX::10%2C922"><span style="-sec-ix-hidden: xdx2ixbrl1722">10,921,495</span></span>
based on the fair value calculation of a 51% interest in arago performed to remeasure the arago Third Convertible Loan at the date of
acquisition of February 01, 2021. The minority shareholders could put their non-controlling interest to the Group within five years (the
“<b>Put Option</b>”). As the Put Option is only settleable in WISeKey Class B Shares it was determined not to be a redeemable
non-controlling interest and was recorded in permanent equity and presented as noncontrolling interests in consolidated subsidiaries on
the consolidated balance sheet.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The actual cash paid as part of the consideration
amounted to CHF <span id="xdx_90F_ecustom--CashConsideration_iI_pn3n6_uCHF_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zCkbVRgMHfmd" title="Cash consideration">5</span> million (USD <span id="xdx_90B_ecustom--CashConsideration_iI_pp0p0_uUSD_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zC3OnbLQmbzg" title="Cash consideration">5,612,985</span> at the closing rate on the date of acquisition) and USD <span id="xdx_903_eus-gaap--Goodwill_iI_pp0p0_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zs8s9mJRAjG3" title="Goodwill">165,160</span> for the nominal
value of the arago shares acquired, hence a total cash disbursement of USD <span id="xdx_90A_ecustom--TotalCashDisbursement_iI_pp0p0_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_ztg6lmgpaoh6" title="Total cash disbursement">5,778,145</span>, spread across the years ended December 31,
2020 (USD <span id="xdx_90A_ecustom--TotalCashDisbursement_iI_pp0p0_c20201231__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zgnJxU1HAeTg" title="Total cash disbursement">3,452,298</span>) and 2021 (USD <span id="xdx_902_ecustom--TotalCashDisbursement_iI_pp0p0_c20211231__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zlOnzmDJ16u2" title="Total cash disbursement">2,325,847</span>).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_888_eus-gaap--BusinessCombinationSegmentAllocationTableTextBlock_pn3n3_zEKmfht9b5a4" style="border-collapse: collapse; width: 90%" summary="xdx: Disclosure - Business Combinations - Schedule of Business Combination Goodwill (Details)">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">Goodwill calculation</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Consideration</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 70%; text-align: left">Fair value of the convertible loan</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98E_eus-gaap--Goodwill_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--FairValueOfTheConvertibleLoanMember_zB7rkFOIsVG8" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Goodwill">11,166</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="width: 2%; font-size: 10pt"> </td>
<td style="width: 1%; font-size: 10pt; text-align: left"> </td><td style="width: 11%; font-size: 10pt; text-align: right"> </td><td style="width: 1%; font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Payment of nominal value of arago shares</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Goodwill_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--PaymentOfNominalValueOfAragoSharesMember_znDeJpfpKgR3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Goodwill">165</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">NCI put option</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Goodwill_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--NciPutOptionMember_zSeITSZB5hzd" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Goodwill">10,922</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Total consideration paid</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--Goodwill_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--TotalConsiderationPaidMember_zyOh7bcQduq6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Goodwill">22,253</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Net assets acquired</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total net assets of arago group at acquisition</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Goodwill_iNI_di_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--TotalNetAssetsOfAragoGroupAtAcquisitionMember_zKxqkuJqrwB8" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Goodwill">(1,778</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Total net assets acquired</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--Goodwill_iNI_di_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--TotalNetAssetsAcquiredMember_z5QzXsEl6SC9" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Goodwill">(1,778</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; padding-bottom: 1pt"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Goodwill at acquisition</td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Goodwill_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--GoodwillAtAcquisitionMember_z1bnx3c4Zlae" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Goodwill">24,031</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The goodwill arising from the acquisition of arago
is USD <span id="xdx_906_eus-gaap--Goodwill_iI_pp0p0_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--GoodwillAtAcquisitionMember_zkxVse6RYCOl" title="Goodwill">24,031,436</span>. In line with ASC 830, the goodwill balance was recorded in Euros, the functional currency of the acquired business.
The Group does not apply pushdown accounting. Therefore, a goodwill of EUR <span id="xdx_90E_eus-gaap--Goodwill_iI_pp0p0_uEUR_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--GoodwillAtAcquisitionMember_zASpjIlGiDD6" title="Goodwill">19,799,052</span> (using the exchange rate at acquisition) was
recorded in the Group’s balance sheet and is translated using the closing rate at each reporting period. See Note 20.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The table below shows the reconciliation of the
total consideration for the acquisition of arago to the cash flows from the acquisition of a business, net of cash and cash equivalents
acquired disclosed in the Cash Flows from investing activities of the unaudited Consolidated Statements of Cash Flows.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_883_ecustom--ReconciliationOfTotalConsiderationToCashFlowStatementTableTextBlock_pn3n3_zOBqSi8qmZS3" style="border-collapse: collapse; width: 90%" summary="xdx: Disclosure - Business Combinations - Schedule of Reconciliation of Total Consideration to Cash Flow Statement (Details)">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">Reconciliation of the total consideration to the cash flow statement</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; width: 70%; text-align: left">Total consideration</td><td style="width: 2%; font-size: 10pt"> </td>
<td style="width: 1%; font-size: 10pt; text-align: left"> </td><td style="width: 11%; font-size: 10pt; text-align: right"> </td><td style="width: 1%; font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98A_ecustom--TotalConsideration_iNI_di_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_ztSMJXM11zCd" style="font: bold 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total consideration">(22,253</td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 1%; text-align: left">)</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Deduction of non-cash elements of the total consideration</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Fair value of the conversion option</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_ecustom--FairValueOfTheConversionOption_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zSgbCgHZ4cwa" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Fair value of the conversion option">5,553</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Fair value of the NCI put option</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_ecustom--FairValueOfTheNciPutOption_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_z4qDv84LaIm3" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Fair value of the NCI put option">10,922</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Total non-cash elements of the total consideration</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_ecustom--TotalNonCashElementsOfTheTotalConsideration_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zbckISh1ERq1" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total non-cash elements of the total consideration">16,475</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Deduction of cash paid in the year 2020</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_ecustom--DeductionOfCashPaidInTheYear2020_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zQyw5NbMLXPh" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Deduction of cash paid in the year 2020">3,452</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Deduction of cash and cash equivalent acquired</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_ecustom--DeductionOfCashandCashEquivalentsAcquired_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_z3Ntl7aERqj9" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Deduction of cash and cash equivalents acquired">313</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; padding-bottom: 1pt"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Cash flow from the acquisition of a business, net of cash and cash equivalents acquired</td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_ecustom--CashFlowFromTheAcquisitionOfBusiness_iNI_di_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zPcIduVhEUL7" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Cash flow from the acquisition of a business, net of cash and cash equivalents acquired">(2,013</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For the period started on the date of acquisition
of February 01, 2021 until the end of the reporting period on December 31, 2021, the revenue of arago recorded in the consolidated income
statement was USD <span id="xdx_90F_eus-gaap--Revenues_pn3n6_c20210201__20211231__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zYsifRogX3o" title="Revenues">4.6</span> million, and arago’s net loss was USD <span id="xdx_903_eus-gaap--NetIncomeLoss_iN_pn3n6_di_c20210201__20211231__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zTm3xamTJ8Qe" title="Net loss">7.1</span> million.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group has concluded that disclosure of comparative
financial statements required by ASC 805-10-50-h is impracticable. In line with ASC 250-10-45-9, retrospective application for
the comparative financial statements requires significant estimates of amounts, and it is impossible to distinguish objectively information
about those estimates that provides evidence of circumstances that existed on the date(s) at which those amounts would be recognized,
measured, or disclosed under retrospective application. It is also impossible for management to distinguish objectively information that
would have been available when the financial statements for that prior period were issued. We further note that there are no audited financial
statements for the arago Group for that period.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_894_eus-gaap--ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock_zwAOKY86PdUj" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The major classes of assets and liabilities acquired
by WISeKey at fair value on the date of acquisition are as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B7_zwOtuchnbWwc" style="display: none">Business Combinations - Schedule of Assets
and Liabilities Acquired</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 80%">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Consolidated Balance Sheet - arago group</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_494_20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_z53Y8I1zZEN6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">Opening balance</td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">As at February 1,</td></tr>
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">2021</td></tr>
<tr id="xdx_40C_eus-gaap--AssetsAbstract_iB_ziiE2Qnxl2Qa" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">ASSETS</td><td style="font-size: 10pt"> </td>
<td colspan="3" style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40C_eus-gaap--AssetsCurrentAbstract_iB_zb0kR20a5CGd" style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Current assets</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40D_eus-gaap--CashAndCashEquivalentsAtCarryingValue_i01I_pn3n3_maACzK0k_zF4DfEwUA5i4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 75%; text-align: left">Cash and cash equivalents</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 18%; text-align: right">243</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--RestrictedCashCurrent_i01I_pn3n3_maACzK0k_zMJ3zNRqVlfh" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Restricted cash, current</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">70</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--AccountsReceivableNetCurrent_i01I_pn3n3_maACzK0k_zdxLZ7pnSU25" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Accounts receivable, net of allowance for doubtful accounts</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">568</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40E_eus-gaap--NotesReceivableRelatedPartiesCurrent_i01I_pn3n3_d0_maACzK0k_z14s4xamBHIc" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Convertible note receivable from WISeKey</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1,808</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--PrepaidExpenseCurrent_i01I_pn3n3_maACzK0k_zvYDadZ1mBt7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Prepaid expenses</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">464</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40A_eus-gaap--OtherAssetsCurrent_i01I_pn3n3_maACzK0k_z2ZH0S0j9I4c" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other current assets</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">117</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40E_eus-gaap--AssetsCurrent_i01TI_pn3n3_mtACzK0k_maAzX3t_zoHOG7yDcaQ1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Total current assets</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">3,270</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40C_eus-gaap--AssetsNoncurrentAbstract_iB_zCVU2Omrphp2" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Noncurrent assets</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40A_eus-gaap--PropertyPlantAndEquipmentNet_i01I_pn3n3_maANzrpb_zdyujPjDGwqe" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Property, plant and equipment net of accumulated depreciation</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">37</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--IntangibleAssetsNetExcludingGoodwill_i01I_pn3n3_maANzrpb_zIaNlXtOghA6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Intangible assets, net of accumulated amortization</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">10,108</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--OperatingLeaseRightOfUseAsset_i01I_pn3n3_maANzrpb_zu6kvOYESCAi" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Operating lease right-of-use assets</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">78</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40F_eus-gaap--EquitySecuritiesFvNiCost_i01I_pn3n3_d0_maANzrpb_z5xivXmdplS1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Equity securities, at cost</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">55</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--GoodwillGross_i01I_pn3n3_maANzrpb_zOEou1zQkPQj" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Goodwill</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1674">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40A_eus-gaap--DeferredIncomeTaxAssetsNet_i01I_pn3n3_maANzrpb_z0s7UHQxK6Aa" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Deferred tax assets</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">8</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_404_eus-gaap--AssetsNoncurrent_i01TI_pn3n3_mtANzrpb_maAzX3t_zaatd3NtdRxj" style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total noncurrent assets</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">10,286</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40D_eus-gaap--Assets_i01TI_pn3n3_mtAzX3t_zncbGjsyl9Je" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">TOTAL ASSETS</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">13,556</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--LiabilitiesAbstract_iB_zm8hqAezBsj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">LIABILITIES</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--LiabilitiesCurrentAbstract_iB_zRAc3HxpzWQe" style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Current Liabilities</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40D_eus-gaap--AccountsPayableCurrent_i01I_pn3n3_maLCzARA_zW8mWFjLa38a" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Accounts payable</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1,288</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--NotesPayableCurrent_i01I_pn3n3_maLCzARA_zzORtXkDb5f7" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Notes payable</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3,712</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40E_eus-gaap--ConvertibleNotesPayableCurrent_i01I_pn3n3_maLCzARA_z0ciXcN1wtc6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Convertible loan with WISeKey</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1690">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40E_eus-gaap--DeferredRevenueCurrent_i01I_pn3n3_maLCzARA_znAnhCTY0hZf" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Deferred revenue</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">909</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--OperatingLeaseLiabilityCurrent_i01I_pn3n3_maLCzARA_zHCsAKcZv5t4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Current portion of obligations under operating lease liabilities</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">53</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--OtherLiabilitiesCurrent_i01I_pn3n3_maLCzARA_zLCSXnKxpUnl" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other current liabilities</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">1,816</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--LiabilitiesCurrent_i01TI_pn3n3_mtLCzARA_maLzMOH_z1R5g45Evof5" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Total current liabilities</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">7,778</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40A_eus-gaap--LiabilitiesNoncurrentAbstract_iB_zWAqjoh3DFNg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Noncurrent liabilities</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--OtherLongTermDebtNoncurrent_i01I_pn3n3_d0_maLNz1IW_zwWtDSs7l9H7" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Bonds, mortgages and other long-term debt</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">4,296</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--OperatingLeaseLiabilityNoncurrent_i01I_pn3n3_maLNz1IW_zI5Ouafvkw1d" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Operating lease liabilities, noncurrent</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">25</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--DeferredIncomeTaxLiabilitiesNet_i01I_pn3n3_maLNz1IW_ziAw8EdqX7Ae" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Deferred tax liabilities</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">3,235</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40E_eus-gaap--LiabilitiesNoncurrent_i01TI_pn3n3_mtLNz1IW_maLzMOH_zo4FYxCYZU3" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total noncurrent liabilities</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">7,556</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--Liabilities_i01TI_pn3n3_mtLzMOH_maLASEzhjK_z6TW9lY5Xs73" style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">TOTAL LIABILITIES</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">15,334</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; padding-bottom: 1pt"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet_i01I_pn3n3_zU9ia1DExLH9" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">TOTAL NET ASSETS</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">(1,778</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
</table>
243000700005680001808000464000117000327000037000101080007800055000800010286000135560001288000371200090900053000181600077780004296000250003235000755600015334000-1778000222530871116643216516013607250000005612985165160577814534522982325847<table cellpadding="0" cellspacing="0" id="xdx_888_eus-gaap--BusinessCombinationSegmentAllocationTableTextBlock_pn3n3_zEKmfht9b5a4" style="border-collapse: collapse; width: 90%" summary="xdx: Disclosure - Business Combinations - Schedule of Business Combination Goodwill (Details)">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">Goodwill calculation</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Consideration</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 70%; text-align: left">Fair value of the convertible loan</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98E_eus-gaap--Goodwill_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--FairValueOfTheConvertibleLoanMember_zB7rkFOIsVG8" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Goodwill">11,166</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="width: 2%; font-size: 10pt"> </td>
<td style="width: 1%; font-size: 10pt; text-align: left"> </td><td style="width: 11%; font-size: 10pt; text-align: right"> </td><td style="width: 1%; font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Payment of nominal value of arago shares</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Goodwill_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--PaymentOfNominalValueOfAragoSharesMember_znDeJpfpKgR3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Goodwill">165</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">NCI put option</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Goodwill_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--NciPutOptionMember_zSeITSZB5hzd" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Goodwill">10,922</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Total consideration paid</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--Goodwill_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--TotalConsiderationPaidMember_zyOh7bcQduq6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Goodwill">22,253</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Net assets acquired</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total net assets of arago group at acquisition</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Goodwill_iNI_di_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--TotalNetAssetsOfAragoGroupAtAcquisitionMember_zKxqkuJqrwB8" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Goodwill">(1,778</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Total net assets acquired</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--Goodwill_iNI_di_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--TotalNetAssetsAcquiredMember_z5QzXsEl6SC9" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Goodwill">(1,778</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; padding-bottom: 1pt"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Goodwill at acquisition</td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Goodwill_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--GoodwillAtAcquisitionMember_z1bnx3c4Zlae" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Goodwill">24,031</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>11166000165000109220002225300017780001778000240310002403143619799052<table cellpadding="0" cellspacing="0" id="xdx_883_ecustom--ReconciliationOfTotalConsiderationToCashFlowStatementTableTextBlock_pn3n3_zOBqSi8qmZS3" style="border-collapse: collapse; width: 90%" summary="xdx: Disclosure - Business Combinations - Schedule of Reconciliation of Total Consideration to Cash Flow Statement (Details)">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">Reconciliation of the total consideration to the cash flow statement</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; width: 70%; text-align: left">Total consideration</td><td style="width: 2%; font-size: 10pt"> </td>
<td style="width: 1%; font-size: 10pt; text-align: left"> </td><td style="width: 11%; font-size: 10pt; text-align: right"> </td><td style="width: 1%; font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98A_ecustom--TotalConsideration_iNI_di_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_ztSMJXM11zCd" style="font: bold 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total consideration">(22,253</td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 1%; text-align: left">)</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Deduction of non-cash elements of the total consideration</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Fair value of the conversion option</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_ecustom--FairValueOfTheConversionOption_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zSgbCgHZ4cwa" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Fair value of the conversion option">5,553</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Fair value of the NCI put option</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_ecustom--FairValueOfTheNciPutOption_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_z4qDv84LaIm3" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Fair value of the NCI put option">10,922</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Total non-cash elements of the total consideration</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_ecustom--TotalNonCashElementsOfTheTotalConsideration_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zbckISh1ERq1" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total non-cash elements of the total consideration">16,475</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Deduction of cash paid in the year 2020</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_ecustom--DeductionOfCashPaidInTheYear2020_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zQyw5NbMLXPh" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Deduction of cash paid in the year 2020">3,452</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Deduction of cash and cash equivalent acquired</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_ecustom--DeductionOfCashandCashEquivalentsAcquired_iI_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_z3Ntl7aERqj9" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Deduction of cash and cash equivalents acquired">313</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left; padding-bottom: 1pt"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Cash flow from the acquisition of a business, net of cash and cash equivalents acquired</td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_ecustom--CashFlowFromTheAcquisitionOfBusiness_iNI_di_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember_zPcIduVhEUL7" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Cash flow from the acquisition of a business, net of cash and cash equivalents acquired">(2,013</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
</table>2225300055530001092200016475000345200031300020130004600000-7100000<p id="xdx_80F_ecustom--DeferredTaxCreditsTextBlock_zOPIaUthkRxd" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 16.</span> <span id="xdx_82E_zlM9dlOrZU03">Deferred tax credits</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_899_ecustom--DeferredTaxCreditsTableTextBlock_zcxZC83ELEWg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Deferred tax credits consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B5_zThlzoMJ3sR3" style="display: none">Deferred Tax Credits - Schedule of
Deferred Tax Credits</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 95%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 63%; text-align: left"> </td>
<td id="xdx_492_20211231_zE8y3I0I3Igc" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 5%; text-align: right"> </td>
<td id="xdx_495_20201231_zxVqlwFGg0Jh" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr id="xdx_406_eus-gaap--DeferredTaxAssetsTaxCreditCarryforwardsResearch_iI_pn3n3_maCzjGL_zaxPCm1VKh9l" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred research & development tax credits</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">847 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,311 </span></td></tr>
<tr id="xdx_405_eus-gaap--DeferredTaxAssetsTaxCreditCarryforwardsOther_iI_pn3n3_maCzjGL_zDF27J14keFe" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred other tax credits</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1 </span></td></tr>
<tr id="xdx_403_eus-gaap--DeferredTaxAssetsTaxCreditCarryforwards_iTI_pn3n3_mtCzjGL_zVarex0xyQHl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total deferred tax credits</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>848 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1,312 </b></span></td></tr>
</table>
<p id="xdx_8A1_zJnuX52CCVZa" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">WISeKey Semiconductors SAS is eligible for research
tax credits provided by the French government (see Note 4 Summary of significant accounting policies). As at December 31, 2021 and 2020,
the receivable balances in respect of these research tax credits owed to the Group were respectively USD <span id="xdx_903_eus-gaap--DeferredTaxAssetsTaxCreditCarryforwardsResearch_iI_pp0p0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsSaSMember_zvqr7IN7HYZ8" title="Research tax credits">846,808</span> and USD <span id="xdx_90A_eus-gaap--DeferredTaxAssetsTaxCreditCarryforwardsResearch_iI_pp0p0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsSaSMember_zAqxB3l6MsEf" title="Research tax credits">1,310,685</span>.
The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event
occurs first.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_899_ecustom--DeferredTaxCreditsTableTextBlock_zcxZC83ELEWg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Deferred tax credits consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B5_zThlzoMJ3sR3" style="display: none">Deferred Tax Credits - Schedule of
Deferred Tax Credits</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 95%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 63%; text-align: left"> </td>
<td id="xdx_492_20211231_zE8y3I0I3Igc" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 5%; text-align: right"> </td>
<td id="xdx_495_20201231_zxVqlwFGg0Jh" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr id="xdx_406_eus-gaap--DeferredTaxAssetsTaxCreditCarryforwardsResearch_iI_pn3n3_maCzjGL_zaxPCm1VKh9l" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred research & development tax credits</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">847 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,311 </span></td></tr>
<tr id="xdx_405_eus-gaap--DeferredTaxAssetsTaxCreditCarryforwardsOther_iI_pn3n3_maCzjGL_zDF27J14keFe" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred other tax credits</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1 </span></td></tr>
<tr id="xdx_403_eus-gaap--DeferredTaxAssetsTaxCreditCarryforwards_iTI_pn3n3_mtCzjGL_zVarex0xyQHl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total deferred tax credits</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>848 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1,312 </b></span></td></tr>
</table>
84700013110001000100084800013120008468081310685<p id="xdx_80F_eus-gaap--PropertyPlantAndEquipmentDisclosureTextBlock_zl0xhgpYTlRa" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 17.</span> <span id="xdx_828_zPzwqBI6k627">Property, plant and equipment</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_89B_eus-gaap--PropertyPlantAndEquipmentTextBlock_zrStNY2jsInl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Property, plant and equipment, net consisted of
the following.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B9_zQJjr07DJi2e" style="display: none">Property, Plant and Equipment - Schedule
of Property, Plant and Equipment</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 95%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 63%; text-align: left"> </td>
<td style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 5%; text-align: right"> </td>
<td style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Machinery
& equipment <span id="xdx_910_eus-gaap--MachineryAndEquipmentMember_zlUwW2Q454nl" style="display: none">Machinery and Equipment</span></span></td>
<td id="xdx_98F_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember_zoS5bn2K7uBk" style="white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,940 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20201231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember_zl4xxDw07Y89" style="white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,925 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Office
equipment and furniture</span> <span id="xdx_919_eus-gaap--OfficeEquipmentMember_zafDCPYOE7Eh" style="display: none">Office Equipment and Furniture</span></td>
<td id="xdx_987_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_z04xBh2HGDTa" style="white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,239 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_985_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20201231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zwB36H0cLQjj" style="white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,900 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Computer
equipment and licences</span> <span id="xdx_915_eus-gaap--ComputerEquipmentMember_z84r2QiNqNbl" style="display: none">Computer Equipment and Licenses</span></td>
<td id="xdx_98F_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--ComputerEquipmentMember_zdH3k29AGCvk" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,208 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td id="xdx_980_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20201231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--ComputerEquipmentMember_zzFLsO6M0VR5" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,171 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total property, plant and equipment gross</span></td>
<td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20211231_z8q0rxXMH3Kf" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9,387 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td id="xdx_980_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20201231_zBTeQNEE5Mzg" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7,996 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Accumulated depreciation for:</i></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Machinery & equipment</span></td>
<td id="xdx_986_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember_zFRhHdwh9ig9" style="white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3,685)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_989_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20201231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember_zNOfRizLOw32" style="white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3,290)</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Office equipment and furniture</span></td>
<td id="xdx_983_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zYBtdlKTNWLj" style="white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,948)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_98B_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20201231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_ze0g6EyvN0j1" style="white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,573)</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Computer equipment and licences</span></td>
<td id="xdx_988_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--ComputerEquipmentMember_ziJgIvHhp2n5" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,167)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_98C_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20201231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--ComputerEquipmentMember_ztemU9kaIOh3" style="white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,133)</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total accumulated depreciation</span></td>
<td id="xdx_988_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20211231_zAsrpuNnkjnh" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(8,800)</span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td id="xdx_988_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20201231_zQpZWFNdpHuc" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,996)</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total property, plant and equipment, net</b></span></td>
<td id="xdx_98A_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20211231_zbbnwed9dwFj" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total property, plant and equipment from continuing operations, net"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>587 </b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td id="xdx_98A_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20201231_ziiif44ZR8k5" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total property, plant and equipment from continuing operations, net"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1,000 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Depreciation charge for the year ended December 31,</span></td>
<td id="xdx_982_eus-gaap--Depreciation_pn3n3_c20210101__20211231_zLbClneghQVa" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Depreciation charge from continuing operations for the year"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">513 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_987_eus-gaap--Depreciation_pn3n3_c20200101__20201231_z7tWDuF323vd" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Depreciation charge from continuing operations for the year"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">988 </span></td></tr>
</table>
<p id="xdx_8A7_z6JWzrf7I773" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The depreciation charge from continuing operations
for the year 2019 was USD <span id="xdx_902_eus-gaap--DepreciationDepletionAndAmortization_pp0p0_c20190101__20191231_zk6zWkmmEjmj" title="Depreciation charge from continuing operations for the year">821,466</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2021, WISeKey did not identify any events
or changes in circumstances indicating that the carrying amount of any asset may not be recoverable. As a result, WISeKey did not record
any impairment charge on Property, plant and equipment in the year 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The useful economic life of property plant and
equipment is as follow:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 5%"/><td style="width: 5%"><span style="font-family: Symbol">·</span></td><td style="text-align: left; width: 30%">Office equipment and furniture: </td>
<td style="text-align: justify; width: 60%"><span id="xdx_90D_eus-gaap--PropertyPlantAndEquipmentUsefulLife_pid_dtY_c20210101__20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember__srt--RangeAxis__srt--MinimumMember_zmIdLgPxatY9" title="Property, plant and equipment useful life">2</span> to <span id="xdx_90C_eus-gaap--PropertyPlantAndEquipmentUsefulLife_pid_dtY_c20210101__20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember__srt--RangeAxis__srt--MaximumMember_zH0Xbqa76nUj" title="Property, plant and equipment useful life">5</span> years</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 5%"/><td style="width: 5%"><span style="font-family: Symbol">·</span></td><td style="text-align: justify; width: 30%">Production masks </td>
<td style="text-align: justify; width: 60%"><span id="xdx_900_eus-gaap--PropertyPlantAndEquipmentUsefulLife_pid_dtY_c20210101__20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--ProductionMasksMember_zosd8Dhu5uy3" title="Property, plant and equipment useful life">5</span> years</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 5%"/><td style="width: 5%"><span style="font-family: Symbol">·</span></td><td style="text-align: justify; width: 30%">Production tools </td>
<td style="text-align: justify; width: 60%"><span id="xdx_90F_eus-gaap--PropertyPlantAndEquipmentUsefulLife_pid_dtY_c20210101__20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--ToolsDiesAndMoldsMember_z9D1hOFv4pXk" title="Property, plant and equipment useful life">3</span> years</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 5%"/><td style="width: 5%"><span style="font-family: Symbol">·</span></td><td style="text-align: justify; width: 30%">Licenses </td>
<td style="text-align: justify; width: 60%"><span id="xdx_906_eus-gaap--PropertyPlantAndEquipmentUsefulLife_pid_dtY_c20210101__20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--LicenseMember_zpd4EkTgiMVk" title="Property, plant and equipment useful life">3</span> years</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 5%"/><td style="width: 5%"><span style="font-family: Symbol">·</span></td><td style="text-align: justify; width: 30%">Software </td>
<td style="text-align: justify; width: 60%"><span id="xdx_90E_eus-gaap--PropertyPlantAndEquipmentUsefulLife_pid_dtY_c20210101__20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--SoftwareAndSoftwareDevelopmentCostsMember_zLkky6tV7rf6" title="Property, plant and equipment useful life">1</span> year</td></tr></table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<p style="margin-top: 0; margin-bottom: 0"/>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<p id="xdx_89B_eus-gaap--PropertyPlantAndEquipmentTextBlock_zrStNY2jsInl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Property, plant and equipment, net consisted of
the following.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B9_zQJjr07DJi2e" style="display: none">Property, Plant and Equipment - Schedule
of Property, Plant and Equipment</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 95%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 63%; text-align: left"> </td>
<td style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 5%; text-align: right"> </td>
<td style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Machinery
& equipment <span id="xdx_910_eus-gaap--MachineryAndEquipmentMember_zlUwW2Q454nl" style="display: none">Machinery and Equipment</span></span></td>
<td id="xdx_98F_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember_zoS5bn2K7uBk" style="white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,940 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20201231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember_zl4xxDw07Y89" style="white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,925 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Office
equipment and furniture</span> <span id="xdx_919_eus-gaap--OfficeEquipmentMember_zafDCPYOE7Eh" style="display: none">Office Equipment and Furniture</span></td>
<td id="xdx_987_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_z04xBh2HGDTa" style="white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,239 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_985_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20201231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zwB36H0cLQjj" style="white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,900 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Computer
equipment and licences</span> <span id="xdx_915_eus-gaap--ComputerEquipmentMember_z84r2QiNqNbl" style="display: none">Computer Equipment and Licenses</span></td>
<td id="xdx_98F_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--ComputerEquipmentMember_zdH3k29AGCvk" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,208 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td id="xdx_980_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20201231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--ComputerEquipmentMember_zzFLsO6M0VR5" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,171 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total property, plant and equipment gross</span></td>
<td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20211231_z8q0rxXMH3Kf" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9,387 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td id="xdx_980_eus-gaap--PropertyPlantAndEquipmentGross_iI_pn3n3_c20201231_zBTeQNEE5Mzg" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Property, plant and equipment, gross"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7,996 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Accumulated depreciation for:</i></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Machinery & equipment</span></td>
<td id="xdx_986_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember_zFRhHdwh9ig9" style="white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3,685)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_989_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20201231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--MachineryAndEquipmentMember_zNOfRizLOw32" style="white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3,290)</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Office equipment and furniture</span></td>
<td id="xdx_983_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_zYBtdlKTNWLj" style="white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,948)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_98B_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20201231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--OfficeEquipmentMember_ze0g6EyvN0j1" style="white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,573)</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Computer equipment and licences</span></td>
<td id="xdx_988_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20211231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--ComputerEquipmentMember_ziJgIvHhp2n5" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,167)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_98C_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20201231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--ComputerEquipmentMember_ztemU9kaIOh3" style="white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,133)</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total accumulated depreciation</span></td>
<td id="xdx_988_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20211231_zAsrpuNnkjnh" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(8,800)</span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td id="xdx_988_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_pn3n3_di_c20201231_zQpZWFNdpHuc" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,996)</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total property, plant and equipment, net</b></span></td>
<td id="xdx_98A_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20211231_zbbnwed9dwFj" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total property, plant and equipment from continuing operations, net"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>587 </b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td id="xdx_98A_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20201231_ziiif44ZR8k5" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total property, plant and equipment from continuing operations, net"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1,000 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Depreciation charge for the year ended December 31,</span></td>
<td id="xdx_982_eus-gaap--Depreciation_pn3n3_c20210101__20211231_zLbClneghQVa" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Depreciation charge from continuing operations for the year"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">513 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_987_eus-gaap--Depreciation_pn3n3_c20200101__20201231_z7tWDuF323vd" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Depreciation charge from continuing operations for the year"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">988 </span></td></tr>
</table>
39400003925000323900029000002208000117100093870007996000368500032900002948000257300021670001133000880000069960005870001000000513000988000821466P2YP5YP5YP3YP3YP1Y<p id="xdx_807_eus-gaap--IntangibleAssetsDisclosureTextBlock_zL5OOSFwk6d" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 18.</span> <span id="xdx_829_zjdqYCAHhZtk">Intangible assets</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_89D_eus-gaap--ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock_zmL62Vv3X3n7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Intangible assets and future amortization expenses
consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BE_zjeBOXXzEiKh" style="display: none">Intangible Assets - Schedule of Finite-Lived
Intangible Assets</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 63%; text-align: left"> </td>
<td id="xdx_496_20211231_ztf2I4vqEabb" style="white-space: nowrap; width: 15%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 7%; text-align: right"> </td>
<td id="xdx_494_20201231_zPvLWhny4HD4" style="white-space: nowrap; width: 15%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Intangible assets not subject to amortization:</i></span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td></tr>
<tr id="xdx_40E_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_d0_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TrademarksNotSubjectToAmortizationMember_zwPgYHzxsKAb" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Trademarks</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,190 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right">—</td></tr>
<tr id="xdx_405_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_d0_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--CryptocurrenciesNotSubjectToAmortizationMember_zm9beDCq4cN9" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Cryptocurrencies</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Intangible assets subject to amortization:</i></span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td></tr>
<tr id="xdx_404_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_z13l9pR308Ia" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Trademarks</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">137 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">142 </span></td></tr>
<tr id="xdx_40C_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--PatentsMember_zvSJEGDoros4" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Patents</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,281 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,281 </span></td></tr>
<tr id="xdx_40E_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--LicensingAgreementsMember_zrRM9cWcdcai" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">License agreements</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11,326 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11,626 </span></td></tr>
<tr id="xdx_40D_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zRUR7d8BWqU7" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other intangibles</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">13,814 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,641 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total intangible assets gross</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,848 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">20,690 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Accumulated amortization for:</i></span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Trademarks <span id="xdx_91F_eus-gaap--TrademarksMember_zYr3tI02lvvl" style="display: none">Trademarks</span></span></td>
<td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_z6Yg3eNzEla6" style="white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(137)</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_984_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20201231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_zpjTl186CW36" style="white-space: nowrap; text-align: right" title="Accumulated amoritzation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(142)</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Patents</span> <span id="xdx_91F_eus-gaap--PatentsMember_zXdf4RfhBG07" style="display: none">Patents</span></td>
<td id="xdx_982_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--PatentsMember_zOh9UWQrCOg5" style="white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,281)</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20201231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--PatentsMember_zkZvwHf41mJj" style="white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,281)</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">License
agreements <span id="xdx_914_eus-gaap--LicensingAgreementsMember_zP2DLxDdcXJ5" style="display: none">License Agreements</span></span></td>
<td id="xdx_988_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--LicensingAgreementsMember_zLzEzDzqqfz8" style="white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(11,321)</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_983_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20201231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--LicensingAgreementsMember_zVKQNtPFbM09" style="white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(11,617)</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other
intangibles</span> <span id="xdx_919_eus-gaap--OtherIntangibleAssetsMember_z6vWCDj4hgWi" style="display: none">Other Intangibles</span></td>
<td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zag12uqVbR81" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,923)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20201231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zL2aMURpzpW2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,641)</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total accumulated amortization</span></td>
<td id="xdx_988_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20211231_zB51EzkYD4kg" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(20,662)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_98D_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20201231_zQl07kl3Dr1f" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(20,681)</span></td></tr>
<tr id="xdx_404_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_d0_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TotalIntangibleAssetsSubjectToAmortizationNetMember_zrgeY1hRY3H2" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total intangible assets subject to amortization, net</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,896 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total intangible assets, net</b></span></td>
<td id="xdx_98D_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20211231_zyYfdUUOq7Sh" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total intangible assets, net"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>9,186 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td id="xdx_98E_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20201231_z0Af61FRJX5a" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total intangible assets, net"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>9 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization charge for the year to December 31,</span></td>
<td id="xdx_986_eus-gaap--AmortizationOfIntangibleAssets_pn3n3_c20210101__20211231_zjdQ9NHWDZQ8" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Amortization charge for the year to December 31,"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">481 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_98A_eus-gaap--AmortizationOfIntangibleAssets_pn3n3_c20200101__20201231_zSsqW0yBdeDd" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Amortization charge for the year to December 31,"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">604 </span></td></tr>
</table>
<p id="xdx_8AD_zjIYplVG7vui" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The amortization charge from continuing operations
for the year 2019 was USD <span id="xdx_905_eus-gaap--AmortizationOfDeferredCharges_pp0p0_c20190101__20191231_zQVGiIy4BNe2" title="Amortization charge from continuing operations for the year">534,155</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Trademarks not subject to amortization are made
up of a balance of USD <span id="xdx_90B_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pp0p0_uUSD_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TrademarksNotSubjectToAmortizationMember_zcg3X8lw6DOc" title="Trademarks">2,189,508</span> for the trademark acquired with arago on February 01, 2021. The trademark was valued using
the relief-from-royalty approach at acquisition and determined to have an indefinite useful life. In line with ASC 830, the trademark
balance was recorded in Euros, the functional currency of the acquired business. The Group does not apply pushdown accounting. Therefore,
a trademark balance of EUR <span id="xdx_90F_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pp0p0_uEUR_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TrademarksNotSubjectToAmortizationMember_zvD9hMxxBBle" title="Trademarks">1,924,587</span> (using the exchange rate at acquisition) was recorded in the Group’s balance sheet and
is translated using the closing rate at each reporting period.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Other intangibles include a balance of USD <span id="xdx_90B_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pp0p0_uUSD_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TechnologyAcquiredMember_zNOWt7HIqH2k" title="Technology acquired">7,284,614</span>
for the technology acquired with arago on February 01, 2021. The technology was valued using the relief-from-royalty approach at acquisition.
In line with ASC 830, the other intangibles relating to technology balance was recorded in Euros, the functional currency of the acquired
business. The Group does not apply pushdown accounting. Therefore, another intangibles balance of EUR <span id="xdx_905_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pp0p0_uEUR_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TechnologyAcquiredMember_zXTJvOkCV8Ci" title="Technology acquired">6,403,206</span> (using the exchange
rate at acquisition) was recorded in the Group’s balance sheet and is translated using the closing rate at each reporting period.
The balance is amortized over the estimated remaining useful life of <span id="xdx_90C_eus-gaap--FiniteLivedIntangibleAssetsRemainingAmortizationPeriod1_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TechnologyAcquiredMember_z4QON6w80jhc" title="Remaining amortization period">17</span> years. An amortization charge of EUR <span id="xdx_907_eus-gaap--AmortizationOfIntangibleAssets_pp0p0_uEUR_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TechnologyAcquiredMember_zwVs64IVDkql" title="Amortization expense">345,300</span> (USD <span id="xdx_90A_eus-gaap--AmortizationOfIntangibleAssets_pp0p0_uUSD_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TechnologyAcquiredMember_zWRzrCDegrtk" title="Amortization expense">408,615</span>
at average rate) was recorded for the year ended December 31, 2021, and the carrying amount for the technology acquired with arago was
EUR <span id="xdx_90B_eus-gaap--IntangibleAssetsNetIncludingGoodwill_iI_pp0p0_uEUR_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TechnologyAcquiredMember_zx9eEP9s7Fyj" title="Carrying amount of technology acquired">6,057,906</span> (USD <span id="xdx_903_eus-gaap--IntangibleAssetsNetIncludingGoodwill_iI_pp0p0_uUSD_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TechnologyAcquiredMember_zaZmDcxHzaqf" title="Carrying amount of technology acquired">6,891,783</span> at closing rate). Foreign exchange differences arising from these translations are recorded in
other comprehensive income in line with ASC 830.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The useful economic life of intangible assets
is as follow:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 5%"/><td style="width: 5%"><span style="font-family: Symbol">·</span></td><td style="text-align: justify; width: 30%">Trademarks: </td>
<td style="text-align: justify; width: 60%"><span id="xdx_901_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember__srt--RangeAxis__srt--MinimumMember_zu8aAixk7yA3" title="Intangible asset useful life">5</span> to <span id="xdx_90E_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember__srt--RangeAxis__srt--MaximumMember_zVLi7dBs3MHc" title="Intangible asset useful life">10</span> years</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 5%"/><td style="width: 5%"><span style="font-family: Symbol">·</span></td><td style="text-align: justify; width: 30%">Patents: </td>
<td style="text-align: justify; width: 60%"><span id="xdx_909_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--PatentsMember__srt--RangeAxis__srt--MinimumMember_zm0Ex0CkD0n5" title="Intangible asset useful life">5</span> to <span id="xdx_909_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--PatentsMember__srt--RangeAxis__srt--MaximumMember_zOeGryWvF0Ol" title="Intangible asset useful life">10</span> years</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 5%"/><td style="width: 5%"><span style="font-family: Symbol">·</span></td><td style="text-align: justify; width: 30%">License agreements: </td>
<td style="text-align: justify; width: 60%"><span id="xdx_900_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--LicensingAgreementsMember__srt--RangeAxis__srt--MinimumMember_zUKvPDlIhAFc" title="Intangible asset useful life">3</span> to <span id="xdx_90F_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--LicensingAgreementsMember__srt--RangeAxis__srt--MaximumMember_z5DqfWfRkTy9" title="Intangible asset useful life">5</span> years</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 5%"/><td style="width: 5%"><span style="font-family: Symbol">·</span></td><td style="text-align: justify; width: 30%">Other intangibles: </td>
<td style="text-align: justify; width: 60%"><span id="xdx_907_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember__srt--RangeAxis__srt--MinimumMember_zD0beSHji3n3" title="Intangible asset useful life">5</span> to <span id="xdx_90F_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_dtY_c20210101__20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember__srt--RangeAxis__srt--MaximumMember_zbAueOIbRUQ2" title="Intangible asset useful life">17</span> years</td></tr></table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<p style="margin-top: 0; margin-bottom: 0"/>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<p id="xdx_89B_eus-gaap--ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock_z9MCX1jHdF6j" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Future amortization charges are detailed below:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BF_ziuMuhhV6oKh" style="display: none">Intangible Assets - Schedule of Intangible
Asset Future Amortization Expense</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 80%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 79%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Future estimated aggregate amortization expense</b></span></td>
<td id="xdx_49F_20211231_zOIVDcgaSTZ8" style="white-space: nowrap; width: 21%; text-align: center"> </td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Year</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td></tr>
<tr id="xdx_400_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths_iI_pn3n3_maFLIANzHtY_z654fDB96sXd" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 433 </span></td></tr>
<tr id="xdx_40A_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo_iI_pn3n3_maFLIANzHtY_zbF1KrOOMLn5" style="vertical-align: bottom; background-color: White">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 430 </span></td></tr>
<tr id="xdx_40C_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearThree_iI_pn3n3_maFLIANzHtY_zxNBEvy7rYRh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2024</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 429 </span></td></tr>
<tr id="xdx_406_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearFour_iI_pn3n3_maFLIANzHtY_z7sK3XDHdd7" style="vertical-align: bottom; background-color: White">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2025</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 429 </span></td></tr>
<tr id="xdx_40A_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearFive_iI_pn3n3_maFLIANzHtY_zLpvW2AO9ky1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2026</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 429 </span></td></tr>
<tr id="xdx_404_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive_iI_pn3n3_maFLIANzHtY_znWCy6J3CrRl" style="vertical-align: bottom; background-color: White">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2027 and beyond</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 4,746 </span></td></tr>
<tr id="xdx_404_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_d0_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TotalIntangibleAssetsSubjectToAmortizationNetMember_z8KreuJYug18" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total intangible assets subject to amortization, net</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 6,896 </b></span></td></tr>
</table>
<p id="xdx_8A6_zL8fYPVPEK87" style="margin-top: 0; margin-bottom: 0"> </p>
<p id="xdx_89D_eus-gaap--ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock_zmL62Vv3X3n7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Intangible assets and future amortization expenses
consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BE_zjeBOXXzEiKh" style="display: none">Intangible Assets - Schedule of Finite-Lived
Intangible Assets</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 63%; text-align: left"> </td>
<td id="xdx_496_20211231_ztf2I4vqEabb" style="white-space: nowrap; width: 15%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 7%; text-align: right"> </td>
<td id="xdx_494_20201231_zPvLWhny4HD4" style="white-space: nowrap; width: 15%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Intangible assets not subject to amortization:</i></span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td></tr>
<tr id="xdx_40E_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_d0_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TrademarksNotSubjectToAmortizationMember_zwPgYHzxsKAb" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Trademarks</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,190 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right">—</td></tr>
<tr id="xdx_405_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_d0_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--CryptocurrenciesNotSubjectToAmortizationMember_zm9beDCq4cN9" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Cryptocurrencies</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Intangible assets subject to amortization:</i></span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td></tr>
<tr id="xdx_404_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_z13l9pR308Ia" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Trademarks</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">137 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">142 </span></td></tr>
<tr id="xdx_40C_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--PatentsMember_zvSJEGDoros4" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Patents</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,281 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,281 </span></td></tr>
<tr id="xdx_40E_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--LicensingAgreementsMember_zrRM9cWcdcai" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">License agreements</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11,326 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11,626 </span></td></tr>
<tr id="xdx_40D_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zRUR7d8BWqU7" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other intangibles</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">13,814 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,641 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total intangible assets gross</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29,848 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">20,690 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Accumulated amortization for:</i></span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Trademarks <span id="xdx_91F_eus-gaap--TrademarksMember_zYr3tI02lvvl" style="display: none">Trademarks</span></span></td>
<td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_z6Yg3eNzEla6" style="white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(137)</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_984_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20201231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_zpjTl186CW36" style="white-space: nowrap; text-align: right" title="Accumulated amoritzation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(142)</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Patents</span> <span id="xdx_91F_eus-gaap--PatentsMember_zXdf4RfhBG07" style="display: none">Patents</span></td>
<td id="xdx_982_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--PatentsMember_zOh9UWQrCOg5" style="white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,281)</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20201231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--PatentsMember_zkZvwHf41mJj" style="white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,281)</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">License
agreements <span id="xdx_914_eus-gaap--LicensingAgreementsMember_zP2DLxDdcXJ5" style="display: none">License Agreements</span></span></td>
<td id="xdx_988_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--LicensingAgreementsMember_zLzEzDzqqfz8" style="white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(11,321)</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_983_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20201231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--LicensingAgreementsMember_zVKQNtPFbM09" style="white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(11,617)</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other
intangibles</span> <span id="xdx_919_eus-gaap--OtherIntangibleAssetsMember_z6vWCDj4hgWi" style="display: none">Other Intangibles</span></td>
<td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20211231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zag12uqVbR81" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,923)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20201231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--OtherIntangibleAssetsMember_zL2aMURpzpW2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6,641)</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total accumulated amortization</span></td>
<td id="xdx_988_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20211231_zB51EzkYD4kg" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(20,662)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_98D_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_iNI_pn3n3_di_c20201231_zQl07kl3Dr1f" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Accumulated amortization"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(20,681)</span></td></tr>
<tr id="xdx_404_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_d0_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TotalIntangibleAssetsSubjectToAmortizationNetMember_zrgeY1hRY3H2" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total intangible assets subject to amortization, net</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,896 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total intangible assets, net</b></span></td>
<td id="xdx_98D_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20211231_zyYfdUUOq7Sh" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total intangible assets, net"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>9,186 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td id="xdx_98E_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_pn3n3_c20201231_z0Af61FRJX5a" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total intangible assets, net"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>9 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization charge for the year to December 31,</span></td>
<td id="xdx_986_eus-gaap--AmortizationOfIntangibleAssets_pn3n3_c20210101__20211231_zjdQ9NHWDZQ8" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Amortization charge for the year to December 31,"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">481 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_98A_eus-gaap--AmortizationOfIntangibleAssets_pn3n3_c20200101__20201231_zSsqW0yBdeDd" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Amortization charge for the year to December 31,"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">604 </span></td></tr>
</table>
21900000100000013700014200022810002281000113260001162600013814000664100013700014200022810002281000113210001161700069230006641000206620002068100068960009000918600090004810006040005341552189508192458772846146403206P17Y34530040861560579066891783P5YP10YP5YP10YP3YP5YP5YP17Y<p id="xdx_89B_eus-gaap--ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock_z9MCX1jHdF6j" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Future amortization charges are detailed below:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BF_ziuMuhhV6oKh" style="display: none">Intangible Assets - Schedule of Intangible
Asset Future Amortization Expense</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 80%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 79%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Future estimated aggregate amortization expense</b></span></td>
<td id="xdx_49F_20211231_zOIVDcgaSTZ8" style="white-space: nowrap; width: 21%; text-align: center"> </td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Year</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td></tr>
<tr id="xdx_400_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths_iI_pn3n3_maFLIANzHtY_z654fDB96sXd" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 433 </span></td></tr>
<tr id="xdx_40A_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo_iI_pn3n3_maFLIANzHtY_zbF1KrOOMLn5" style="vertical-align: bottom; background-color: White">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 430 </span></td></tr>
<tr id="xdx_40C_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearThree_iI_pn3n3_maFLIANzHtY_zxNBEvy7rYRh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2024</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 429 </span></td></tr>
<tr id="xdx_406_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearFour_iI_pn3n3_maFLIANzHtY_z7sK3XDHdd7" style="vertical-align: bottom; background-color: White">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2025</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 429 </span></td></tr>
<tr id="xdx_40A_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearFive_iI_pn3n3_maFLIANzHtY_zLpvW2AO9ky1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2026</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 429 </span></td></tr>
<tr id="xdx_404_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive_iI_pn3n3_maFLIANzHtY_znWCy6J3CrRl" style="vertical-align: bottom; background-color: White">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2027 and beyond</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 4,746 </span></td></tr>
<tr id="xdx_404_eus-gaap--FiniteLivedIntangibleAssetsGross_iI_pn3n3_d0_hus-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--TotalIntangibleAssetsSubjectToAmortizationNetMember_z8KreuJYug18" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total intangible assets subject to amortization, net</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 6,896 </b></span></td></tr>
</table>
43300043000042900042900042900047460006896000<p id="xdx_805_eus-gaap--LeasesOfLesseeDisclosureTextBlock_z3zOZnaTa2G6" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 19.</span> <span id="xdx_82A_zrSsxkYUOKdl">Leases</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">WISeKey has historically entered into a number
of lease arrangements under which it is the lessee. As at December 31, 2021, WISeKey holds <span id="xdx_900_ecustom--LeaseForItEquipment_iI_dc_c20211231_zsfnWe9GXAS4" title="Number of finance leases for IT equipment">one</span> finance lease for IT equipment in our datacenter,
<span id="xdx_90C_ecustom--NumberOfOperatingLeases_iI_pid_dc_c20201231_z92m1LGXUoZh" title="Number of operating leases">sixteen</span> operating leases, and <span id="xdx_90B_ecustom--NumberOfShortTermLeases_iI_pid_dc_c20211231_z4MaO2LjuTE8" title="Number of short-term leases">one</span> short-term leases. The short-term leases and operating leases relate to premises. We do not sublease.
All of our operating leases include multiple optional renewal periods which are not reasonably certain to be exercised. The finance lease
contains an option to purchase the assets at the end of the lease which we have assumed will be exercised and so has been included in
the calculation of the right of use asset and lease liability.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We have elected the short-term lease practical
expedient related to leases of various premises and equipment. We have elected the practical expedients related to lease classification
of leases that commenced before the effective date of ASC 842.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_894_eus-gaap--LeaseCostTableTextBlock_zwmMMK80SAne" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the years 2021, 2020, and 2019 we recognized
rent expenses associated with our leases as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BC_z7mfzotiffTb" style="display: none">Leases - Schedule of Lease Costs</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_490_20210101__20211231_zUrqLd8nJP9e" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">12 months ended December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49F_20200101__20201231_zy1WTCCu7j59" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">12 months ended December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_496_20190101__20191231_z6NrIkjATyw7" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr id="xdx_406_ecustom--FinanceLeaseCostsAbstract_iB_zq8eAJ5QfC96" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: italic 10pt Times New Roman, Times, Serif; text-align: left">Finance lease cost:</td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--FinanceLeaseRightOfUseAssetAmortization_i01_pn3n3_zw8SLmvJbkm9" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 55%; text-align: left">Amortization of right-of-use assets</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">68</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">66</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">31</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--FinanceLeaseInterestExpense_i01_pn3n3_zvPfDgir1p23" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">Interest on lease liabilities</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">7</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">12</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">8</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_407_ecustom--OperatingLeaseCostAbstract_iB_z2lnRFSddUOa" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: italic 10pt Times New Roman, Times, Serif; text-align: left">Operating lease cost:</td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--OperatingLeasesRentExpenseNet_i01_pn3n3_z9E2QhUduvP6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">Fixed rent expense</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">1,079</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">602</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">567</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--ShortTermLeaseCost_i01_pn3n3_z9mzM7ZQxLpi" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Short-term lease cost</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">7</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">22</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">63</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--LeaseCost_i01_pn3n3_zWrjWkX5UE59" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Net lease cost</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">1,161</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">702</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">669</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Lease cost - Cost of sales <span id="xdx_916_eus-gaap--CostOfSalesMember_ztZvkfTcfYK4" style="display: none">Cost of Sales</span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--LeaseCost_pn3n3_d0_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__us-gaap--CostOfSalesMember_zNoXGVgAHaZk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Lease cost">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--LeaseCost_pn3n3_d0_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__us-gaap--CostOfSalesMember_zlMdryvi7vY3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Lease cost">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--LeaseCost_pn3n3_d0_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__us-gaap--CostOfSalesMember_z9U0UcVjqMCl" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Lease cost">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Lease
cost - General & administrative expenses <span id="xdx_917_eus-gaap--GeneralAndAdministrativeExpenseMember_zgvAbuCZlWOc" style="display: none">General & Administrative Expenses</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--LeaseCost_pn3n3_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_zaTk3g7GL5nd" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Lease cost">1,161</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--LeaseCost_pn3n3_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_zMEq6jlFXASc" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Lease cost">702</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--LeaseCost_pn3n3_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_z94jgc9EtMki" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Lease cost">669</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40D_eus-gaap--LeaseCost_i01_pn3n3_zf0I963M1Z7l" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Net lease cost</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">1,161</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">702</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">669</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8AC_znUgepNAf8wl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_897_eus-gaap--OperatingLeasesOfLesseeDisclosureTextBlock_z2znLTtrGRe8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the years 2021 and 2020, we had the following
cash and non-cash activities associated with our leases:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B6_zVva6jEJ1vtl" style="display: none">Leases - Schedule of Cash and Non-Cash
Activities Associated with Leases</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49F_20210101__20211231_zS1gOTSO0Wq5" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_499_20200101__20201231_zhelwPaKBhlg" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40C_ecustom--CashPaidForAmountsIncludedInMeasurementOfLeaseLiabilitiesAbstract_iB_zvbKATski6Ji" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: italic bold 10pt Times New Roman, Times, Serif; text-align: left">Cash paid for amounts included in the measurement of lease liabilities:</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40B_ecustom--FinanceLeasePaymentsUse_i01_pn3n3_z1XAwiDYqWLf" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-align: left">Operating cash flows from finance leases</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">114</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">106</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--OperatingLeasePaymentsUse_i01_pn3n3_z2XlUM42cN1j" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Operating cash flows from operating leases</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">964</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">632</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--FinanceLeaseInterestExpense_i01_pn3n3_z1GwwyZmvKAe" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Financing cash flows from finance leases</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">7</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">12</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_404_eus-gaap--NoncashInvestingAndFinancingItemsAbstract_zHmbeR28tIr4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: italic bold 10pt Times New Roman, Times, Serif; text-align: left">Non-cash investing and financing activities:</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--LeaseCost_i01_pn3n3_zIKfJkSQ4Vz1" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Net lease cost</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1,161</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">702</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_407_ecustom--AdditionsToRouAssetsObtainedFromAbstract_iB_zbrNF7dnIth2" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left">Additions to ROU assets obtained from:</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--RightOfUseAssetObtainedInExchangeForFinanceLeaseLiability_i01_pn3n3_d0_zy5T5GcameDk" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">New finance lease liabilities</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability_i01_pn3n3_zeQIZ54i6NZf" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">New operating lease liabilities</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">2,375</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">544</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8A4_zn8TIC8XdMR2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89C_eus-gaap--LesseeOperatingLeaseLiabilityMaturityTableTextBlock_zg3owV7ZgLnl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, future minimum annual
lease payments were as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BC_zFENvqKzuxIb" style="display: none">Leases - Schedule of Future Minimum
Lease Payments</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">Year</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">Operating</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">Short-term</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">Finance</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">Total</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 40%; text-align: left">2022</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_982_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths_iI_pn3n3_c20211231_zIFREIMIDWnc" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating - 2022">1,038</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_988_ecustom--ShortTermLeasePaymentsDueNextTwelveMonths_iI_pn3n3_c20211231_zGw9lyPnzUW5" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Short-term - 2022">2</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_982_eus-gaap--FinanceLeaseLiabilityPaymentsDueNextTwelveMonths_iI_pn3n3_c20211231_z0r4IkUWUKGa" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Finance - 2022">61</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_984_ecustom--LeaseLiabilityPaymentsDueNextTwelveMonths_iI_pn3n3_c20211231_zQQIfImxjj15" style="font: bold 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total lease payments - 2022">1,101</td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">2023</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearTwo_iI_pn3n3_c20211231_z8fnH8LKUND6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - 2023">972</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_ecustom--ShortTermLeasePaymentsDueYearTwo_iI_pn3n3_d0_c20211231_zfZNhqCXYi9d" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - 2023">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--FinanceLeaseLiabilityPaymentsDueYearTwo_iI_pn3n3_d0_c20211231_zie6ZUf8ln33" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - 2023">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_ecustom--LeaseLiabilityPaymentsDueYearTwo_iI_pn3n3_c20211231_z7E9NwE69RHa" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total lease payments - 2023">973</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">2024</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearThree_iI_pn3n3_c20211231_zRSu2hHjUhoj" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - 2024">657</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_ecustom--ShortTermLeasePaymentsDueYearThree_iI_pn3n3_d0_c20211231_zGVBTL2A72E2" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - 2024">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_ecustom--LeaseLiabilityPaymentsDueYearThree_iI_pn3n3_c20211231_zF20Qx9xnEm4" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total lease payments - 2024">657</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">2025</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearFour_iI_pn3n3_c20211231_z754PqQMUfql" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - 2025">592</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_ecustom--ShortTermLeasePaymentsDueYearFour_iI_pn3n3_d0_c20211231_z1qlqw7Wuz8l" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - 2025">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--FinanceLeaseLiabilityPaymentsDueYearFour_iI_pn3n3_d0_c20211231_z0E2QxuvCngi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - 2025">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_ecustom--LeaseLiabilityPaymentsDueYearFour_iI_pn3n3_c20211231_zA4vDB7XKXgc" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total lease payments - 2025">592</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">2026 and beyond</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearFive_iI_pn3n3_c20211231_zcHIyfP6lmV" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - 2026 and beyond">1,016</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_ecustom--ShortTermLeasePaymentsDueYearFiveAndBeyond_iI_pn3n3_d0_c20211231_zmUlMT2um1xd" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - 2026 and beyond">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--FinanceLeaseLiabilityPaymentsDueYearFive_iI_pn3n3_d0_c20211231_zaI1hIAQMl16" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - 2026 and beyond">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_ecustom--LeaseLiabilityPaymentsDueYearFiveAndBeyond_iI_pn3n3_c20211231_zYmYsRZT4Q8g" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total lease payments - 2026 and beyond">1,016</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total future minimum operating and short-term lease payments</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDue_iI_pn3n3_c20211231_z21E5SJY2HIg" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - Total future minimum operating lease payments">4,275</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_ecustom--ShortTermLeasePaymentsDue_iI_pn3n3_c20211231_zVQuOHIyaN99" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - Total future minimum short-term lease payments">3</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--FinanceLeaseLiabilityPaymentsDue_iI_pn3n3_c20201231_zhEyBbT2F6a6" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - Total future minimum finance lease payments">61</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_ecustom--LeaseLiabilityPaymentsDue_iI_pn3n3_c20211231_zvd6ElZoMXjb" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total Lease Payments - Total future minimum lease payments">4,339</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Less effects of discounting</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--LesseeOperatingLeaseLiabilityUndiscountedExcessAmount_iNI_pn3n3_di_c20211231_zwaNXgRccRgk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - Less effects of discounts">(447</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_ecustom--ShortTermLeasePaymentsUndiscountedExcessAmount_iI_pn3n3_d0_c20211231_zdColJvkxuek" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - Less effects of discounting">—</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--FinanceLeaseLiabilityUndiscountedExcessAmount_iNI_pn3n3_di_c20211231_zfKMirnt2D83" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - Less effects of discounting">(6</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_ecustom--LeaseLiabilityUndiscountedExcessAmount_iNI_pn3n3_di_c20211231_zbFhH4vKQcre" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total Lease Payments - Less effects of discounting">(453</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Less effects of practical expedient</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_ecustom--LesseeOperatingLeaseLiabilityEffectsOfPracticalExpedient_iI_pn3n3_d0_c20211231_zROQochiE4F7" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - Less effects of practical expedient">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_ecustom--ShortTermLeasePaymentsEffectsOfPracticalExpedient_iI_pn3n3_d0_c20211231_zriQFXEuFeW4" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - Less effects of practical expedient">(3</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_ecustom--FinanceLeaseLiabilityEffectsOfPracticalExpedient_iI_pn3n3_d0_c20211231_z68FJM39mv04" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - Less effects of practical expedient">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_ecustom--LeaseLiabilityEffectsOfPracticalExpedient_iI_pn3n3_c20211231_zhXepVRrMpg9" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total Lease Payments - Less effects of practical expedient">(3</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Lease liabilities recognized</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLeaseLiability_iI_pn3n3_c20211231__us-gaap--BalanceSheetLocationAxis__us-gaap--OtherLiabilitiesMember_zO86BzyIZD45" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - Lease liabilities recognized">3,828</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_ecustom--ShortTermLeaseLiability_iI_pn3n3_d0_c20211231_z3c6LgEDUKk2" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - Lease liabilities recognized">—</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--FinanceLeaseLiability_iI_pn3n3_c20211231_zxatY5Ar88b9" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - Lease liabilities recognized">55</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_ecustom--LeaseLiability_iI_pn3n3_c20211231_zWvgToYJhRM3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total Lease Payments - Lease liabilities recognized">3,883</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8AD_zDLb4VGzCGih" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p id="xdx_89B_eus-gaap--ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock_zbuKNMcUdKt3" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">In line with ASU 2018-11, future minimum lease
payments under legacy ASC 840 are disclosed in the table below:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_8BB_zjFjhQGhUDs6" style="display: none">Leases - Schedule of Future Minimum Lease
Payments for Operating Leases</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<table cellpadding="0" cellspacing="0" style="width: 80%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 77%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Year</b></span></td>
<td id="xdx_492_20211231_zMImkghOLwFg" style="border-bottom: Black 1pt solid; white-space: nowrap; width: 23%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td></tr>
<tr id="xdx_409_eus-gaap--OperatingLeasesFutureMinimumPaymentsDueCurrent_iI_pn3n3_maOLFMPzU6Q_zaMw8vmbrgeh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 1,101 </span></td></tr>
<tr id="xdx_404_eus-gaap--OperatingLeasesFutureMinimumPaymentsDueInTwoYears_iI_pn3n3_maOLFMPzU6Q_zcrYL3fylQNf" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 973 </span></td></tr>
<tr id="xdx_40C_eus-gaap--OperatingLeasesFutureMinimumPaymentsDueInThreeYears_iI_pn3n3_maOLFMPzU6Q_ze5osiDkPDZj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2024</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 657 </span></td></tr>
<tr id="xdx_409_eus-gaap--OperatingLeasesFutureMinimumPaymentsDueInFourYears_iI_pn3n3_maOLFMPzU6Q_zGG26AUbNF0b" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2025</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 592 </span></td></tr>
<tr id="xdx_40C_eus-gaap--OperatingLeasesFutureMinimumPaymentsDueInFiveYears_iI_pn3n3_maOLFMPzU6Q_zGzKT4z1TPpb" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2026 and beyond</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 1,016 </span></td></tr>
<tr id="xdx_408_eus-gaap--OperatingLeasesFutureMinimumPaymentsDue_iTI_pn3n3_mtOLFMPzU6Q_zPdKaOFGLD15" style="vertical-align: bottom; background-color: White">
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total future minimum operating and short-term lease payments</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 4,339 </b></span></td></tr>
<tr id="xdx_401_ecustom--LeaseLiabilityUndiscountedExcessAmountOther_iI_pn3n3_zV5MqeSwTCT3" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Less effects of discounting</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> (456)</span></td></tr>
<tr id="xdx_404_ecustom--LeaseLiability_iI_pn3n3_zF62NHuLffSi" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Lease liabilities recognized</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 3,883 </b></span></td></tr>
</table>
<p id="xdx_8A4_zpxHwFrjcEbb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2021, the weighted-average
remaining lease term was <span id="xdx_90B_eus-gaap--FinanceLeaseWeightedAverageRemainingLeaseTerm1_iI_pid_dtY_c20211231_zmfJexQKdmG3" title="Weighted-average remaining lease term, finance leases">0.5</span> years for our finance lease and <span id="xdx_908_eus-gaap--OperatingLeaseWeightedAverageRemainingLeaseTerm1_iI_pid_dtY_c20211231_ztN9aFY6vluh" title="Weighted-average remaining lease term, operating leases">4.0</span>0 years for operating leases.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For our finance lease, the implicit rate was calculated
as <span id="xdx_909_ecustom--FinanceLeaseImplicitRate_iI_pid_dp_c20211231_zM8qGlZ2ek2a" title="Implicit rate, finance lease">5.17</span>%. For our operating leases and because we generally do not have access to the implicit rate in the lease, we calculated an estimate
rate based upon the estimated incremental borrowing rate of the entity holding the lease. The weighted average discount rate associated
with operating leases as of December 31, 2021 was <span id="xdx_90F_eus-gaap--OperatingLeaseWeightedAverageDiscountRatePercent_iI_pid_dp_c20211231_zSe8uFqjyJsd" title="Weighted average discount rate, operating leases">3.26</span>%.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
1161<p id="xdx_894_eus-gaap--LeaseCostTableTextBlock_zwmMMK80SAne" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the years 2021, 2020, and 2019 we recognized
rent expenses associated with our leases as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BC_z7mfzotiffTb" style="display: none">Leases - Schedule of Lease Costs</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_490_20210101__20211231_zUrqLd8nJP9e" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">12 months ended December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49F_20200101__20201231_zy1WTCCu7j59" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">12 months ended December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_496_20190101__20191231_z6NrIkjATyw7" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr id="xdx_406_ecustom--FinanceLeaseCostsAbstract_iB_zq8eAJ5QfC96" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: italic 10pt Times New Roman, Times, Serif; text-align: left">Finance lease cost:</td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--FinanceLeaseRightOfUseAssetAmortization_i01_pn3n3_zw8SLmvJbkm9" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 55%; text-align: left">Amortization of right-of-use assets</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">68</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">66</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">31</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--FinanceLeaseInterestExpense_i01_pn3n3_zvPfDgir1p23" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">Interest on lease liabilities</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">7</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">12</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">8</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_407_ecustom--OperatingLeaseCostAbstract_iB_z2lnRFSddUOa" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: italic 10pt Times New Roman, Times, Serif; text-align: left">Operating lease cost:</td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"> </td><td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--OperatingLeasesRentExpenseNet_i01_pn3n3_z9E2QhUduvP6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">Fixed rent expense</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">1,079</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">602</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">567</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--ShortTermLeaseCost_i01_pn3n3_z9mzM7ZQxLpi" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Short-term lease cost</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">7</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">22</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">63</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--LeaseCost_i01_pn3n3_zWrjWkX5UE59" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Net lease cost</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">1,161</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">702</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">669</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Lease cost - Cost of sales <span id="xdx_916_eus-gaap--CostOfSalesMember_ztZvkfTcfYK4" style="display: none">Cost of Sales</span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--LeaseCost_pn3n3_d0_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__us-gaap--CostOfSalesMember_zNoXGVgAHaZk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Lease cost">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--LeaseCost_pn3n3_d0_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__us-gaap--CostOfSalesMember_zlMdryvi7vY3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Lease cost">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--LeaseCost_pn3n3_d0_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__us-gaap--CostOfSalesMember_z9U0UcVjqMCl" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Lease cost">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Lease
cost - General & administrative expenses <span id="xdx_917_eus-gaap--GeneralAndAdministrativeExpenseMember_zgvAbuCZlWOc" style="display: none">General & Administrative Expenses</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--LeaseCost_pn3n3_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_zaTk3g7GL5nd" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Lease cost">1,161</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--LeaseCost_pn3n3_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_zMEq6jlFXASc" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Lease cost">702</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--LeaseCost_pn3n3_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_z94jgc9EtMki" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Lease cost">669</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40D_eus-gaap--LeaseCost_i01_pn3n3_zf0I963M1Z7l" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Net lease cost</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">1,161</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">702</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">669</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
6800066000310007000120008000107900060200056700070002200063000116100070200066900000011610007020006690001161000702000669000<p id="xdx_897_eus-gaap--OperatingLeasesOfLesseeDisclosureTextBlock_z2znLTtrGRe8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the years 2021 and 2020, we had the following
cash and non-cash activities associated with our leases:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B6_zVva6jEJ1vtl" style="display: none">Leases - Schedule of Cash and Non-Cash
Activities Associated with Leases</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49F_20210101__20211231_zS1gOTSO0Wq5" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_499_20200101__20201231_zhelwPaKBhlg" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40C_ecustom--CashPaidForAmountsIncludedInMeasurementOfLeaseLiabilitiesAbstract_iB_zvbKATski6Ji" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: italic bold 10pt Times New Roman, Times, Serif; text-align: left">Cash paid for amounts included in the measurement of lease liabilities:</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40B_ecustom--FinanceLeasePaymentsUse_i01_pn3n3_z1XAwiDYqWLf" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 64%; text-align: left">Operating cash flows from finance leases</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">114</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">106</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--OperatingLeasePaymentsUse_i01_pn3n3_z2XlUM42cN1j" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Operating cash flows from operating leases</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">964</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">632</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--FinanceLeaseInterestExpense_i01_pn3n3_z1GwwyZmvKAe" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Financing cash flows from finance leases</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">7</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">12</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_404_eus-gaap--NoncashInvestingAndFinancingItemsAbstract_zHmbeR28tIr4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: italic bold 10pt Times New Roman, Times, Serif; text-align: left">Non-cash investing and financing activities:</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--LeaseCost_i01_pn3n3_zIKfJkSQ4Vz1" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Net lease cost</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1,161</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">702</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_407_ecustom--AdditionsToRouAssetsObtainedFromAbstract_iB_zbrNF7dnIth2" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left">Additions to ROU assets obtained from:</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--RightOfUseAssetObtainedInExchangeForFinanceLeaseLiability_i01_pn3n3_d0_zy5T5GcameDk" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">New finance lease liabilities</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability_i01_pn3n3_zeQIZ54i6NZf" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">New operating lease liabilities</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">2,375</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">544</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
1140001060009640006320007000120001161000702000002375000544000<p id="xdx_89C_eus-gaap--LesseeOperatingLeaseLiabilityMaturityTableTextBlock_zg3owV7ZgLnl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, future minimum annual
lease payments were as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BC_zFENvqKzuxIb" style="display: none">Leases - Schedule of Future Minimum
Lease Payments</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">Year</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">Operating</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">Short-term</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">Finance</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">Total</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 40%; text-align: left">2022</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_982_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths_iI_pn3n3_c20211231_zIFREIMIDWnc" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating - 2022">1,038</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_988_ecustom--ShortTermLeasePaymentsDueNextTwelveMonths_iI_pn3n3_c20211231_zGw9lyPnzUW5" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Short-term - 2022">2</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_982_eus-gaap--FinanceLeaseLiabilityPaymentsDueNextTwelveMonths_iI_pn3n3_c20211231_z0r4IkUWUKGa" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Finance - 2022">61</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_984_ecustom--LeaseLiabilityPaymentsDueNextTwelveMonths_iI_pn3n3_c20211231_zQQIfImxjj15" style="font: bold 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total lease payments - 2022">1,101</td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">2023</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearTwo_iI_pn3n3_c20211231_z8fnH8LKUND6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - 2023">972</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_ecustom--ShortTermLeasePaymentsDueYearTwo_iI_pn3n3_d0_c20211231_zfZNhqCXYi9d" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - 2023">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--FinanceLeaseLiabilityPaymentsDueYearTwo_iI_pn3n3_d0_c20211231_zie6ZUf8ln33" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - 2023">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_ecustom--LeaseLiabilityPaymentsDueYearTwo_iI_pn3n3_c20211231_z7E9NwE69RHa" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total lease payments - 2023">973</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">2024</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearThree_iI_pn3n3_c20211231_zRSu2hHjUhoj" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - 2024">657</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_ecustom--ShortTermLeasePaymentsDueYearThree_iI_pn3n3_d0_c20211231_zGVBTL2A72E2" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - 2024">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_ecustom--LeaseLiabilityPaymentsDueYearThree_iI_pn3n3_c20211231_zF20Qx9xnEm4" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total lease payments - 2024">657</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">2025</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearFour_iI_pn3n3_c20211231_z754PqQMUfql" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - 2025">592</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_ecustom--ShortTermLeasePaymentsDueYearFour_iI_pn3n3_d0_c20211231_z1qlqw7Wuz8l" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - 2025">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--FinanceLeaseLiabilityPaymentsDueYearFour_iI_pn3n3_d0_c20211231_z0E2QxuvCngi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - 2025">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_ecustom--LeaseLiabilityPaymentsDueYearFour_iI_pn3n3_c20211231_zA4vDB7XKXgc" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total lease payments - 2025">592</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">2026 and beyond</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearFive_iI_pn3n3_c20211231_zcHIyfP6lmV" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - 2026 and beyond">1,016</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_ecustom--ShortTermLeasePaymentsDueYearFiveAndBeyond_iI_pn3n3_d0_c20211231_zmUlMT2um1xd" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - 2026 and beyond">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--FinanceLeaseLiabilityPaymentsDueYearFive_iI_pn3n3_d0_c20211231_zaI1hIAQMl16" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - 2026 and beyond">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_ecustom--LeaseLiabilityPaymentsDueYearFiveAndBeyond_iI_pn3n3_c20211231_zYmYsRZT4Q8g" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total lease payments - 2026 and beyond">1,016</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total future minimum operating and short-term lease payments</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDue_iI_pn3n3_c20211231_z21E5SJY2HIg" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - Total future minimum operating lease payments">4,275</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_ecustom--ShortTermLeasePaymentsDue_iI_pn3n3_c20211231_zVQuOHIyaN99" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - Total future minimum short-term lease payments">3</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--FinanceLeaseLiabilityPaymentsDue_iI_pn3n3_c20201231_zhEyBbT2F6a6" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - Total future minimum finance lease payments">61</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_ecustom--LeaseLiabilityPaymentsDue_iI_pn3n3_c20211231_zvd6ElZoMXjb" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total Lease Payments - Total future minimum lease payments">4,339</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Less effects of discounting</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--LesseeOperatingLeaseLiabilityUndiscountedExcessAmount_iNI_pn3n3_di_c20211231_zwaNXgRccRgk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - Less effects of discounts">(447</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_ecustom--ShortTermLeasePaymentsUndiscountedExcessAmount_iI_pn3n3_d0_c20211231_zdColJvkxuek" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - Less effects of discounting">—</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--FinanceLeaseLiabilityUndiscountedExcessAmount_iNI_pn3n3_di_c20211231_zfKMirnt2D83" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - Less effects of discounting">(6</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_ecustom--LeaseLiabilityUndiscountedExcessAmount_iNI_pn3n3_di_c20211231_zbFhH4vKQcre" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total Lease Payments - Less effects of discounting">(453</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Less effects of practical expedient</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_ecustom--LesseeOperatingLeaseLiabilityEffectsOfPracticalExpedient_iI_pn3n3_d0_c20211231_zROQochiE4F7" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - Less effects of practical expedient">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_ecustom--ShortTermLeasePaymentsEffectsOfPracticalExpedient_iI_pn3n3_d0_c20211231_zriQFXEuFeW4" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - Less effects of practical expedient">(3</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_ecustom--FinanceLeaseLiabilityEffectsOfPracticalExpedient_iI_pn3n3_d0_c20211231_z68FJM39mv04" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - Less effects of practical expedient">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_ecustom--LeaseLiabilityEffectsOfPracticalExpedient_iI_pn3n3_c20211231_zhXepVRrMpg9" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total Lease Payments - Less effects of practical expedient">(3</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Lease liabilities recognized</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLeaseLiability_iI_pn3n3_c20211231__us-gaap--BalanceSheetLocationAxis__us-gaap--OtherLiabilitiesMember_zO86BzyIZD45" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating - Lease liabilities recognized">3,828</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_ecustom--ShortTermLeaseLiability_iI_pn3n3_d0_c20211231_z3c6LgEDUKk2" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Short-term - Lease liabilities recognized">—</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--FinanceLeaseLiability_iI_pn3n3_c20211231_zxatY5Ar88b9" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Finance - Lease liabilities recognized">55</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_ecustom--LeaseLiability_iI_pn3n3_c20211231_zWvgToYJhRM3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total Lease Payments - Lease liabilities recognized">3,883</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
1038000200061000110100097200010000973000657000065700059200000592000101600000101600042750003000610004339000447000060004530000-30000-300038280000550003883000<p id="xdx_89B_eus-gaap--ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock_zbuKNMcUdKt3" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">In line with ASU 2018-11, future minimum lease
payments under legacy ASC 840 are disclosed in the table below:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_8BB_zjFjhQGhUDs6" style="display: none">Leases - Schedule of Future Minimum Lease
Payments for Operating Leases</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<table cellpadding="0" cellspacing="0" style="width: 80%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 77%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Year</b></span></td>
<td id="xdx_492_20211231_zMImkghOLwFg" style="border-bottom: Black 1pt solid; white-space: nowrap; width: 23%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td></tr>
<tr id="xdx_409_eus-gaap--OperatingLeasesFutureMinimumPaymentsDueCurrent_iI_pn3n3_maOLFMPzU6Q_zaMw8vmbrgeh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 1,101 </span></td></tr>
<tr id="xdx_404_eus-gaap--OperatingLeasesFutureMinimumPaymentsDueInTwoYears_iI_pn3n3_maOLFMPzU6Q_zcrYL3fylQNf" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 973 </span></td></tr>
<tr id="xdx_40C_eus-gaap--OperatingLeasesFutureMinimumPaymentsDueInThreeYears_iI_pn3n3_maOLFMPzU6Q_ze5osiDkPDZj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2024</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 657 </span></td></tr>
<tr id="xdx_409_eus-gaap--OperatingLeasesFutureMinimumPaymentsDueInFourYears_iI_pn3n3_maOLFMPzU6Q_zGG26AUbNF0b" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2025</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 592 </span></td></tr>
<tr id="xdx_40C_eus-gaap--OperatingLeasesFutureMinimumPaymentsDueInFiveYears_iI_pn3n3_maOLFMPzU6Q_zGzKT4z1TPpb" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2026 and beyond</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 1,016 </span></td></tr>
<tr id="xdx_408_eus-gaap--OperatingLeasesFutureMinimumPaymentsDue_iTI_pn3n3_mtOLFMPzU6Q_zPdKaOFGLD15" style="vertical-align: bottom; background-color: White">
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total future minimum operating and short-term lease payments</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 4,339 </b></span></td></tr>
<tr id="xdx_401_ecustom--LeaseLiabilityUndiscountedExcessAmountOther_iI_pn3n3_zV5MqeSwTCT3" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Less effects of discounting</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> (456)</span></td></tr>
<tr id="xdx_404_ecustom--LeaseLiability_iI_pn3n3_zF62NHuLffSi" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Lease liabilities recognized</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 3,883 </b></span></td></tr>
</table>
110100097300065700059200010160004339000-4560003883000P0Y6MP4Y0.05170.0326<p id="xdx_808_eus-gaap--GoodwillDisclosureTextBlock_zjG0oFeKmUmb" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 20.</span> <span id="xdx_825_z2z8hQxIHBXl">Goodwill</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We test goodwill for impairment annually on October
1st, or as and when indicators of impairment arise. As at October 01, 2021, the fair value of the net assets of the reporting unit concerned
by goodwill was superior to the carrying value of the net assets and goodwill allocated. After October 01, 2021, there were no impairment
indicators identified triggering a new impairment test. Therefore, no impairment loss was recorded in 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Goodwill of EUR <span id="xdx_90E_eus-gaap--Goodwill_iI_pp0p0_uEUR_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--GoodwillAtAcquisitionMember_zAhr2Sp3qIQe" title="Goodwill">19,799,052</span> (USD <span id="xdx_902_eus-gaap--Goodwill_iI_pp0p0_uUSD_c20210201__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--GoodwillAtAcquisitionMember_zGQWFBJ7FZf9" title="Goodwill">24,031,436</span>
at acquisition) arose as a result of the acquisition by the Group of arago whose functional currency is the Euro (see Note 15 Business
combinations). In line with ASC 830, the goodwill balance was recorded in Euros, the functional currency of the acquired business.
At closing rate, the goodwill relating to arago was translated at USD <span id="xdx_90C_eus-gaap--Goodwill_iI_pp0p0_uUSD_c20211231__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--GoodwillAtAcquisitionMember_zjZDuuNb70qf" title="Goodwill">22,524,411</span>, hence a currency translation expense of USD <span id="xdx_905_ecustom--CurrencyTranslationExpense_pp0p0_uUSD_c20210101__20211231__us-gaap--BusinessAcquisitionAxis__custom--AragoGroupMember__us-gaap--StatementBusinessSegmentsAxis__custom--GoodwillAtAcquisitionMember_zXDv3YxI6QA8" title="Currency translation expense">1,507,025</span>
was recorded in the financial year 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Impairment reviews have been conducted for 2 items
of goodwill allocated to 2 reporting units (“<b>RU</b>”) relating to the acquisition of WISeKey Semiconductors SAS in 2016
and arago in 2021. Fair value has been determined based on the income approach. Cash flows have been projected over 5 years from the date
of the assessment and have been discounted at the pre-tax weighted average cost of capital of the RU. For each RU, fair value is higher
than its carrying value. Both the WISeKey Semiconductors SAS and arago RUs have a negative carrying amount.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_880_eus-gaap--ScheduleOfGoodwillTextBlock_pn3n3_z2JGtzFjdMic" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Goodwill - Schedule of Goodwill (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 45%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td id="xdx_4B8_us-gaap--StatementBusinessSegmentsAxis_custom--IoTMember_zfZtOmZfMES3" style="border-bottom: Black 1pt solid; white-space: nowrap; width: 15%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>IoT Segment</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 5%; text-align: right"> </td>
<td id="xdx_4B4_us-gaap--StatementBusinessSegmentsAxis_custom--AiMember_zqpxY5vIHc3k" style="border-bottom: Black 1pt solid; white-space: nowrap; width: 15%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>AI Segment</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 5%; text-align: right"> </td>
<td id="xdx_4BD_zafCmY1lcTxa" style="border-bottom: Black 1pt solid; white-space: nowrap; width: 15%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total</b></span></td></tr>
<tr id="xdx_43E_c20200101__20201231_eus-gaap--Goodwill_iS_d0_z72GC9UzsaJk" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Goodwill balance as at December 31, 2019</b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>8,317 </b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>—</b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>8,317 </b></span></td></tr>
<tr id="xdx_405_eus-gaap--GoodwillAcquiredDuringPeriod_d0_zOfWXgTv8k9f" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill acquired during the year </span></td>
<td style="white-space: nowrap; text-align: right">—</td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td></tr>
<tr id="xdx_40E_eus-gaap--GoodwillImpairmentLoss_d0_zPwWSDfCzPHg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Impairment losses</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As a December 31, 2020</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> Goodwill</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,317 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,317 </span></td></tr>
<tr id="xdx_400_eus-gaap--GoodwillImpairmentLoss_d0_zDf6SPt4xN6e" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> Accumulated impairment losses</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td></tr>
<tr id="xdx_435_c20210101__20211231_eus-gaap--Goodwill_iS_d0_z4rFlqhtOqL1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Goodwill balance as at December 31, 2020</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>8,317 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>—</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>8,317 </b></span></td></tr>
<tr id="xdx_405_eus-gaap--GoodwillAcquiredDuringPeriod_d0_z3nggeyfAvGa" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill acquired during the year </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24,031 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24,031 </span></td></tr>
<tr id="xdx_40F_eus-gaap--TranslationAdjustmentFunctionalToReportingCurrencyNetOfTaxPeriodIncreaseDecrease_d0_zjI43PCJezt6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,507)</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,507)</span></td></tr>
<tr id="xdx_40E_eus-gaap--GoodwillImpairmentLoss_d0_zRpCMyNfBy34" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Impairment losses</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As a December 31, 2021</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> Goodwill</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,317 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24,031 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">32,348 </span></td></tr>
<tr id="xdx_40C_eus-gaap--TranslationAdjustmentFunctionalToReportingCurrencyNetOfTaxPeriodIncreaseDecrease_d0_zSWGKDcR2j4k" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> Accumulated currency translation adjustments</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,507)</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,507)</span></td></tr>
<tr id="xdx_405_eus-gaap--GoodwillImpairmentLoss_d0_zhtT9ElhRsn6" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> Accumulated impairment losses</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td></tr>
<tr id="xdx_43F_c20210101__20211231_eus-gaap--Goodwill_iE_d0_zoqBsquJBDJe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Goodwill balance as at December 31, 2021</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>8,317 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>22,524 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>30,841 </b></span></td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The assumptions included in the impairment tests
require judgment, and changes to these inputs could impact the results of the calculations. Other than management's projections of future
cash flows, the primary assumptions used in the impairment tests were the weighted-average cost of capital and long-term growth rates.
Although the Group's cash flow forecasts are based on assumptions that are considered reasonable by management and consistent with the
plans and estimates management is using to operate the underlying businesses, there are significant judgments in determining the expected
future cash flows attributable to a reporting unit.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
1979905224031436225244111507025<table cellpadding="0" cellspacing="0" id="xdx_880_eus-gaap--ScheduleOfGoodwillTextBlock_pn3n3_z2JGtzFjdMic" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Goodwill - Schedule of Goodwill (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 45%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td id="xdx_4B8_us-gaap--StatementBusinessSegmentsAxis_custom--IoTMember_zfZtOmZfMES3" style="border-bottom: Black 1pt solid; white-space: nowrap; width: 15%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>IoT Segment</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 5%; text-align: right"> </td>
<td id="xdx_4B4_us-gaap--StatementBusinessSegmentsAxis_custom--AiMember_zqpxY5vIHc3k" style="border-bottom: Black 1pt solid; white-space: nowrap; width: 15%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>AI Segment</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 5%; text-align: right"> </td>
<td id="xdx_4BD_zafCmY1lcTxa" style="border-bottom: Black 1pt solid; white-space: nowrap; width: 15%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total</b></span></td></tr>
<tr id="xdx_43E_c20200101__20201231_eus-gaap--Goodwill_iS_d0_z72GC9UzsaJk" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Goodwill balance as at December 31, 2019</b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>8,317 </b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>—</b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>8,317 </b></span></td></tr>
<tr id="xdx_405_eus-gaap--GoodwillAcquiredDuringPeriod_d0_zOfWXgTv8k9f" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill acquired during the year </span></td>
<td style="white-space: nowrap; text-align: right">—</td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td></tr>
<tr id="xdx_40E_eus-gaap--GoodwillImpairmentLoss_d0_zPwWSDfCzPHg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Impairment losses</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As a December 31, 2020</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> Goodwill</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,317 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,317 </span></td></tr>
<tr id="xdx_400_eus-gaap--GoodwillImpairmentLoss_d0_zDf6SPt4xN6e" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> Accumulated impairment losses</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td></tr>
<tr id="xdx_435_c20210101__20211231_eus-gaap--Goodwill_iS_d0_z4rFlqhtOqL1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Goodwill balance as at December 31, 2020</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>8,317 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>—</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>8,317 </b></span></td></tr>
<tr id="xdx_405_eus-gaap--GoodwillAcquiredDuringPeriod_d0_z3nggeyfAvGa" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Goodwill acquired during the year </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24,031 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24,031 </span></td></tr>
<tr id="xdx_40F_eus-gaap--TranslationAdjustmentFunctionalToReportingCurrencyNetOfTaxPeriodIncreaseDecrease_d0_zjI43PCJezt6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,507)</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,507)</span></td></tr>
<tr id="xdx_40E_eus-gaap--GoodwillImpairmentLoss_d0_zRpCMyNfBy34" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Impairment losses</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As a December 31, 2021</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> Goodwill</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,317 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">24,031 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">32,348 </span></td></tr>
<tr id="xdx_40C_eus-gaap--TranslationAdjustmentFunctionalToReportingCurrencyNetOfTaxPeriodIncreaseDecrease_d0_zSWGKDcR2j4k" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> Accumulated currency translation adjustments</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,507)</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,507)</span></td></tr>
<tr id="xdx_405_eus-gaap--GoodwillImpairmentLoss_d0_zhtT9ElhRsn6" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> Accumulated impairment losses</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td></tr>
<tr id="xdx_43F_c20210101__20211231_eus-gaap--Goodwill_iE_d0_zoqBsquJBDJe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Goodwill balance as at December 31, 2021</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>8,317 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>22,524 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>30,841 </b></span></td></tr>
</table>831700008317000000000000831700008317000024031000240310000-1507000-15070000000-1507000-150700000083170002252400030841000<p id="xdx_802_ecustom--EquitySecuritiesAtCostDisclosureTextBlock_zNUbn5WKpixc" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 21.</span> <span id="xdx_825_zJzJl1Nkam9g">Equity securities, at cost</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Warrant agreement in Tarmin</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On September 27, 2018 WISeKey purchased a warrant
agreement in Tarmin Inc. from ExWorks as part of the eleventh amendment of the ExWorks Credit Agreement (see Note 25). As a result, WISeKey
entered into a warrant agreement with Tarmin Inc (“<b>Tarmin</b>”) (the “<b>Tarmin Warrant</b>”), a private Delaware
company, leader in data & software defined infrastructure to acquire <span id="xdx_902_eus-gaap--EquityMethodInvestmentOwnershipPercentage_iI_pid_dp_c20180927__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--TarminWarrantMember_zVcQRF3Wftyd" title="Ownership interest, percent">22</span>% of common stock deemed outstanding at the time of exercise.
The warrant may be exercised in parts or in full, at an exercise price of USD <span id="xdx_903_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20180927__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--TarminWarrantMember_zdxyInivo0Zk" title="Warrant, exercise price">0.01</span> per share at nominal value USD <span id="xdx_90E_ecustom--WarrantNominalValuePerShare_iI_pid_c20180927__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--TarminWarrantMember_zAkjCEWCrrc3" title="Nominal value, per share">0.0001</span>. The purchase
price of the Tarmin Warrant was USD <span id="xdx_907_eus-gaap--EquityMethodInvestments_iI_pp0p0_c20180927__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--TarminWarrantMember_zD4dHeXywJPf" title="Investment">7,000,000</span>, of which USD <span id="xdx_904_eus-gaap--PaymentsToAcquireEquityMethodInvestments_pp0p0_c20181001__20181005__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--TarminWarrantMember_zRizTsFYoiG2" title="Payment for equity interest in Tarmin">3,000,000</span> was paid in cash on October 05, 2018 and the remaining
USD <span id="xdx_905_eus-gaap--PaymentsToAcquireEquityMethodInvestments_pp0p0_c20190401__20190408__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--TarminWarrantMember_zde0ZWBJa8r3" title="Payment for equity interest in Tarmin">4,000,000</span> was paid on April 08, 2019.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Tarmin Warrant was assessed as an equity investment
without a readily determinable fair value and we elected the measurement at cost less impairment, adjusted for observable price changes
for identical or similar investments of the same issuer as permitted by ASU 2016-01. As such, the Tarmin Warrant was initially recognized
on the balance sheet at USD <span id="xdx_90A_eus-gaap--EquityMethodInvestments_iI_pp0p0_c20180927__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--TarminWarrantMember_z0qsEIp2Dzx" title="Investment">7,000,000</span>. In 2020, we recorded an impairment loss of the full USD <span id="xdx_903_eus-gaap--DebtAndEquitySecuritiesGainLossExcludingOtherThanTemporaryImpairmentLoss_pp0p0_c20200101__20201231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--TarminWarrantMember_zGz97DIaVSLd" title="Impairment loss">7,000,000</span> carrying value of the Tarmin
Warrant. Therefore, the carrying value of the Tarmin Warrant as at December 31, 2021 was USD nil.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Investment in FOSSA SYSTEMS s.l.</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On April 08, 2021, WISeKey E.L.A. s.l. invested
EUR <span id="xdx_90A_eus-gaap--EquityMethodInvestments_iI_pp0p0_uEUR_c20210408__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--FossaSystemsMember_zhY2FYBU6hI3" title="Investment">440,000</span> (USD <span id="xdx_903_eus-gaap--EquityMethodInvestments_iI_pp0p0_uUSD_c20210408__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--FossaSystemsMember_zAbfsNmh70z2" title="Investment">475,673</span> at historical rate) to acquire 15% of the share capital of FOSSA SYSTEMS s.l. (“<b>FOSSA</b>”),
a Spanish aerospace company providing picosatellites for Low Earth Orbit (LEO) services as a vertically integrated service: from design
to launch and operations.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The FOSSA investment was assessed as an equity
investment without a readily determinable fair value and we elected the measurement at cost less impairment, adjusted for observable price
changes for identical or similar investments of the same issuer as permitted by ASU 2016-01. As such, the FOSSA investment was initially
recognized on the balance sheet at EUR <span id="xdx_903_eus-gaap--EquityMethodInvestments_iI_pp0p0_uEUR_c20210408__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--FossaSystemsMember_zQm6WKjpJW6k" title="Investment">440,000</span> (USD <span id="xdx_90D_eus-gaap--EquityMethodInvestments_iI_pp0p0_uUSD_c20210408__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--FossaSystemsMember_zg7Aqs6vb8Aa" title="Investment">475,673</span> at historical rate).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, we performed a qualitative
assessment to consider potential impairment indicators. We made reasonable efforts to identify any observable transactions of identical
or similar investments, but did not identify any such transaction. Therefore, no impairment loss was recorded in the year to December 31, 2021,
and the carrying value of the FOSSA investment as at December 31, 2021 was EUR <span id="xdx_90C_eus-gaap--EquityMethodInvestments_iI_pp0p0_uEUR_c20211231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--FossaSystemsMember_zky6V6D5x2m6" title="Investment">440,000</span> (USD <span id="xdx_908_eus-gaap--EquityMethodInvestments_iI_pp0p0_uUSD_c20211231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--FossaSystemsMember_zxDyv5B97gEf" title="Investment">500,566</span> at closing rate).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
0.220.010.000170000003000000400000070000007000000440000475673440000475673440000500566<p id="xdx_800_ecustom--EquitySecuritiesAtFairValueTextBlock_zlNkJsmk3jXi" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 22.</span> <span id="xdx_820_zjhCNDa4s8u7">Equity securities, at fair value</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 29, 2017, the Group announced that the
respective boards of directors of WISeKey and OpenLimit Holding AG (DE: O5H) (“OpenLimit“) had decided that discussions in
relation to a possible merger transaction between WISeKey and OpenLimit as previously announced on July 25, 2016 were not being further
pursued. The interim financing provided by WISeKey to OpenLimit in a principal amount of EUR <span id="xdx_904_eus-gaap--EquitySecuritiesFvNi_iI_pp0p0_uEUR_c20170329__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--OpenLimitHoldingAgMember_z6tuL549Ivhf" title="Principal amount, fair value">750,000</span> was, in accordance with applicable
terms of a convertible loan agreement, converted into OpenLimit Shares issued by OpenLimit out of its existing authorized share capital.
The conversion price was set at 95% of the volume weighted average price (“<b>VWAP</b>”) of the OpenLimit shares traded on
the Frankfurt stock exchange as reported by the Frankfurt stock exchange for the ten trading days immediately preceding and including
March 29, 2017. WISeKey received <span id="xdx_90B_ecustom--EquityInvestmentSharesReceived_iI_pid_c20170329__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--OpenLimitHoldingAgMember_zxbAnSCvWFD6" title="Equity investment, shares received">2,200,000</span> newly issued fully fungible listed OpenLimit Shares representing – post issuance of these
new shares – an <span id="xdx_90A_eus-gaap--EquityMethodInvestmentOwnershipPercentage_iI_pid_dp_c20170329__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--OpenLimitHoldingAgMember_zCcbp0UA7ftd" title="Investment interest, percent">8.4</span>% stake in OpenLimit on an issued share basis. The effective conversion ratio was EUR <span id="xdx_901_eus-gaap--DebtInstrumentConvertibleConversionRatio1_pid_c20170301__20170329__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--OpenLimitHoldingAgMember_zOvl44kpgMn3" title="Conversion ratio">0.3409</span> per share.
The equity securities were fair valued at market price on the date of the transaction to USD <span id="xdx_905_eus-gaap--EquitySecuritiesFvNiCurrentAndNoncurrent_iI_pp0p0_c20170329__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--OpenLimitHoldingAgMember_znZL610teCVd" title="Equity securities, fair value">846,561</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, the fair value was recalculated
using the closing market price on the Frankfurt Stock Exchange of EUR 0.0005 (USD <span id="xdx_902_eus-gaap--SharePrice_iI_pid_c20211231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--OpenLimitHoldingAgMember_zdcmiRgzAMV7" title="Market price">0.0006</span>) and amounted to USD <span id="xdx_908_eus-gaap--EquitySecuritiesFvNiCurrentAndNoncurrent_iI_pp0p0_c20211231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--OpenLimitHoldingAgMember_zeEf2QcBlITk" title="Equity securities, fair value">1,251</span>. The
difference of USD <span id="xdx_90C_eus-gaap--EquitySecuritiesFvNiUnrealizedLoss_pp0p0_c20210101__20211231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--OpenLimitHoldingAgMember_zNvL6ZFaGYH7" title="Unrealized loss in fair value of equity securities">300,050</span> from the fair value at December 31, 2020 (USD <span id="xdx_902_eus-gaap--EquitySecuritiesFvNiCurrentAndNoncurrent_iI_pp0p0_c20201231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--OpenLimitHoldingAgMember_zUr56sSV5G" title="Equity securities, fair value">301,301</span>) was accounted for in the income statement as a non-operational
expense.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
75000022000000.0840.34098465610.00061251300050301301<p id="xdx_80E_eus-gaap--OtherAssetsDisclosureTextBlock_zaCykOWv65Kk" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 23.</span> <span id="xdx_82E_z8lJl6Xvshel">Other noncurrent assets</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Other noncurrent assets consisted of noncurrent
deposits. Deposits are primarily made up of rental deposits on the premises rented by the Group.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_807_eus-gaap--AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock_zCK9wXNtJdZ1" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 24.</span> <span id="xdx_82E_zcRo8Tifp7g9">Accounts payable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_89F_eus-gaap--ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock_zmhVXDHehIb7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The accounts payable balance consisted of the
following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BF_zy5D9zmnoUVa" style="display: none">Accounts Payable - Schedule of Accounts
Payable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 61%; text-align: left"> </td>
<td id="xdx_49C_20211231_zbNsrOhusFC1" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 7%; text-align: right"> </td>
<td id="xdx_498_20201231_za2UZgz8P8f3" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr id="xdx_40E_eus-gaap--AccountsPayableTradeCurrent_iI_pn3n3_maCzBOi_z9cIZFmbXF4f" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Trade creditors</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7,031 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,608 </span></td></tr>
<tr id="xdx_405_ecustom--AccountsPayableFactorsOrOtherFinancialInstitutionsForBorrowingsCurrent_iI_pn3n3_maCzBOi_zONqs53VaVtj" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Factors or other financial institutions for borrowings</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">26 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">178 </span></td></tr>
<tr id="xdx_40B_eus-gaap--AccountsPayableRelatedPartiesCurrent_iI_pn3n3_maCzBOi_zBfx1EMRCCUl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts payable to Board Members</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,802 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,580 </span></td></tr>
<tr id="xdx_40F_ecustom--AccountsPayableOtherRelatedPartiesCurrent_iI_pn3n3_maCzBOi_zdm8gxaFaxAe" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts payable to other related parties</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">189 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">172 </span></td></tr>
<tr id="xdx_405_eus-gaap--AccountsPayableUnderwritersPromotersAndEmployeesOtherThanSalariesAndWagesCurrent_iI_pn3n3_maCzBOi_zCJbeE9rlgy7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts payable to underwriters, promoters, and employees</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,999 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,985 </span></td></tr>
<tr id="xdx_405_eus-gaap--AccountsPayableOtherCurrent_iI_pn3n3_maCzBOi_zlMpDX5TxdAb" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other accounts payable</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,401 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,576 </span></td></tr>
<tr id="xdx_409_eus-gaap--AccountsPayableCurrent_iTI_pn3n3_mtCzBOi_zi74sLvKlfe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total accounts payable</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>16,448 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>13,099 </b></span></td></tr>
</table>
<p id="xdx_8A0_z4nFqqGriumk" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, accounts payable to Board
Members are made up of accrued salaries and bonus of CHF <span id="xdx_901_eus-gaap--DueToRelatedPartiesCurrent_iI_pp0p0_uCHF_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zD0c92VUHAEl" title="Payables">2,555,032</span>.97 (USD <span id="xdx_90A_eus-gaap--DueToRelatedPartiesCurrent_iI_pp0p0_uUSD_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zP6rd7LDHqn3" title="Payables">2,802,171</span>) payable to Carlos Moreira (see Note 42
for detail).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, accounts payable to other
related parties are made up of a CHF <span id="xdx_904_eus-gaap--DueToRelatedPartiesCurrent_iI_pp0p0_uCHF_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zrwgVpwribRf" title="Payables">172,320</span> (USD <span id="xdx_901_eus-gaap--DueToRelatedPartiesCurrent_iI_pp0p0_uUSD_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zCcrW9U4pCA5" title="Payables">188,988</span>) payable to OISTE (see Note 42 for detail).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Accounts payable to underwriters, promoters and
employees consist primarily of payable balances to employees in relation to holidays, bonus and 13th month accruals across WISeKey.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Other accounts payable are mostly amounts due
or accrued for professional services (e.g. legal, accountancy, and audit services) and accruals of social charges in relation to the accrued
liability to employees.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89F_eus-gaap--ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock_zmhVXDHehIb7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The accounts payable balance consisted of the
following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BF_zy5D9zmnoUVa" style="display: none">Accounts Payable - Schedule of Accounts
Payable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 61%; text-align: left"> </td>
<td id="xdx_49C_20211231_zbNsrOhusFC1" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 7%; text-align: right"> </td>
<td id="xdx_498_20201231_za2UZgz8P8f3" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr id="xdx_40E_eus-gaap--AccountsPayableTradeCurrent_iI_pn3n3_maCzBOi_z9cIZFmbXF4f" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Trade creditors</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">7,031 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,608 </span></td></tr>
<tr id="xdx_405_ecustom--AccountsPayableFactorsOrOtherFinancialInstitutionsForBorrowingsCurrent_iI_pn3n3_maCzBOi_zONqs53VaVtj" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Factors or other financial institutions for borrowings</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">26 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">178 </span></td></tr>
<tr id="xdx_40B_eus-gaap--AccountsPayableRelatedPartiesCurrent_iI_pn3n3_maCzBOi_zBfx1EMRCCUl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts payable to Board Members</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,802 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,580 </span></td></tr>
<tr id="xdx_40F_ecustom--AccountsPayableOtherRelatedPartiesCurrent_iI_pn3n3_maCzBOi_zdm8gxaFaxAe" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts payable to other related parties</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">189 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">172 </span></td></tr>
<tr id="xdx_405_eus-gaap--AccountsPayableUnderwritersPromotersAndEmployeesOtherThanSalariesAndWagesCurrent_iI_pn3n3_maCzBOi_zCJbeE9rlgy7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts payable to underwriters, promoters, and employees</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,999 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,985 </span></td></tr>
<tr id="xdx_405_eus-gaap--AccountsPayableOtherCurrent_iI_pn3n3_maCzBOi_zlMpDX5TxdAb" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other accounts payable</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,401 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,576 </span></td></tr>
<tr id="xdx_409_eus-gaap--AccountsPayableCurrent_iTI_pn3n3_mtCzBOi_zi74sLvKlfe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total accounts payable</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>16,448 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>13,099 </b></span></td></tr>
</table>
7031000460800026000178000280200015800001890001720002999000298500034010003576000164480001309900025550322802171172320188988<p id="xdx_80C_eus-gaap--ShortTermDebtTextBlock_zBY6RW0Q8mU1" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 25.</span> <span id="xdx_829_zY9rsZRlGOy8">Notes payable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_898_ecustom--ScheduleOfNotesPayableTableTextBlock_zlZuF3kl9n86" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Notes payable consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B7_zI1n0h65fAb3" style="display: none">Notes Payable - Schedule of
Notes Payable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 61%; text-align: left"> </td>
<td id="xdx_491_20211231_z3iDW02WGUNg" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 7%; text-align: right"> </td>
<td id="xdx_49F_20201231_zCvoxGPTUm36" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr id="xdx_407_eus-gaap--LoansPayableCurrent_iI_pn3n3_maCzCgi_zF0hLjOYU9q6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Short-term loan</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,165 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,030 </span></td></tr>
<tr id="xdx_40E_ecustom--LoansPayableRelatedPartiesCurrent_iI_pn3n3_maCzCgi_zqUxQyxz5tG" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Short-term loan from shareholders</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">84 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">85 </span></td></tr>
<tr id="xdx_401_eus-gaap--NotesPayableCurrent_iTI_pn3n3_mtCzCgi_zNlbVBISZzgg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total notes payable</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,249 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,115 </b></span></td></tr>
</table>
<p id="xdx_8AA_z9Mej25NlWI8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, the current notes payable
balance was made up of:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: left">a USD <span id="xdx_904_eus-gaap--LoansPayableCurrent_iI_pp0p0_c20201231__us-gaap--ShortTermDebtTypeAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--ExWorksMember_zPWI2m30uZIi" title="Short-term loan">4,030,000</span> short-term loan with ExWorks (see detail in Note 27), and</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: left">a EUR <span id="xdx_907_ecustom--LoansPayableRelatedPartiesCurrent_iI_pp0p0_uEUR_c20211231__us-gaap--ShortTermDebtTypeAxis__us-gaap--LoansPayableMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HarbertEuropeanSpecialtyLendingCompanyMember_zqWTPZmoeEO5" title="Short-term loan payable">1,796,302</span> (USD <span id="xdx_90E_ecustom--LoansPayableRelatedPartiesCurrent_iI_pp0p0_uUSD_c20211231__us-gaap--ShortTermDebtTypeAxis__us-gaap--LoansPayableMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HarbertEuropeanSpecialtyLendingCompanyMember_z4u5EWJGNRu3" title="Short-term loan payable">2,043,564</span>) loan with Harbert European Specialty Lending Company II S.à r.l.
entered into by arago in 2018 and included in the liabilities acquired on February 1, 2021 (see Note 15).</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: left">a CHF <span id="xdx_90A_ecustom--LoansPayableRelatedPartiesCurrent_iI_pp0p0_uCHF_c20211231__us-gaap--ShortTermDebtTypeAxis__us-gaap--LoansPayableMember__custom--LendingInstitutionAxis__custom--UbsMember_zhBL4358CUc2" title="Short-term loan payable">83,600</span> (USD <span id="xdx_908_ecustom--LoansPayableRelatedPartiesCurrent_iI_pp0p0_uUSD_c20211231__us-gaap--ShortTermDebtTypeAxis__us-gaap--LoansPayableMember__custom--LendingInstitutionAxis__custom--UbsMember_z7OEPI1b1PBl" title="Short-term loan payable">91,686</span>) current portion of the Covid loans with UBS (see Note 27).</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, the short-term loan from
shareholders was made up of loans from the noncontrolling shareholders of WISeKey SAARC for a total amount of USD <span id="xdx_90E_ecustom--LoansPayableRelatedPartiesCurrent_iI_pp0p0_c20211231__us-gaap--ShortTermDebtTypeAxis__us-gaap--LoansPayableMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySAARCLtdMember_zAbpGKrppn92" title="Short-term loan from shareholders">83,932</span> at
closing rate (USD <span id="xdx_908_ecustom--LoansPayableRelatedPartiesCurrent_iI_pp0p0_c20201231__us-gaap--ShortTermDebtTypeAxis__us-gaap--LoansPayableMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySAARCLtdMember_zhrR5A1Uobw2" title="Short-term loan from shareholders">84,721</span> as at December 31, 2020). These loans do not bear interests. See Note 42 for detail.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The weighted–average interest rate on current
notes payable, excluding loans from shareholders at 0%, was respectively <span id="xdx_908_eus-gaap--ShortTermDebtWeightedAverageInterestRate_iI_pid_dp_c20211231_zVHZ9zJkYx7g" title="Weighted-average interest rate">10</span>% and <span id="xdx_90D_eus-gaap--ShortTermDebtWeightedAverageInterestRate_iI_pid_dp_c20201231_zehnCcinHFVf" title="Weighted-average interest rate">10</span>% per annum as at December 31, 2021 and 2020.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_898_ecustom--ScheduleOfNotesPayableTableTextBlock_zlZuF3kl9n86" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Notes payable consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B7_zI1n0h65fAb3" style="display: none">Notes Payable - Schedule of
Notes Payable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 61%; text-align: left"> </td>
<td id="xdx_491_20211231_z3iDW02WGUNg" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 7%; text-align: right"> </td>
<td id="xdx_49F_20201231_zCvoxGPTUm36" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr id="xdx_407_eus-gaap--LoansPayableCurrent_iI_pn3n3_maCzCgi_zF0hLjOYU9q6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Short-term loan</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,165 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,030 </span></td></tr>
<tr id="xdx_40E_ecustom--LoansPayableRelatedPartiesCurrent_iI_pn3n3_maCzCgi_zqUxQyxz5tG" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Short-term loan from shareholders</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">84 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">85 </span></td></tr>
<tr id="xdx_401_eus-gaap--NotesPayableCurrent_iTI_pn3n3_mtCzCgi_zNlbVBISZzgg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total notes payable</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,249 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,115 </b></span></td></tr>
</table>
61650004030000840008500062490004115000403000017963022043564836009168683932847210.100.10<p id="xdx_807_eus-gaap--AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock_zKLag4gMyVG8" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 26.</span> <span id="xdx_824_zOPYLzkedzx3">Other current liabilities</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_89C_eus-gaap--OtherCurrentLiabilitiesTableTextBlock_zSXGTdsUFfOl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Other current liabilities consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B4_zz8TZlpuDPih" style="display: none">Other Current Liabilities - Schedule of
Other Current Liabilities</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 61%; text-align: left"> </td>
<td id="xdx_495_20211231_zWPZtI75hC4" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 7%; text-align: right"> </td>
<td id="xdx_497_20201231_zg5UEwkBg3Te" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr id="xdx_401_eus-gaap--SalesAndExciseTaxPayableCurrent_iI_pn3n3_maCzhmW_zLsRGTxerdj2" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Value-Added Tax payable</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">137 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">312 </span></td></tr>
<tr id="xdx_409_eus-gaap--AccrualForTaxesOtherThanIncomeTaxesCurrent_iI_pn3n3_maCzhmW_zE9QFKJAatQf" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other tax payable</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">88 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">137 </span></td></tr>
<tr id="xdx_402_eus-gaap--ContractWithCustomerLiabilityCurrent_iI_pn3n3_maCzhmW_z2D633tSmcU7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Customer contract liability, current</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">128 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">367 </span></td></tr>
<tr id="xdx_40D_ecustom--OtherOtherLiabilitiesCurrent_iI_pn3n3_maCzhmW_zCsJl05oqxFh" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other current liabilities</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">199 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">289 </span></td></tr>
<tr id="xdx_40C_eus-gaap--OtherLiabilitiesCurrent_iTI_pn3n3_mtCzhmW_zIQYPFqV0Cuj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total other current liabilities</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>552 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1,105 </b></span></td></tr>
</table>
<p id="xdx_8A7_z9L2K0uAeV2b" style="margin-top: 0; margin-bottom: 0"> </p>
<p id="xdx_89C_eus-gaap--OtherCurrentLiabilitiesTableTextBlock_zSXGTdsUFfOl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Other current liabilities consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B4_zz8TZlpuDPih" style="display: none">Other Current Liabilities - Schedule of
Other Current Liabilities</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 61%; text-align: left"> </td>
<td id="xdx_495_20211231_zWPZtI75hC4" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 7%; text-align: right"> </td>
<td id="xdx_497_20201231_zg5UEwkBg3Te" style="white-space: nowrap; width: 16%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr id="xdx_401_eus-gaap--SalesAndExciseTaxPayableCurrent_iI_pn3n3_maCzhmW_zLsRGTxerdj2" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Value-Added Tax payable</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">137 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">312 </span></td></tr>
<tr id="xdx_409_eus-gaap--AccrualForTaxesOtherThanIncomeTaxesCurrent_iI_pn3n3_maCzhmW_zE9QFKJAatQf" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other tax payable</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">88 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">137 </span></td></tr>
<tr id="xdx_402_eus-gaap--ContractWithCustomerLiabilityCurrent_iI_pn3n3_maCzhmW_z2D633tSmcU7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Customer contract liability, current</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">128 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">367 </span></td></tr>
<tr id="xdx_40D_ecustom--OtherOtherLiabilitiesCurrent_iI_pn3n3_maCzhmW_zCsJl05oqxFh" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other current liabilities</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">199 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">289 </span></td></tr>
<tr id="xdx_40C_eus-gaap--OtherLiabilitiesCurrent_iTI_pn3n3_mtCzhmW_zIQYPFqV0Cuj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total other current liabilities</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>552 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1,105 </b></span></td></tr>
</table>
137000312000880001370001280003670001990002890005520001105000<p id="xdx_807_eus-gaap--DebtDisclosureTextBlock_zUrp54Z6CwT5" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 27.</span> <span id="xdx_822_zRQx3qXzNYdb">Loans and line of credit</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Standby Equity Distribution Agreement with
YA II PN, Ltd.</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On February 08, 2018 WISeKey entered into a Standby
Equity Distribution Agreement (“<b>SEDA</b>”) with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LLC (“<b>Yorkville</b>”).
Under the terms of the SEDA as amended, Yorkville has committed to provide WISeKey, upon a drawdown request by WISeKey, up to CHF <span id="xdx_90B_eus-gaap--ContractualObligation_iI_pp0p0_uCHF_c20180208__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zq6mSv6jBhs2" title="Equity financing commitment">50,000,000</span>
in equity financing originally over a three-year period ending March 01, 2021, now over a period of five years ending <span id="xdx_905_eus-gaap--DebtInstrumentMaturityDate_dd_c20200301__20200304__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zFVBGDK6aNJc" title="Maturity date">March 31,
2023</span> in line with the amendment signed by the parties on March 04, 2020. Provided that a sufficient number of Class B Shares is provided
through share lending, <span id="xdx_907_ecustom--StandbyEquityDistributionAgreementAdditionalInformation_c20180201__20180208__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_z3BoeacxsSak" title="Standby equity distribution agreement, additional information">WISeKey has the right to make drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe
for (if the Class B Shares are issued out of authorized share capital) or purchase (if the Class B Shares are delivered out of treasury)
Class B Shares worth up to CHF 5,000,000 by drawdown, subject to certain exceptions and limitations (including the exception that a drawdown
request by WISeKey shall in no event cause the aggregate number of Class B Shares held by Yorkville to meet or exceed 4.99% of the total
number of shares registered with the commercial register of the Canton of Zug). The purchase price will be 93% of the relevant market
price at the time of the drawdown, determined by reference to a ten-day trading period following the draw down request by WISeKey.</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The instrument was assessed under ASC 815
as an equity instrument. WISeKey paid a one-time commitment fee of CHF <span id="xdx_908_eus-gaap--DebtInstrumentUnusedBorrowingCapacityFee_pp0p0_uCHF_c20180401__20180424__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zyDeqOCYhKR9" title="Commitment fee">500,000</span> (USD <span id="xdx_904_eus-gaap--DebtInstrumentUnusedBorrowingCapacityFee_pp0p0_uUSD_c20180401__20180424__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zV7y3cdBikL4" title="Commitment fee">524,231</span> at historical rate) on April 24, 2018
in <span id="xdx_905_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20180401__20180424__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zbY3kPwncI41" title="Shares issued">100,000</span> WIHN Class B Shares. In line with ASU 2015-15 the commitment fee was capitalized as deferred charges to be amortized over
the original duration of the contract as a reduction of equity.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2018, WISeKey made 4 drawdowns for a total
of CHF <span id="xdx_908_eus-gaap--ProceedsFromIssuanceOfDebt_pp0p0_uCHF_c20180101__20181231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zzeJfFRerKs6" title="Proceeds received from debt">1,749,992</span> (USD <span id="xdx_904_eus-gaap--ProceedsFromIssuanceOfDebt_pp0p0_uUSD_c20180101__20181231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zMz3Z8plat79" title="Proceeds received from debt">1,755,378</span> at historical rate) in exchange for a total of <span id="xdx_90D_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20180101__20181231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z5EWee3VO2Pl" title="Shares issued">540,539</span> WIHN Class B Shares issued out of authorized share
capital or treasury share capital.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2019, WISeKey made 5 drawdowns for a total
of CHF <span id="xdx_90C_eus-gaap--ProceedsFromIssuanceOfDebt_pp0p0_uCHF_c20190101__20191231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zVclygytN757" title="Proceeds received from debt">1,107,931</span> (USD <span id="xdx_908_eus-gaap--ProceedsFromIssuanceOfDebt_pp0p0_uUSD_c20190101__20191231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zJpvq0Q5cTLj" title="Proceeds received from debt">1,111,764</span> at historical rate) in exchange for a total of <span id="xdx_90B_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20190101__20191231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zFioqdk7o3eg" title="Shares issued">490,814</span> WIHN Class B Shares issued out of treasury share
capital.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2020, WISeKey made 6 drawdowns for a total
of CHF <span id="xdx_900_eus-gaap--ProceedsFromIssuanceOfDebt_pp0p0_uCHF_c20200101__20201231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zAAaSf92z5Qh" title="Proceeds received from debt">1,134,246</span> (USD <span id="xdx_90D_eus-gaap--ProceedsFromIssuanceOfDebt_pp0p0_uUSD_c20200101__20201231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zuwZKqY3n7J6" title="Proceeds received from debt">1,208,569</span> at historical rate) in exchange for a total of <span id="xdx_904_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20200101__20201231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z9xZsPJy8BHa" title="Shares issued">889,845</span> WIHN Class B Shares issued out of treasury share
capital.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2021, WISeKey made one drawdown on April 15,
2021 for CHF <span id="xdx_906_eus-gaap--ProceedsFromIssuanceOfDebt_pp0p0_uCHF_c20210101__20211231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zZf8z5Dn5to2" title="Proceeds received from debt">363,876</span> (USD <span id="xdx_90F_eus-gaap--ProceedsFromIssuanceOfDebt_pp0p0_uUSD_c20210101__20211231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_z9TZHf5JyMO3" title="Proceeds received from debt">380,568</span> at historical rate) in exchange for <span id="xdx_908_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20210101__20211231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z0GTJ0jg8Cel" title="Shares issued">219,599</span> WIHN Class B Shares issued out of treasury share
capital.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The amortization charge for the capitalized fee
recognized in APIC amounted to USD <span id="xdx_909_eus-gaap--AmortizationOfFinancingCosts_pp0p0_c20210101__20211231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zTiVsDQubUM3" title="Amortization expense">30,188</span> for the year 2021. As at December 31, 2021, the deferred charge balance was fully
amortized.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, the outstanding equity
financing available was CHF <span id="xdx_90B_eus-gaap--DebtInstrumentUnusedBorrowingCapacityAmount_iI_pp0p0_uCHF_c20211231__us-gaap--TypeOfArrangementAxis__custom--StandbyEquityDistributionAgreementMember_zvVmF0Vdzfe" title="Outstanding equity financing available">45,643,955</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Facility Agreement with YA II PN, Ltd.</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On September 28, 2018, WISeKey entered into short-term
Facility Agreement (the “<b>Yorkville Loan</b>”) with Yorkville to borrow USD <span id="xdx_90F_eus-gaap--LineOfCreditFacilityMaximumBorrowingCapacity_iI_pp0p0_c20180928__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--YorkvilleLoanMember_zfZa2VYyWcp9" title="Line of credit">3,500,000</span> repayable by <span id="xdx_902_eus-gaap--LineOfCreditFacilityExpirationDate1_dd_c20180901__20180928__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--YorkvilleLoanMember_z0OQVNx7NI01" title="Maturity date">May 1, 2019</span> in monthly
cash instalments starting in November 2018. The loan bore an interest rate of <span id="xdx_90D_eus-gaap--LineOfCreditFacilityInterestRateDuringPeriod_pid_dp_c20180901__20180928__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--YorkvilleLoanMember_z0kAfZIG1gT8" title="Interest rate">4</span>% per annum payable monthly in arrears. A fee of USD <span id="xdx_90C_eus-gaap--LineOfCreditFacilityCommitmentFeeAmount_pp0p0_c20180901__20180928__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--YorkvilleLoanMember_z96ISdW5Oe8f" title="Credit facility, fee amount">140,000</span>
and debt issuance costs of USD <span id="xdx_90A_eus-gaap--PaymentsOfDebtIssuanceCosts_pp0p0_c20180901__20180928__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--YorkvilleLoanMember_z8Ssmlujrch5" title="Debt issuance costs">20,000</span> were paid at inception.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The debt instrument was assessed as a term debt.
A discount of USD <span id="xdx_905_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pp0p0_c20180928__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--YorkvilleLoanMember_zdAeHTNxO2Mb" title="Unamortized debt discount">160,000</span> was recorded at inception and was amortized using the effective interest method over the life of the debt.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The remaining loan balance at December 31, 2018
was USD <span id="xdx_90C_eus-gaap--LineOfCreditFacilityMaximumAmountOutstandingDuringPeriod_pp0p0_c20180101__20181231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--YorkvilleLoanMember_zH8jNIm7bj1f" title="Remaining loan balance">2,717,773</span> including unamortized debt discount of USD <span id="xdx_907_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pp0p0_c20181231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--YorkvilleLoanMember_zy60Pggs8Y78" title="Unamortized debt discount">57,007</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The discount amortization expense recorded for
the period to December 31, 2018 was USD <span id="xdx_90B_eus-gaap--AmortizationOfFinancingCostsAndDiscounts_pp0p0_c20181201__20181231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--YorkvilleLoanMember_zjJBspSW2BQ6" title="Discount amortization expense">102,993</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the period to December 31, 2018, WISeKey repaid
USD <span id="xdx_90C_eus-gaap--RepaymentsOfLinesOfCredit_pp0p0_c20180101__20181231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--YorkvilleLoanMember_zruJ5vyNB85e" title="Repayment of credit facility">725,220</span> of the principal loan amount in cash.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 27, 2019, WISeKey entered into the First
Yorkville Convertible Loan, a Convertible Loan Agreement with Yorkville to borrow USD <span id="xdx_90F_eus-gaap--ConvertibleDebt_iI_pp0p0_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zTiMHdbtnZCb" title="Convertible debt">3,500,000</span> repayable by <span id="xdx_901_eus-gaap--DebtInstrumentMaturityDate_dd_c20190601__20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zTYE38ezpu45" title="Maturity date">August 1, 2020</span> in monthly
instalments starting in August 1, 2019 either in cash or in WIHN Class B Shares. The loan bore an interest rate of <span id="xdx_90B_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_pid_dp_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zpWYGhG0mODi" title="Interest rate">6</span>% per annum payable
monthly in arrears. Total fees of USD <span id="xdx_902_eus-gaap--DebtInstrumentFeeAmount_iI_pp0p0_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zPX6VZh4mNug" title="Debt instrument fee">160,000</span> were paid at inception.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The conversion option into WIHN Class B shares
was exercisable at the election of Yorkville at each monthly repayment date, covering any amount outstanding, be it principal and/or accrued
interests. The initial exercise price was set at CHF <span id="xdx_90E_eus-gaap--DebtInstrumentConvertibleConversionPrice1_iI_pid_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zr9aJye7lWo4" title="Conversion price, per share">3.00</span> per WIHN Class B Share but could be adjusted as a result of specific events
so as to prevent any dilutive effect. The events triggering anti-dilution adjustments were: (a) increase of capital by means of capitalization
of reserves, profits or premiums by distribution of WIHN Shares, or division or consolidation of WIHN Shares, (b) issue of WIHN shares
or other securities by way of conferring subscription or purchase rights, (c) spin-offs and capital distributions other than dividends,
and (d) dividends.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">At the date of inception of the First Yorkville
Convertible Loan, on June 27, 2019, an unpaid balance of USD <span id="xdx_90F_eus-gaap--ConvertibleDebtCurrent_iI_pp0p0_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zHq68D4xVFxd" title="Convertible debt balance">500,000</span> remained on the Yorkville Loan and was rolled into the First Yorkville
Convertible Loan. There was no unamortized debt discount on the Yorkville Loan as it was amortized in accordance with the planned repayment
schedule, i.e., by May 01, 2019.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In line with ASC 470-50, we compared the present
value of the new debt (the First Yorkville Convertible Loan) to the present value of the old debt (the Yorkville Loan) using the net method
and concluded that the difference was below the 10% threshold. Therefore, the First Yorkville Convertible Loan was analyzed as a debt
modification and accounted for under ASC 470-50-40-14.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In line with ASU 2014-16, the First Yorkville
Convertible Loan was assessed as a hybrid instrument, being a debt instrument with an equity-linked component (the conversion option).
Per ASC 815-10, the embedded conversion option met the definition of a derivative and was accounted for separately, thereby creating a
debt discount.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The derivative liability component (the conversion
option) was fair valued using a binomial lattice model, building in quoted market prices of WIHN Class B Shares, and inputs such as time
value of money, volatility, and risk-free interest rates. It was valued at inception at USD <span id="xdx_900_eus-gaap--DerivativeLiabilities_iI_pp0p0_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zrqRG1hGBkD" title="Derivative liability component of the conversion option">257,435</span>, and was allocated between current
and noncurrent on a prorata temporis basis according to the monthly repayment schedule. The derivative component will be revalued at fair
value at each reporting date in line with ASC 815-15-30-1.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On the date of the agreement, WISeKey signed an
option agreement granting Yorkville the option to acquire up to <span id="xdx_90A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20190601__20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zfZPwXCeHIs3" title="Options granted">500,000</span> WIHN Class B Shares at an exercise price of CHF <span id="xdx_907_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20190601__20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zMjG8XgnJA4k" title="Exercise price">3.00</span>, exercisable
between June 27, 2019 and June 27, 2022. In order to prevent any dilutive effect, the exercise price could be adjusted as a result of
the same specific events listed above as adjustments to the conversion price of the principal amount. In line with ASC 470-20-25-2, the
proceeds from the convertible debt with a detachable warrant was allocated to the two elements based on the relative fair values of the
debt instrument net of the warrant and the embedded conversion separated out on the one side, and the warrant at time of issuance on the
other side. The option agreement was assessed as an equity instrument and was fair valued at grant for an amount of USD <span id="xdx_906_eus-gaap--FairValueOptionAggregateDifferencesLongTermDebtInstruments_iI_pp0p0_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z5sq1JKY6pab" title="Fair value at grant date">373,574</span> using
the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant, June 27, 2019, of CH <span id="xdx_900_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20190601__20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zeR1qOcXiyqa" title="Fair value at grant date, price per share">2.35</span>. The fair
value of the debt was calculated using the discounted cash flow method as USD <span id="xdx_90A_eus-gaap--DebtInstrumentFairValue_iI_pp0p0_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zQVxlRJRyE36" title="Fair value of debt">3,635,638</span>. Applying the relative fair value method per ASC
470-20-25-2, the recognition of the option agreement created a debt discount on the debt host in the amount of USD <span id="xdx_906_eus-gaap--AmortizationOfFinancingCostsAndDiscounts_pp0p0_c20190601__20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_z274P9hXIROh" title="Debt discount">326,126</span>, and the
credit entry was booked in APIC.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As a result of the above accounting entries, the
total debt discount recorded at inception was USD <span id="xdx_909_eus-gaap--AmortizationOfFinancingCosts_pp0p0_c20190601__20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_z4k5XY6HphRl" title="Debt issuance costs">743,561</span>, made up of USD <span id="xdx_90E_eus-gaap--DebtInstrumentFeeAmount_iI_pp0p0_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zVuhKSbCx0fl" title="Debt fee, amount">160,000</span> fees to Yorkville, USD <span id="xdx_901_eus-gaap--EmbeddedDerivativeFairValueOfEmbeddedDerivativeLiability_iI_pp0p0_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_z90rduolRnT7" title="Fair value of embedded derivative liability">257,435</span> from the bifurcation
of the embedded conversion option into derivative liabilities, and USD <span id="xdx_903_eus-gaap--WarrantsNotSettleableInCashFairValueDisclosure_iI_pp0p0_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zqMvba9YeZWe" title="Fair value of warrants at inception">326,126</span> from the recognition of the warrant agreement.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 04, 2020, WISeKey entered into the
Second Yorkville Convertible Loan with Yorkville to borrow USD <span id="xdx_903_eus-gaap--ConvertibleDebt_iI_pp0p0_c20200304__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zglqjNftdFe5" title="Convertible debt">4,000,000</span>
repayable by <span id="xdx_907_eus-gaap--DebtInstrumentMaturityDate_dd_c20200301__20200304__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zHMBco3Vd4Ud" title="Maturity date">April 30, 2021</span> in monthly instalments starting on March 30, 2020 either in cash or in WIHN class B
Shares. The loan bore an interest rate of <span id="xdx_90D_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_pid_dp_c20200304__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zm4f3vAFwVQf" title="Interest rate">6</span>%
per annum payable monthly in arrears. Total fees of USD <span id="xdx_904_eus-gaap--DebtInstrumentFrequencyOfPeriodicPayment_c20200301__20200304__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zyIZpgdBzlB6" title="Frequency of periodic payments">68,000
were paid in monthly instalments over the life of the loan</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The conversion option into newly issued or existing
WIHN Class B Shares was exercisable at the election of Yorkville at any time until all amounts were repaid in full, covering any amount
outstanding, be it principal and/or accrued interests. The initial exercise price was set at CHF <span id="xdx_905_eus-gaap--DebtInstrumentConvertibleConversionPrice1_iI_pip0_c20200304__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zibZIjKLXSVg" title="Exercise price, per share">3.00</span> per WIHN Class B Share but could
be adjusted as a result of specific events so as to prevent any dilution effect. The events triggering anti-dilution adjustments were:
(a) increase of capital by means of capitalization of reserves, profits or premiums by distribution of WIHN Shares, or division or consolidation
of WIHN Shares, (b) issue of WIHN shares or other securities by way of conferring subscription or purchase rights, (c) spin-offs and capital
distributions other than dividends, and (d) dividends.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">At the date of inception of the Second Yorkville
Convertible Loan on March 04, 2020, an unpaid balance of USD <span id="xdx_901_ecustom--OriginalDebtConvertedIntoDebt_pp0p0_c20190601__20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zkVd9uRN6ikc" title="Original debt rolled over into new convertible debt">2,300,000</span> and an unamortized debt discount of USD <span id="xdx_906_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pp0p0_c20190627__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--YorkvilleConvertibleLoanMember_zB4v63A2ta3" title="Unamortized debt discount">104,469</span> remained on the
Yorkville Convertible Loan.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Per ASC 470-50, we compared the present value
of the new debt (the Second Yorkville Convertible Loan) to the present value of the old debt (the Yorkville Convertible Loan) using the
net method and concluded that the difference was below the 10% threshold. Therefore, the Second Yorkville Convertible Loan was analyzed
as a debt modification and accounted for under ASC 470-50-40-14.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In line with ASU 2014-16, the convertible note
was assessed as a hybrid instrument, being a debt instrument with an equity-linked component (the conversion option). Per ASC 815-10,
the embedded conversion option met the definition of a derivative and was accounted for separately, thereby creating a debt discount.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The derivative liability component (the conversion
option) was fair valued using a binomial lattice model, building in quoted market prices of WIHN Class B Shares, and inputs such as time
value of money, volatility, and risk-free interest rates. It was valued at inception at USD nil. The derivative component was revalued
at fair value at each reporting date in line with ASC 815-15-30-1 and allocated between current and noncurrent on a prorata temporis basis
according to the monthly repayment schedule (see Note 6).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2020, WISeKey’s repayments amounted to
a total of USD <span id="xdx_90C_eus-gaap--RepaymentsOfConvertibleDebt_pp0p0_c20200101__20201231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zYli3Etdh7S8" title="Repayments of convertible debt">2,307,021</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the year to December 31, 2021, WISeKey repaid
the full remaining balance of the loan of USD <span id="xdx_905_eus-gaap--RepaymentsOfConvertibleDebt_pp0p0_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_zVoFKxDsseja" title="Repayments of convertible debt">1,692,979</span> and recorded in the income statement a net gain/loss on derivative of USD nil
and a net debt discount amortization expense of USD <span id="xdx_90E_eus-gaap--AmortizationOfFinancingCostsAndDiscounts_pp0p0_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--SecondYorkvilleConvertibleLoanMember_znKKdlOWOBS9" title="Discount amortization expense">82,560</span>. As at December 31, 2021, the outstanding balance of the loan, and the
carrying balances of the loan, the unamortized debt discount and the derivative component measured at fair value were USD nil. No
conversion rights were exercised in 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Credit Agreement with ExWorks Capital Fund
I, L.P</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On April 04, 2019 WISeCoin AG (“<b>WISeCoin</b>”),
an affiliate of the Company, signed a credit agreement with ExWorks. Under this credit agreement, WISeCoin was granted a USD <span id="xdx_901_eus-gaap--LineOfCredit_iI_pp0p0_c20190404__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember__us-gaap--LineOfCreditFacilityAxis__custom--ExWorksMember_ziPz2Y9Ew2Yg" title="Line of credit">4,000,000</span>
term loan and may add up to USD <span id="xdx_901_eus-gaap--LineOfCreditFacilityIncreaseAccruedInterest_pp0p0_c20190401__20190404__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember__us-gaap--LineOfCreditFacilityAxis__custom--ExWorksMember_zvR654sIqFL5" title="Credit facility, accrued interest">80,000</span> accrued interest to the loan principal, hence a maximum loan amount of USD <span id="xdx_902_eus-gaap--LineOfCreditFacilityMaximumBorrowingCapacity_iI_pp0p0_c20190404__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember__us-gaap--LineOfCreditFacilityAxis__custom--ExWorksMember_zgp6oUPyx8vf" title="Credit facility, maximum borrowing capacity">4,080,000</span>.
The loan bears an interest rate of 10% p.a. payable monthly in arrears. The maturity date of the arrangement is <span id="xdx_901_eus-gaap--LineOfCreditFacilityExpirationDate1_dd_c20190401__20190404__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember__us-gaap--LineOfCreditFacilityAxis__custom--ExWorksMember_zamsAukIjsPi" title="Maturity date">April 04, 2020</span> therefore
all outstanding balances are classified as current liabilities in the balance sheet. ExWorks can elect to have part of or all of the principal
loan amount and interests paid either in cash or in WISeCoin Security Tokens (the “<b>WCN Token</b>”) as may be issued by
WISeCoin from time to time. As at June 30, 2019, the conversion price is set at CHF <span id="xdx_909_ecustom--ConversionPricePerWiseCoinSecurityTokens_pip0_c20190401__20190404__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember__us-gaap--LineOfCreditFacilityAxis__custom--ExWorksMember_zg9HsEnl4ume" title="Conversion price per WISeCoin Security Tokens">12.42</span> per WCN Token based on a non-legally binding
term sheet.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under the terms of the credit agreement, WISeCoin
is required to not enter into agreements that would result in liens on property, assets or controlled subsidiaries, in indebtedness other
than the exceptions listed in the credit agreement, in mergers, consolidations, organizational changes except with an affiliate, contingent
and third party liabilities, any substantial change in the nature of its business, restricted payments, insider transactions, certain
debt payments, certain agreements, negative pledge, asset transfer other than sale of assets in the ordinary course of business, or holding
or acquiring shares and/or quotas in another person other than WISeCoin R&D. Furthermore, WISeCoin is required to maintain its existence,
pay all taxes and other liabilities.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Borrowings under the line of credit are secured
by first ranking security interests on all material assets and personal property of WISeCoin, and a pledge over the shares in WISeCoin
representing 90% of the capital held by the Company. Under certain circumstances, additional security may be granted over the intellectual
property rights of WISeCoin and WISeCoin R&D, and the shares held by WISeCoin in WISeCoin R&D.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Total debt issue costs of USD <span id="xdx_904_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pp0p0_c20190404__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember__us-gaap--LineOfCreditFacilityAxis__custom--ExWorksMember_zZ4GmyOuE6a5" title="Debt discount">160,000</span> were
recorded as debt discount and amortized over the duration of the loan. As at December 31, 2020, the debt discount was fully
amortized.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, the loan had not
been repaid and the outstanding borrowings were USD <span id="xdx_903_eus-gaap--LineOfCreditFacilityFairValueOfAmountOutstanding_iI_pp0p0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember__us-gaap--LineOfCreditFacilityAxis__custom--ExWorksMember_z0Zhwbq4Inr" title="Line of credit, outstanding">4,030,000</span>, meaning that the loan is past due under the terms of the credit agreement
with ExWorks. The Company is currently in negotiation with ExWorks regarding a potential sale of its investment in Tarmin, a Company in
which ExWorks is also a significant shareholder (see Note 21). It is the view of the management of the Company that the sale of the investment
in Tarmin and the repayment of the credit agreement are codependent and therefore the loan will be repaid at such time as the investment
is sold. ExWorks continues to charge interest on the loan at the rate of 10% p.a. and has not launched any formal recovery proceedings
as of the date of this report.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Credit Agreement with Long State Investment
Limited</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 16, 2019, WISeKey entered into a Convertible
Term Loan Facility Agreement (the <b>“LSI Convertible Facility”</b>) with Long State Investment Limited (<b>“LSI”</b>),
a Hong Kong-based investment company, to borrow up to CHF <span id="xdx_90A_eus-gaap--ConvertibleDebt_iI_pn3n6_uCHF_c20191216__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_z9hsuNGp253a" title="Convertible debt">30</span> million. Under the terms of the LSI Convertible Facility, WISeKey
will be able to drawdown individual term loans of up to CHF <span id="xdx_90C_ecustom--AvailableTermLoanDrawDowns_iI_pp0p0_uCHF_c20191216__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_zYOqEwRyMBC9" title="Available term loan draw downs">500,000</span> or, if so agreed between the parties, up to CHF <span id="xdx_909_ecustom--AvailableTotalTermLoanDrawDowns_iI_pn3n6_uCHF_c20191216__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_zKWWGlEucED6" title="Available total term loan draw downs">2.5</span> million
at an interest rate of <span id="xdx_90F_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_pid_dp_c20191216__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_zJqNqYCEK7ub" title="Interest rate">1.5</span>% p.a., up to an aggregate amount of CHF <span id="xdx_90C_eus-gaap--ConvertibleDebt_iI_pn3n6_uCHF_c20191216__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_zoCYtE2wMbOd" title="Convertible debt">30</span> million over a commitment period of 24 months. LSI will have
the right to convert a drawdown tranche into WIHN Class B Shares or, if so agreed among the parties and permitted by law, into American
Depositary Shares (<b>“ADSs”</b>) representing WIHN Class B Shares, within a period of 21 SIX trading days after each individual
drawdown at 95% of the higher of (i) the then prevailing market rate and (ii) the minimum conversion price of CHF <span id="xdx_904_eus-gaap--DebtInstrumentConvertibleConversionPrice1_iI_pid_c20191216__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_zloPkFcpBXPh" title="Conversion price">1.80</span>. Any term loan
not converted by LSI initially will automatically convert into WIHN Class B Shares, or ADSs, 20 SIX trading days before the expiration
of the commitment period at the applicable conversion price. Under certain circumstances, interest payments may be “paid in kind”
by capitalizing such interest and adding to it the aggregate principal balance of the loan outstanding.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under the arrangement, WISeKey and LSI plan to
establish a Joint Venture in Hong Kong in the first quarter of 2020 to focus on business opportunities in Asia. A memorandum of understanding
has been executed between WISeKey and LSI to that effect.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Due to LSI’s option to convert the loan
in part at each drawdown before maturity, the LSI Convertible Facility was assessed as a debt instrument with an embedded put option.
We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require
bifurcation. Per ASC 480-10-25, the LSI Convertible Facility will be accounted for as a liability measured at fair value using the discounted
cash flow method for each term loan (corresponding to each drawdown).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Total debt issue costs amounting to CHF <span id="xdx_90D_eus-gaap--PaymentsOfDebtIssuanceCosts_pp0p0_uCHF_c20200101__20201231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_zGhpOxlxxHx5" title="Payments of debt issuance costs"><span id="xdx_90C_eus-gaap--PaymentsOfDebtIssuanceCosts_pp0p0_uCHF_c20190101__20191231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_zTU9dDqgz7m3" title="Payments of debt issuance costs">56,757</span></span>
in legal fees and expense allowance were paid by WISeKey in 2019 and 2020, and a commitment fee payable in <span id="xdx_90F_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20200101__20201231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_znjA5U2yyzZi" title="Debt conversion, shares issued">400,000</span> WIHN Class B Shares
was settled on January 23, 2020 with a fair value of CHF <span id="xdx_90F_eus-gaap--DebtConversionConvertedInstrumentAmount1_pp0p0_uCHF_c20200101__20201231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_zsTZqtacmBr3" title="Conversion of debt">759,200</span> based on the market price of the WIHN shares at settlement. The
debt issue costs and commitment fee will be recorded as a debt discount proportionately to each drawdown. However, as at December 31,
2020, WISeKey had not yet drawn down on the LSI Convertible Facility, therefore, in application of ASC 340-10-S99-1, WISeKey accounted
for the debt issue costs of CHF <span id="xdx_906_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pp0p0_uCHF_c20201231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_zWBJh5JKmKV6" title="Debt issuance costs">56,757</span> and the commitment fee of CHF <span id="xdx_902_eus-gaap--DebtRelatedCommitmentFeesAndDebtIssuanceCosts_pp0p0_uCHF_c20200101__20201231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_z7o4LuZV7SZi" title="Commitment fees">759,200</span> as a deferred asset to be amortized on a straight-line
basis over the access period of the LSI Convertible Facility.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2020 and 2021, WISeKey did not make any drawdowns
under the LSI Convertible Facility.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The amortization charge for the capitalized costs
and fee recognized in APIC amounted to CHF <span id="xdx_909_eus-gaap--AccumulatedAmortizationOfOtherDeferredCosts_iI_pp0p0_uCHF_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_zAUh44HD2Add" title="Amortization of capitalized costs">372,473</span> (USD <span id="xdx_904_eus-gaap--AccumulatedAmortizationOfOtherDeferredCosts_iI_pp0p0_uUSD_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--LsiConvertibleFacilityMember_z8xxDLZZZho5" title="Amortization of capitalized costs">407,559</span>) for the year to December 31, 2021 and the deferred charge balance
was fully amortized as at December 31, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The LSI Convertible Facility expired on December
16, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Loan Agreements with UBS SA</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 26, 2020, two members of the Group entered
into the Covid loans to borrow funds under the Swiss Government supported COVID-19 Credit Facility with UBS SA. Under the terms of the
Agreement, UBS has lent such Group members a total of CHF <span id="xdx_90E_eus-gaap--LineOfCredit_iI_pp0p0_uCHF_c20200326__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--UbsSaCovidLoansMember_z5t3cU2uXgMd" title="Line of credit">571,500</span>. The loans are repayable in full by <span id="xdx_907_eus-gaap--LineOfCreditFacilityExpirationDate1_dd_c20200301__20200326__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--UbsSaCovidLoansMember_z05MA97Bzsvl" title="Maturity date">March 30, 2028</span>, as amended,
being the eighth anniversary of the date of deposit of the funds by UBS. Semi-annual repayments should start by March 31, 2022 and will
be spread on a linear basis over the remaining term. The full repayment of the loans is permitted at any time. The interest rate is determined
by Swiss COVID-19 Law and currently the Covid loans carry an interest rate of 0%. There were no fees or costs attributed to the Covid
loans and as such there is no debt discount of debt premium associated with the loan facility.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under the terms of the loans, the relevant companies
are required to use the funds solely to cover the liquidity requirements of the Company. In particular, the Company cannot use the funds
for the distribution of dividends and directors' fees as well as the repayment of capital contributions, the granting of active loans;
refinancing of private or shareholder loans; the repayment of intra-group loans; or the transfer of guaranteed loans to a group company
not having its registered office in Switzerland, whether directly or indirectly linked to applicant.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year to December 31, 2021, WISeKey
repaid CHF <span id="xdx_90C_eus-gaap--RepaymentsOfLinesOfCredit_pp0p0_uCHF_c20210101__20211231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--UbsSaCovidLoansMember_zzl7qSubzg28" title="Repayment of lines of credit">70,000</span> out of the loans. Therefore, as at December 31, 2021, the outstanding balance on the loans was CHF <span id="xdx_903_eus-gaap--LineOfCreditFacilityFairValueOfAmountOutstanding_iI_pp0p0_uCHF_c20211231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--UbsSaCovidLoansMember_zhcR94rtjW0b" title="Credit facility, outstanding">501,500</span> (USD <span id="xdx_90E_eus-gaap--LineOfCreditFacilityFairValueOfAmountOutstanding_iI_pp0p0_uUSD_c20211231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--UbsSaCovidLoansMember_zimLDu7UcRMg" title="Credit facility, outstanding">550,008</span>).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Credit Agreement with Nice & Green SA</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On May 18, 2020, the Group entered into the Nice
& Green Facility, an Agreement for the Issuance and Subscription of Convertible Notes with Nice & Green pursuant to which WISeKey
has the right to draw down up to a maximum of CHF <span id="xdx_903_eus-gaap--LineOfCredit_iI_pn3n6_uCHF_c20200518__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--NiceAndGreenFacilityMember_zCXql1hQW66k" title="Line of credit">10</span> million during a commitment period of 24 months commencing on May 20, 2020, in up
to 25 tranches based upon 60% of the traded volume of the WIHN Class B Share on the SIX Swiss Stock Exchange over the 5 trading days preceding
the subscription date. Each tranche is divided into 25 convertible notes that do not bear interest. Subject to a cash redemption right
of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12 months from
issuance (the “<b>Nice & Green Conversion Period</b>”). Conversion takes place upon request by Nice & Green during
the Nice & Green Conversion Period, but in any case, no later than at the expiry of the Nice & Green Conversion Period, at a conversion
price of 95% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on the SIX Swiss Exchange during
the 10 trading days preceding the relevant conversion date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Due to Nice & Green’s option to convert
the loan in part at any time before maturity, and as there is no limit on the number of shares to be delivered, the Nice & Green Facility
was assessed as a share-settled debt instrument with an embedded put option. We assessed the put option under ASC 815 and concluded that
it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Nice & Green
Facility will be accounted for as a liability measured at cost for each term loan (corresponding to each drawdown).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Per the terms of the Nice & Green Facility,
WISeKey pays to Nice & Green, in cash, a commitment fee of <span id="xdx_904_eus-gaap--LineOfCreditFacilityCommitmentFeePercentage_pid_dp_c20200501__20200518__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--NiceAndGreenFacilityMember_zaOVMv9IrX2" title="Commitment fee, percent">5</span>% of the amount of each subscription which will be recorded as a debt
discount against each subscription (principal). Nice & Green also undertake to pay to WISeKey an incentive fee equal to 10% of the
positive difference between the net capital gain and the net capital loss generated by Nice & Green on the sales of WIHN Class B Shares.
The incentive fee income is recorded in the income statement in other non-operating income.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2020, WISeKey subscribed for a total of CHF
<span id="xdx_906_eus-gaap--ProceedsFromLinesOfCredit_pp0p0_uCHF_c20200101__20201231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--NiceAndGreenFacilityMember__custom--SubscriptionDrawDownsAxis__custom--SubscriptionDrawDownsOneMember_zdnBJ4HCedhl" title="Proceeds from line of credit">8,916,889</span> (USD <span id="xdx_902_eus-gaap--ProceedsFromLinesOfCredit_pp0p0_uUSD_c20200101__20201231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--NiceAndGreenFacilityMember__custom--SubscriptionDrawDownsAxis__custom--SubscriptionDrawDownsOneMember_zYZ5m4GGaZ78" title="Proceeds from line of credit">9,693,283</span> at historical rate) which was fully converted in the year 2020.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2020, the outstanding Nice
& Green Facility available was CHF <span id="xdx_905_eus-gaap--LineOfCreditFacilityRemainingBorrowingCapacity_iI_pp0p0_uCHF_c20201231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--NiceAndGreenFacilityMember_zCfCAEWj0ezl" title="Outstanding facility available">1,083,111</span> (USD <span id="xdx_90B_eus-gaap--LineOfCreditFacilityRemainingBorrowingCapacity_iI_pp0p0_uUSD_c20201231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--NiceAndGreenFacilityMember_z1yChqEgOnnl" title="Outstanding facility available">1,224,832</span>) and there were no unconverted outstanding loan amounts.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year to December 31, 2021 the Group
did not make any subscription under the Nice & Green Facility. Therefore, as at December 31, 2021 the outstanding Nice &
Green Facility available was CHF <span id="xdx_908_eus-gaap--LineOfCreditFacilityRemainingBorrowingCapacity_iI_pp0p0_uCHF_c20211231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--NiceAndGreenFacilityMember_zE2sYJvWiRse" title="Outstanding facility available">1,083,111</span> (USD <span id="xdx_903_eus-gaap--LineOfCreditFacilityRemainingBorrowingCapacity_iI_pp0p0_uUSD_c20211231__us-gaap--CreditFacilityAxis__us-gaap--LineOfCreditMember__us-gaap--LineOfCreditFacilityAxis__custom--NiceAndGreenFacilityMember_z78fftY7ukS" title="Outstanding facility available">1,187,876</span>) and there were no unconverted outstanding loan amounts.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Convertible Loan with Crede CG III, Ltd</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On August 07, 2020, WISeKey entered into
Convertible Loan Agreement (the “<b>Crede Convertible Loan</b>”) with Crede CG III, Ltd (“<b>Crede</b>”) for
an amount of USD <span id="xdx_904_eus-gaap--ConvertibleDebt_iI_pn3n6_c20200807__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember_zIgtDBJf2E4g" title="Convertible debt">5</span>
million. The funds were made available on September 23, 2020. The loan bears a <span id="xdx_90C_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_pid_dp_c20200807__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember_zghHBGb28tOg" title="Interest rate">5</span>%
p.a. interest rate, payable in arrears on a quarterly basis starting September 30, 2020, and is repayable in WIHN Class B
Shares any time between September 23, 2020 and the maturity date of <span id="xdx_90F_eus-gaap--DebtInstrumentMaturityDate_dd_c20200801__20200807__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember_zAAD2JzU4rL7" title="Maturity date">August 07, 2022</span>, at Crede’s election.
Accrued interests are payable, at WISeKey’s sole election, either in cash or in WIHN Class B Shares. The conversion price
applicable to the prepayment of the principal amount or accrued interest is calculated as 92% of the lowest daily volume weighted
average share prices quoted on the SIX Stock Exchange during the 10 trading days immediately preceding the relevant conversion date
or interest payment date respectively, disregarding any day on which Crede (or its Affiliates or related party) has effected any
trade, converted into USD at the exchange rate reported by Bloomberg at 9 a.m. Swiss time on the relevant conversion date or
interest payment date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Due to Crede’s option to convert the loan
in part or in full at any time before maturity, the Crede Convertible Loan was assessed as a share-settled debt instrument with an embedded
put option. Because the value that Crede will receive at settlement does not vary with the value of the shares, the settlement provision
is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related
to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Crede Convertible Loan was accounted for as a
liability measured at fair value using the discounted cash flow method at inception.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On the date of the Crede Convertible Loan, WISeKey
signed a warrant agreement granting Crede the option to acquire up to <span id="xdx_904_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20200801__20200807__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zHRhdyWDhBe3" title="Options granted">1,675,885</span> WIHN Class B Shares at an exercise price set initially
at CHF 1.65 but revised down to CHF <span id="xdx_905_eus-gaap--DebtInstrumentConvertibleConversionPrice1_iI_pid_c20200807__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zFBdy0OEDVg" title="Exercise price, per share">1.375</span> in an amendment signed by both parties on September 18, 2020, exercisable between
September 24, 2020 and September 14, 2023. Per the warrant agreement’s term, the date of grant under US GAAP
is September 14, 2020 upon issuance of a Tax Ruling from the Swiss Federal Tax Administration and the Zug tax authority. In
line with ASC 470-20-25-2, the proceeds from the convertible debt with a detachable warrant was allocated to the two elements based
on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. The warrant agreement was
assessed as an equity instrument and was fair valued at grant at an amount of USD <span id="xdx_90E_eus-gaap--FairValueOptionAggregateDifferencesLongTermDebtInstruments_iI_pp0p0_c20200918__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember_zwLL6sW4Gc0l" title="Fair value at grant date">866,046</span> using the Black-Scholes model and the market
price of WIHN Class B Shares on the date of the amendment, September 18, 2020, of CHF <span id="xdx_90A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20200901__20200918__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember_zRZ1pfJpuRF9" title="Fair value at grant date, price per share">1.25</span>. The fair value of the debt
was calculated using the discounted cash flow method as USD 5<span id="xdx_901_eus-gaap--DebtInstrumentFairValue_iI_pp0p0_c20200918__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember_zZjUO4KJF48g" title="Fair value of debt"><span style="-sec-ix-hidden: xdx2ixbrl2535">,387,271</span></span>. Applying the relative fair value method per ASC 470-20-25-2,
the recognition of the warrant agreement created a debt discount on the debt host in the amount of USD <span id="xdx_907_eus-gaap--AmortizationOfFinancingCostsAndDiscounts_pp0p0_c20200901__20200918__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember_zn1vQ879xZM2" title="Debt discount">692,469</span>, and the credit entry
was booked in APIC.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2020, Crede issued two exercise notices under
the Crede Convertible Loan, resulting in conversions for a total of <span id="xdx_90B_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20200101__20201231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zrtG6E4cYXl7" title="Conversion of debt, shares issued">769,333</span> WIHN Class B Shares for a total conversion of USD <span id="xdx_902_eus-gaap--DebtConversionConvertedInstrumentAmount1_pp0p0_c20200101__20201231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zR0wBWhcr5va" title="Conversion of debt">784,880</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2021, Crede issued two exercise notices under
the Crede Convertible Loan, resulting in the following conversions:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: left">On January 4, 2021, for <span id="xdx_909_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20210101__20210104__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zsmTm4gSnxni" title="Conversion of debt, shares issued">1,000,000</span> WIHN Class B Shares delivered on January 6th, 2021 for a conversion of
USD <span id="xdx_90C_eus-gaap--DebtConversionConvertedInstrumentAmount1_pp0p0_c20210101__20210104__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zX5buSZsKgD9" title="Conversion of debt">1,038,627</span>.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">-</span></td><td>On February 16, 2021, for <span id="xdx_908_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20210201__20210216__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zcO4rFwqGlt9" title="Conversion of debt, shares issued">3,058,358</span> WIHN Class B Shares delivered
on February 17th, 2021 for a conversion of USD <span id="xdx_905_eus-gaap--DebtConversionConvertedInstrumentAmount1_pp0p0_c20210201__20210216__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zVukiCZL8Ju6" title="Conversion of debt">3,176,493</span>.</td>
</tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: left; text-indent: -0.25in"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The loan was fully converted with the last conversion
on February 16, 2021. Therefore, there was no outstanding balance on this loan as at December 31, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For the year 2021, the Group recorded a net debt
discount amortization expense in the income statement of USD <span id="xdx_908_eus-gaap--AmortizationOfFinancingCostsAndDiscounts_pp0p0_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--CredeConvertibleLoanMember_zf0FP7NldtJ6" title="Amortization of debt discount">30,082</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Credit Agreement with GLOBAL TECH OPPORTUNITIES
8</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 08, 2020, WISeKey entered into
an Agreement for the Issuance and Subscription of Convertible Notes (the "<b>GTO Facility</b>") with GLOBAL TECH
OPPORTUNITIES 8 ("<b>GTO</b>"), Grand Cayman, Cayman Islands, pursuant to which GTO commits to grant a loan to WISeKey for
up to a maximum amount of CHF <span id="xdx_90F_eus-gaap--ConvertibleDebt_iI_pn3n6_uCHF_c20201208__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zebET1caHnZc" title="Convertible debt">15.5</span>
million divided into tranches of variable sizes, during a commitment period of 18 months ending June 09, 2022. <span id="xdx_90D_ecustom--ConvertibleDebtRightsAdditionalInformation_c20201201__20201208__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zafAnj79cdQg" title="Convertible debt rights, additional information">The dates and amounts
of the first 3 tranches were agreed in advance in the GTO Facility agreement; for the remaining facility, GTO has the right to
request the subscription of 2 tranches, all other tranches are to be subscribed for by WISeKey during the commitment period, subject
to certain conditions. Each tranche is divided into convertible notes of CHF 10,000 each that do not bear interest. Subject to
a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12
months from issuance</span> (the “<b>GTO Conversion Period</b>”). Conversion takes place upon request by GTO during the GTO Conversion
Period, but in any case no later than at the expiry of the GTO Conversion Period, at a conversion price of the higher of (i) CHF
0.05 and (ii) 97% of the average of the 5 lowest closing volume-weighted average price of a Class B Share as traded on the SIX
Swiss Exchange during the 20 trading days preceding the relevant conversion date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Due to GTO’s option to convert the loan
in part or in full at any time before maturity, the GTO Facility was assessed as a share-settled debt instrument with an embedded put
option. Because the value that GTO will receive at settlement does not vary with the value of the shares, the settlement provision is
not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its
debt host and therefore did not require bifurcation. Per ASC 480-10-25, the GTO Facility was accounted for as a liability measured at
fair value using the discounted cash flow method at inception.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Debt issue costs made up of legal expenses of
commitment fee of CHF <span id="xdx_90B_eus-gaap--AmortizationOfFinancingCosts_pp0p0_uCHF_c20201201__20201208__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zKqTwjqNHnG1" title="Debt issuance cost">697,500</span>, representing 4.5% of the maximum GTO Facility, were due to GTO at inception, payable throughout the
commitment period but no later than June 08, 2022. At inception on December 08, 2020, in application of ASC 340-10-S99-1, WISeKey accounted
for the debt issue costs of and the commitment fee of CHF <span id="xdx_90A_eus-gaap--AmortizationOfFinancingCosts_pp0p0_uCHF_c20201201__20201208__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zwmnqrEV5gmh" title="Debt issuance cost">697,500</span> as a deferred asset to be amortized on a straight-line basis over
the commitment period (access period) of the GTO Facility. Upon subscription of each tranche, the debt issue costs and commitment fee
are recorded as a debt discount proportionately to each tranche amount.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Additionally, per the terms of the GTO Facility,
upon each tranche subscription, WISeKey will grant GTO the option to acquire WIHN Class B Shares at an exercise price of the higher
of (a) 120% of the 5-trading day VWAP of the WIHN Class B Shares on the SIX Swiss Stock Exchange over the 5 trading days immediately preceding
the relevant subscription request and (b) CHF 1.50 (the “<b>GTO Warrant Exercise Price</b>”). The number of options granted
at each tranche subscription is calculated as 15% of the principal amount of each Tranche divided by the GTO Warrant Exercise Price. Each
warrant agreement has a 5-year exercise period starting on the relevant subscription date. In line with ASC 470-20-25-2, for each subscription,
the proceeds from the convertible notes with a detachable warrant were allocated to the two elements based on the relative fair values
of the debt instrument without the warrant and of the warrant at time of issuance. When assessed as an equity instrument, the option agreement
is fair valued at grant using the Black-Scholes model and the market price of WIHN Class B Shares on the date of the subscription. The
fair value of the debt is calculated using the discounted cash flow method.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 2020, WISeKey subscribed for a total of CHF
<span id="xdx_90E_eus-gaap--ProceedsFromConvertibleDebt_pp0p0_uCHF_c20200101__20201231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zkccZtAcabn3" title="Proceeds from convertible debt">4,660,000</span> (USD <span id="xdx_903_eus-gaap--ProceedsFromConvertibleDebt_pp0p0_uUSD_c20200101__20201231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_z9D97UCxZ2Q7" title="Proceeds from convertible debt">5,240,772</span> at historical rate).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2021, the
Group made a total of four subscriptions for a total of CHF <span id="xdx_909_eus-gaap--ProceedsFromConvertibleDebt_pp0p0_uCHF_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zalHlmUCqWOi" title="Proceeds from convertible debt">10,840,000</span>
(USD <span id="xdx_907_eus-gaap--ProceedsFromConvertibleDebt_pp0p0_uUSD_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zyxEJNXs7Lcb" title="Proceeds from convertible debt">11,872,396</span>
at historical rate) under the terms of the GTO Facility. Per the terms of the GTO Facility, WISeKey issued GTO with <span id="xdx_907_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--ClassOfWarrantOrRightAxis__custom--WarrantsOneMember_zj2yenNyzJ6d" title="Warrants issued">458,332</span>
warrants on WIHN Class B Shares at an exercise price of CHF <span id="xdx_900_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--ClassOfWarrantOrRightAxis__custom--WarrantsOneMember_zgzOGF3XRabf" title="Exercise price">1.584</span>, <span id="xdx_901_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--ClassOfWarrantOrRightAxis__custom--WarrantsTwoMember_z9clCeOtleal" title="Warrants issued">102,599</span>
warrants at an exercise price of CHF <span id="xdx_90A_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--ClassOfWarrantOrRightAxis__custom--WarrantsTwoMember_zuQxbKeBp6U6" title="Exercise price">2.193</span>, <span id="xdx_907_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--ClassOfWarrantOrRightAxis__custom--WarrantsThreeMember_zOX7BlcyaQRa" title="Warrants issued">187,188</span>
warrants at an exercise price of CHF <span id="xdx_90C_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--ClassOfWarrantOrRightAxis__custom--WarrantsThreeMember_zcm6wTOVJVnd" title="Exercise price">2.40</span>,
and <span id="xdx_905_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--ClassOfWarrantOrRightAxis__custom--WarrantsFourMember_zOfXglrVsobl" title="Warrants issued">105,042</span>
warrants at an exercise price of CHF <span id="xdx_900_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--ClassOfWarrantOrRightAxis__custom--WarrantsFourMember_zYOxnD7ocli3" title="Exercise price">2.142</span>.
The warrant agreements were all assessed as equity instruments and were fair valued at grant at an aggregate amount of
CHF <span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue_pp0p0_uCHF_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zl8wbxk6HOyg" title="Fair value at grant">924,956</span>
(USD <span id="xdx_90D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue_pp0p0_uUSD_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_z7aBA1pHD54" title="Fair value at grant">1,011,033</span>)
using the Black-Scholes model and the market price of WIHN Class B Shares on the date of grant. For each subscription, the fair
value of the debt was calculated using the discounted cash flow method then, applying the relative fair value method per ASC
470-20-25-2, the recognition of the warrant agreement created a debt discount on the debt host and the credit entry was booked in
APIC. The cumulated fair value of the debt for the four subscriptions was CHF <span id="xdx_906_ecustom--CumulatedFairValueOfDebt_iI_pp0p0_uCHF_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zXG9d5XpjOfh" title="Cumulated fair value of debt">10,452,997</span>
(USD <span id="xdx_909_ecustom--CumulatedFairValueOfDebt_iI_pp0p0_uUSD_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zR1a1Jcg8nD1" title="Cumulated fair value of debt">11,448,534</span>),
with a cumulated debt discount of CHF <span id="xdx_906_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pp0p0_uCHF_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zLKIAAEBh3gl" title="Unamortized debt discount">886,538</span>
(USD <span id="xdx_909_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pp0p0_uUSD_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zxQfh6xmUj16" title="Unamortized debt discount">970,929</span>).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2021, GTO converted
a total of CHF <span id="xdx_905_eus-gaap--DebtConversionConvertedInstrumentAmount1_pp0p0_uCHF_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zH1XRYfUZfs2" title="Conversion of debt">14,750,000</span> (USD <span id="xdx_907_eus-gaap--DebtConversionConvertedInstrumentAmount1_pp0p0_uUSD_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_ziOT0yUnl7na" title="Conversion of debt">16,188,524</span> at historical rates), resulting in the delivery of a total of <span id="xdx_90A_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zs5y0RYHrP08" title="Conversion of debt, shares issued">13,328,694</span> WIHN Class
B Shares. A debt discount charge of CHF <span id="xdx_90D_eus-gaap--AmortizationOfDebtDiscountPremium_pp0p0_uCHF_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zCQKo1M6M9fc" title="Amortization of debt discount">23,656</span> (USD <span id="xdx_90E_eus-gaap--AmortizationOfDebtDiscountPremium_pp0p0_uUSD_c20210101__20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zQ5C7C4xQzh3" title="Amortization of debt discount">25,884</span>) and deferred charges in the amount of CHF <span id="xdx_90C_eus-gaap--DeferredCostsCurrent_iI_pp0p0_uCHF_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zGVaU95Ed3g2" title="Deferred charges">70,604</span> (USD <span id="xdx_909_eus-gaap--DeferredCostsCurrent_iI_pp0p0_uUSD_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zfxiP4720cI4" title="Deferred charges">77,255</span>)
were amortized to the income statement, and unamortized debt discounts totaling CHF <span id="xdx_909_ecustom--UnamortizedDebtDiscounts_iI_pp0p0_uCHF_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zQSXmuoGHpKd" title="Unamortized debt discount">1,634,628</span> (USD <span id="xdx_907_ecustom--UnamortizedDebtDiscounts_iI_pp0p0_uUSD_c20211231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--DebtInstrumentAxis__custom--GtoFacilityMember_zoi04ryr1o8l" title="Unamortized debt discount">1,792,739</span>) were booked to
APIC on conversions as per ASC 470-02-40-4.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, the GTO Facility had
been fully utilized, there were no unconverted convertible notes outstanding, the debt discount was fully amortized, and the deferred
charge balance was CHF nil.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Credit Agreement with L1 Capital Global
Opportunities Master Fund</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 29, 2021, WISeKey entered into the
L1 Facility, an Agreement for the Subscription of up to USD <span id="xdx_90E_eus-gaap--ConvertibleDebt_iI_pn3n6_c20210629__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zpPa6ToTllpe" title="Convertible debt">22</span>M
Convertible Notes with L1 Capital, pursuant to which L1 commits to grant a loan to WISeKey for up to a maximum amount of
USD <span id="xdx_903_eus-gaap--ConvertibleDebt_iI_pn3n6_c20210629__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zF9cdwtEu8wb" title="Convertible debt">22</span> million
divided into tranches of variable sizes, during a commitment period of 24 months ending June 28, 2023. The L1 Initial Tranche was
agreed in the L1 Facility agreement as USD <span id="xdx_905_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210601__20210630__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zvVwSCldvJ99" title="Proceeds from convertible debt">11</span> million
to be funded on June 29, 2021. For the remaining facility, <span id="xdx_90B_ecustom--ConvertibleDebtRightsAdditionalInformation_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zDTkLalEWiA2" title="Convertible debt rights, additional information">WISeKey
has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed
between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each
tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from
issuance</span> (the “<b>L1 Conversion Period</b>”). Conversion takes place upon request by L1 during the L1 Conversion
Period, but in any case no later than at the expiry of the L1 Conversion Period. Each calendar month, L1 can request conversion of
up to 12.5% of the principal amount of all issued tranches at a conversion price of 95% of the lowest daily volume-weighted average
price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date, and ,
should L1 wish to convert more than 12.5% of the principal amount of all issued tranches in a calendar month, the conversion price
for the additional converted amounts is set at the higher of (i) the Fixed Conversion price applicable to relevant tranche, and (ii)
95% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading
days preceding the relevant conversion date (the “<b>Original L1 Conversion Price</b>”).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Due to L1’s option to convert the loan in
part or in full at any time before maturity, the L1 Facility was assessed as a share-settled debt instrument with an embedded put option.
In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that L1 will predominantly receive at settlement does
not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under
ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25,
the L1 Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Debt issue costs made up of legal expenses of
USD <span id="xdx_905_eus-gaap--ProfessionalFees_pp0p0_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zOK4VwL81Wke" title="Legal expenses">36,745</span>, a commission of USD <span id="xdx_906_eus-gaap--PaymentsForCommissions_pp0p0_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zWqfc9ka5Cg1" title="Commissions">802,500</span> to the placement agent, a fee of USD <span id="xdx_901_ecustom--PrincipalValueOfInitialTranche_pp0p0_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zQq7UjWLP0F1" title="Principal value of initital tranche">220,000</span> to L1 representing 2% of the principal
value of the initial tranche, and a subscription fee of USD <span id="xdx_90E_ecustom--SubscriptionFee_pp0p0_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zCNGbGCgmju3" title="Subscription fee">220,000</span> to L1 representing 2% of the principal value of the initial tranche
payable in WIHN Class B Shares were due upon issuance of the Initial Tranche and recorded as a debt discount against the L1 Initial Tranche
principal amount. The subscription fee was paid in <span id="xdx_901_ecustom--SubscriptionFeeShares_pid_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zoHW26V8ngM5" title="Subscription fee, shares issued">145,953</span> WIHN Class B Shares and was fair valued at CHF <span id="xdx_90C_ecustom--FairValueOfSubscriptionFeeSharesIssued_pp0p0_uCHF_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zus08lXEO227" title="Fair value of shares issued for subscription fee">183,901</span> (USD <span id="xdx_909_ecustom--FairValueOfSubscriptionFeeSharesIssued_pp0p0_uUSD_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z6J1CUMpdKJh" title="Fair value of shares issued for subscription fee">200,871</span>)
based on the market value of the shares at issuance. Upon subscription of each subsequent tranche under the L1 Facility, debt issue costs
corresponding to the fair value of the L1 subscription fee payable in WIHN Class B Shares representing 2% of the principal value of the
subscribed funds and an L1 fee representing 2% of the principal value of the subscribed funds will be recorded as a debt discount against
each tranche.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On September 27, 2021, WISeKey and L1 entered
into the L1 First Amendment, pursuant to which <span id="xdx_907_ecustom--ConvertibleDebtRightsAdditionalInformation_c20210901__20210927__us-gaap--DebtInstrumentAxis__custom--L1FacilityFirstAmendmentMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zutUHAXviIif" title="Convertible debt rights, additional information">WISeKey has the right to request L1 to subscribe for four L1 Accelerated Tranches of between
USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by
WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the L1 Accelerated Tranches issued under
the L1 First Amendment remain the same as the terms and conditions of the L1 Facility except for the conversion price of the L1 Accelerated
Tranches which is set at 90% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on the SIX Swiss Exchange
during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount</span> (the “<b>New L1 Conversion
Price</b>”).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In line with ASC 470-50-15-3, the New L1
Conversion Price under the L1 First Amendment was assessed as a change to the conversion privileges provided in the L1 Facility for the
purpose of inducing conversion, whereby the New L1 Conversion Price provides a reduction of the Original L1 Conversion Price and results
in the issuance of additional WIHN Class B Shares, which is governed by ASC 470-20-40. Therefore, in line with ASC 470-20-40-16
and ASC 470-20-40-17, for conversions of L1 Accelerated Tranches, we recognize the fair value of the additional shares delivered
by applying the New L1 Conversion Price in comparison with the Original L1 Conversion Price as an expense to the income statement classified
as debt conversion expense.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Additionally, per the terms of the L1 Facility,
upon each tranche subscription under the L1 Facility and the L1 First Amendment, WISeKey will grant L1 the option to acquire WIHN Class
B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading day volume-weighted average price of the WIHN Class B Shares
on the SIX Swiss Stock Exchange immediately preceding the tranche closing date and (b) CHF 5.00. The number of warrants granted at
each tranche subscription is calculated as 25% of the principal amount of each tranche divided by the volume-weighted average price of
the trading day immediately preceding the tranche closing date. Each warrant agreement has a 3-year exercise period starting on the relevant
subscription date. In line with ASC 470-20-25-2, for each subscription, the proceeds from the convertible notes with a detachable warrant
were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at
time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model and
the market price of WIHN Class B Shares on the date of the subscription. The fair value of the debt is calculated using the discounted
cash flow method.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year to December 31, 2021, WISeKey
made a total of six subscriptions under the L1 Facility and the L1 First Amendment as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">The L1 Initial Tranche for convertibles notes in the amount of USD <span id="xdx_90B_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210601__20210630__us-gaap--DebtInstrumentAxis__custom--L1FacilityInitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z8j4hCzBEHU7" title="Proceeds from convertible debt">11</span> million was issued on
June 29, 2021. The funds were received on July 1, 2021. On June 29, 2021, in line with the terms of the
L1 Facility, WISeKey issued L1 with <span id="xdx_902_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityInitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zjlnNkPPq7Ri" title="Warrants issued">1,817,077</span> warrants on WIHN Class B Sharess at an exercise price of CHF <span id="xdx_907_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityInitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zciPDzkuyMG4" title="Exercise price">5.00</span>. The warrant
agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD <span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityInitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zPXsh7PUleWb" title="Fair value at grant">296,208</span> using the Black-Scholes model
and the market price of WIHN Class B Sharess on the date of grant of CHF <span id="xdx_90F_eus-gaap--SharePrice_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityInitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zhawG4oyLQ97" title="Market price">1.39</span>. The fair value of the debt was calculated using the
discounted cash flow method as USD <span id="xdx_903_eus-gaap--DebtInstrumentFairValue_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityInitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zhd1BAXz5yXi" title="Fair value of debt">11,354,678</span>. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the
warrant agreement created a debt discount on the debt host in the amount of USD <span id="xdx_90E_eus-gaap--AmortizationOfDebtDiscountPremium_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityInitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z3BuI2S5V5Ti" title="Debt discount">279,660</span>, and the credit entry was booked in APIC.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">On September 28, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD <span id="xdx_90E_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zDtB52Id1em8" title="Proceeds from convertible debt">1</span> million.
The funds were received on September 30, 2021. On September 28, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with <span id="xdx_90B_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zhEvC1mMP5h9" title="Warrants issued">173,267</span> warrants on WIHN Class B Sharess at an exercise price of CHF <span id="xdx_90C_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z7WZhhILNGma" title="Exercise price">5.00</span>. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD <span id="xdx_901_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_znOAbrrHHJU" title="Fair value at grant">35,462</span> using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF <span id="xdx_90C_eus-gaap--SharePrice_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zk7PEJwOZizh" title="Market price">1.25</span>. The fair value of the debt was calculated using the discounted cash flow
method as USD <span id="xdx_903_eus-gaap--DebtInstrumentFairValue_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zFQDgCBo1Xqf" title="Fair value of debt">1,077,265</span>. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD <span id="xdx_909_eus-gaap--AmortizationOfDebtDiscountPremium_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zxiS8J0tcHRj" title="Debt discount">31,869</span>, and the credit entry was booked in APIC.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">On October 20, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD <span id="xdx_905_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zOP6JR76QmA9" title="Proceeds from convertible debt">1</span> million.
The funds were received on October 21, 2021. On October 20, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with <span id="xdx_904_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zI32jBWL61T5" title="Warrants issued">207,726</span> warrants on WIHN Class B Sharess at an exercise price of CHF <span id="xdx_902_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zQKi8n6W8M5d" title="Exercise price">5.00</span>. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD <span id="xdx_903_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zMIVmCosno44" title="Fair value at grant">33,877</span> using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF <span id="xdx_909_eus-gaap--SharePrice_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zd0BvJObtgc9" title="Market price">1.12</span>. The fair value of the debt was calculated using the discounted cash flow
method as USD <span id="xdx_90B_eus-gaap--DebtInstrumentFairValue_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zDgiPE6Li3xl" title="Fair value of debt">1,077,408</span>. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD <span id="xdx_909_eus-gaap--AmortizationOfDebtDiscountPremium_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zA3jCW4wE5Ba" title="Debt discount">30,485</span>, and the credit entry was booked in APIC.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">On October 27, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD <span id="xdx_90C_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheThreeMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zB8WgtqcrfLf" title="Proceeds from convertible debt">2</span> million.
The funds were received on October 28, 2021. On October 27, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with <span id="xdx_902_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheThreeMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zoXIzHcoqAIc" title="Warrants issued">384,261</span> warrants on WIHN Class B Sharess at an exercise price of CHF <span id="xdx_908_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheThreeMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zKqtdhjCojzi" title="Exercise price">5.00</span>. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD <span id="xdx_90D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheThreeMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z2Y2ik9lqw6j" title="Fair value at grant">62,777</span> using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF <span id="xdx_907_eus-gaap--SharePrice_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheThreeMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zitcLd53bMXi" title="Market price">1.12</span>. The fair value of the debt was calculated using the discounted cash flow
method as USD <span id="xdx_903_eus-gaap--DebtInstrumentFairValue_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheThreeMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z9HFyUxD2Csf" title="Fair value of debt">2,154,556</span>. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD <span id="xdx_905_eus-gaap--AmortizationOfDebtDiscountPremium_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheThreeMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zFnyle4OJRy" title="Debt discount">56,624</span>, and the credit entry was booked in APIC.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">On November 5, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD <span id="xdx_90B_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFourMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zVDhcaj4NCkk" title="Proceeds from convertible debt">1</span> million.
The funds were received on November 9, 2021. On November 5, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with <span id="xdx_90C_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFourMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zxjcKc09iAEc" title="Warrants issued">209,287</span> warrants on WIHN Class B Sharess at an exercise price of CHF <span id="xdx_90C_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFourMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z7J4aU5kJlM9" title="Exercise price">5.00</span>. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD <span id="xdx_900_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFourMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z30wdKbCnUb" title="Fair value at grant">29,792</span> using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF <span id="xdx_903_eus-gaap--SharePrice_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFourMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zxjL0VUIMTk4" title="Market price">1.075</span>. The fair value of the debt was calculated using the discounted cash flow
method as USD <span id="xdx_90C_eus-gaap--DebtInstrumentFairValue_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFourMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zbRsjVOvO8Pb" title="Fair value of debt">1,077,708</span>. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD <span id="xdx_906_eus-gaap--AmortizationOfDebtDiscountPremium_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFourMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z49BveByUwu2" title="Debt discount">26,900</span>, and the credit entry was booked in APIC.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">On December 21, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD <span id="xdx_90A_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFiveMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z0Xtes7d0RD1" title="Proceeds from convertible debt">1</span> million.
The funds were received on December 22, 2021. On December 21, 2021, in line with the terms of the L1 Facility, WISeKey
issued L1 with <span id="xdx_90D_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFiveMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z2Ug8wdC7jN1" title="Warrant issued">287,345</span> warrants on WIHN Class B Sharess at an exercise price of CHF <span id="xdx_902_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFiveMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z4k3o0CxWtb6" title="Exercise price">5.00</span>. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD <span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFiveMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zZAAzcfVJ7A1" title="Fair value at grant">21,756</span> using the Black-Scholes model and the market price
of WIHN Class B Sharess on the date of grant of CHF <span id="xdx_907_eus-gaap--SharePrice_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFiveMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zMgLkwNM9qlb" title="Market price">0.814</span>. The fair value of the debt was calculated using the discounted cash flow
method as USD <span id="xdx_90E_eus-gaap--DebtInstrumentFairValue_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFiveMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zfouCiU4aXUl" title="Fair value of debt">1,077,404</span>. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD <span id="xdx_907_eus-gaap--AmortizationOfDebtDiscountPremium_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheFiveMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zriQyL5da0J7" title="Debt discount">19,793</span>, and the credit entry was booked in APIC.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2021, L1 converted
a total of USD <span id="xdx_903_eus-gaap--DebtConversionConvertedInstrumentAmount1_pn3n6_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityInitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z4Cq2A3M1Ieh" title="Conversion of debt">8.2</span> million out of the L1 Initial Tranche and USD <span id="xdx_909_eus-gaap--DebtConversionConvertedInstrumentAmount1_pn3n6_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityAcceleratedTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zToTrsFEA9t9" title="Conversion of debt">5.3</span> million out of the L1 Accelerated Tranches, resulting
in the delivery of a total of <span id="xdx_905_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zhc51FWg9Ip5" title="Debt conversion, shares issued">11,858,831</span> WIHN Class B Sharess. A debt discount charge of USD <span id="xdx_905_eus-gaap--AmortizationOfDebtDiscountPremium_pid_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_ze6r73L6i5ta" title="Debt discount">185,528</span> was amortized to the income
statement, a debt conversion expense of USD <span id="xdx_900_ecustom--DebtConversionExpense_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zyYJz8MgXmv6" title="Debt conversion expense">325,424</span> was recorded in the income statement, and unamortized debt discounts totaling
USD <span id="xdx_90F_eus-gaap--DebtInstrumentUnamortizedDiscountNoncurrent_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zF9wq8VkArYc" title="Unamortized debt discount">1,376,983</span> were booked to APIC on conversions as per ASC 470-02-40-4.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, the outstanding L1 Facility
available was USD <span id="xdx_902_eus-gaap--DebtInstrumentUnusedBorrowingCapacityAmount_iI_pn3n6_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zklK4rkHEuai" title="Outstanding available">5</span> million. Convertible notes in an aggregate amount of USD <span id="xdx_909_ecustom--UnconvertedNotesPayable_iI_pn3n6_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zjWHBm8fmmig" title="Unconverted notes payable">3.5</span> million remained unconverted and
the unamortized debt discount balance was USD <span id="xdx_902_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zwve687O4ch7" title="Unamortized debt discount">388,403</span>, hence a carrying value of USD <span id="xdx_90A_eus-gaap--ConvertibleDebt_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--L1FacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zTBkSzWOms5i" title="Carrying value of debt">3,111,597</span> as at December 31, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Credit Agreement with Anson Investments
Master Fund LP</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 29, 2021, WISeKey entered into an
Agreement for the Issuance and Subscription of Convertible Notes (the “<b>Anson Facility</b>”) with Anson
Investments Master Fund LP (“<b>Anson</b>”), pursuant to which Anson commits to grant a loan to WISeKey for up to a
maximum amount of USD <span id="xdx_902_eus-gaap--ConvertibleDebt_iI_pn3n6_c20210629__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zRj53h6sX7Fe" title="Convertible debt">22</span> million
divided into tranches of variable sizes, during a commitment period of 24 months ending June 28, 2023. The initial tranche was
agreed in the Anson Facility agreement as USD <span id="xdx_909_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210601__20210630__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zCrl8Euxxsn2" title="Proceeds from convertible debt">11</span> million
to be funded on June 29, 2021. For the remaining facility, <span id="xdx_90C_ecustom--ConvertibleDebtRightsDescription_c20210601__20210630__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zGX6j0cNGH0k" title="Convertible debt rights, additional information">WISeKey
has the right to request Anson to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed
between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each
tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from
issuance (the “Anson Conversion Period”). Conversion takes place upon request by Anson during the Anson Conversion
Period, but in any case no later than at the expiry of the Anson Conversion Period. Each calendar month, Anson can request
conversion of up to 12.5% of the principal amount of all issued tranches at a conversion price of 95% of the lowest daily
volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the
relevant conversion date, and, should Anson wish to convert more than 12.5% of the principal amount of all issued tranches in a
calendar month, the conversion price for the additional converted amounts is set at the higher of (i) the Fixed Conversion price
applicable to relevant tranche, and (ii) 95% of the lowest daily volume-weighted average price of a Class B Share as traded on the
SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date</span> (the “<b>Original Anson Conversion
Price</b>”).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Due to Anson’s option to convert the loan
in part or in full at any time before maturity, the Anson Facility was assessed as a share-settled debt instrument with an embedded put
option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that Anson will predominantly receive at settlement
does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option
under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC
480-10-25, the Anson Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Debt issue costs made up of legal expenses of
USD <span id="xdx_903_eus-gaap--ProfessionalFees_pp0p0_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zBn6XNlI4ia9" title="Legal expenses">4,197</span>, a commission of USD <span id="xdx_904_eus-gaap--PaymentsForCommissions_pp0p0_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zlRDK5tSjnq9" title="Commissions">802,500</span> to the placement agent, a fee of USD 220,000 to Anson representing 2% of the principal
value of the initial tranche, and a subscription fee of USD <span id="xdx_907_ecustom--SubscriptionFee_pp0p0_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zAfitz7cB676" title="Subscription fee">220,000</span> to Anson representing 2% of the principal value of the initial
tranche payable in WIHN Class B Shares were due upon issuance of the Anson Initial Tranche and recorded as a debt discount against the
Anson Initial Tranche principal amount. The subscription fee was paid in <span id="xdx_90F_ecustom--SubscriptionFeeShares_pid_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zdTsnL18Dijh" title="Subscription fees, shares issued">145,953</span> WIHN Class B Shares and was fair valued at CHF <span id="xdx_909_ecustom--FairValueOfSubscriptionFeeSharesIssued_pp0p0_uCHF_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zCNGgIsormef" title="Fair value of shares issued for subscription fee">183,901</span>
(USD <span id="xdx_905_ecustom--FairValueOfSubscriptionFeeSharesIssued_pp0p0_uUSD_c20210601__20210629__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zGUbiyVKmGD7" title="Fair value of shares issued for subscription fee">200,871</span>) based on the market value of the shares at issuance. Upon subscription of each subsequent tranche under the Anson Facility,
debt issue costs corresponding to the fair value of the Anson subscription fee payable in WIHN Class B Shares representing 2% of the principal
value of the subscribed funds and an Anson fee representing 2% of the principal value of the subscribed funds will be recorded as a debt
discount against each tranche.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On September 27, 2021, WISeKey and Anson entered
into the Anson First Amendment, pursuant to which <span id="xdx_900_ecustom--ConvertibleDebtRightsAdditionalInformation_c20210901__20210927__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityFirstAmendmentMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z0bYIenQCMb7" title="Convertible debt rights">WISeKey has the right to request Anson to subscribe for four Anson Accelerated Tranches
of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined
by WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the Anson Accelerated Tranches issued
under the Anson First Amendment remain the same as the terms and conditions of the Anson Facility except for the conversion price of the
Anson Accelerated Tranches which is set at 90% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX
Swiss Exchange during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount</span> (the “<b>New
Anson Conversion Price</b>”).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In line with ASC 470-50-15-3, the New Anson
Conversion Price under the Anson First Amendment was assessed as a change to the conversion privileges provided in the Anson Facility
for the purpose of inducing conversion, whereby the New Anson Conversion Price provides a reduction of the Original Anson Conversion Price
and results in the issuance of additional WIHN Class B Shares, which is governed by ASC 470-20-40. Therefore, in line with ASC 470-20-40-16
and ASC 470-20-40-17, for conversions of Anson Accelerated Tranches, we recognize the fair value of the additional shares delivered
by applying the New Anson Conversion Price in comparison with the Original Anson Conversion Price as an expense to the income statement
classified as debt conversion expense.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Additionally, per the terms of the Anson Facility,
upon each tranche subscription under the Anson Facility and the Anson First Amendment, WISeKey will grant Anson the option to acquire
WIHN Class B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading day volume-weighted average price of the WIHN Class
B Shares on the SIX Swiss Stock Exchange immediately preceding the tranche closing date and (b) CHF 5.00. The number of warrants granted
at each tranche subscription is calculated as 25% of the principal amount of each tranche divided by the volume-weighted average price
of the trading day immediately preceding the tranche closing date. Each warrant agreement has a 3-year exercise period starting on the
relevant subscription date. In line with ASC 470-20-25-2, for each subscription, the proceeds from the convertible notes with a detachable
warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant
at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model
and the market price of WIHN Class B Shares on the date of the subscription. The fair value of the debt is calculated using the discounted
cash flow method.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year to December 31, 2021, WISeKey
made a total of three subscriptions under the Anson Facility and the Anson First Amendment as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">The Anson Initial Tranche for convertibles notes in the amount of USD <span id="xdx_908_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityinitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z3BZ7VgpF0qi" title="Proceeds from convertible debt">11</span> million was issued
on June 29, 2021. The funds were received on June 29, 2021. On June 29, 2021, in line with the terms of
the Anson Facility, WISeKey issued Anson with <span id="xdx_905_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityinitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zrMiEY5FGspk" title="Warrants issued">1,817,077</span> warrants on WIHN Class B Shares at an exercise price of CHF <span id="xdx_903_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityinitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zaSCxfDvi5B1" title="Exercise price">5.00</span>. The
warrant agreement was assessed as an equity instrument and was fair valued at grant at an amount of USD <span id="xdx_903_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityinitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zOLDVBCJUB1i" title="Fair value at grant">296,208</span> using the Black-Scholes
model and the market price of WIHN Class B Shares on the date of grant of CHF <span id="xdx_901_eus-gaap--SharePrice_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityinitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zqUVZKLeIFg4" title="Market price">1.39</span>. The fair value of the debt was calculated using
the discounted cash flow method as USD <span id="xdx_90C_eus-gaap--DebtInstrumentFairValue_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityinitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zGZz7tF5h1qd" title="Fair value of debt">11,354,678</span>. Applying the relative fair value method per ASC 470-20-25-2, the recognition of
the warrant agreement created a debt discount on the debt host in the amount of USD <span id="xdx_906_eus-gaap--AmortizationOfDebtDiscountPremium_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityinitialTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zPxHygvMxER2" title="Debt discount">279,660</span>, and the credit entry was booked in APIC.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">On September 28, 2021, an Anson Accelerated Tranche for convertibles notes in the amount USD <span id="xdx_904_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedOneTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zu4fV76dHRte" title="Proceeds from convertible debt">2.75</span> million.
The funds were received on September 28, 2021. On September 28, 2021, in line with the terms of the Anson Facility,
WISeKey issued Anson with <span id="xdx_907_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_ziYODIew2Jb5" title="Warrants issued">476,486</span> warrants on WIHN Class B Shares at an exercise price of CHF <span id="xdx_900_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zUhAJdmZ3GR5" title="Exercise price">5.00</span>. The warrant agreement was
assessed as an equity instrument and was fair valued at grant at an amount of USD <span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zN8adZtjvQTl" title="Fair value at grant">97,520</span> using the Black-Scholes model and the market
price of WIHN Class B Shares on the date of grant of CHF <span id="xdx_908_eus-gaap--SharePrice_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zfFrgc8t7lV1" title="Market price">1.25</span>. The fair value of the debt was calculated using the discounted cash
flow method as USD <span id="xdx_907_eus-gaap--DebtInstrumentFairValue_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zIavf8IQP5yd" title="Fair value of debt">2,822,613</span>. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement
created a debt discount on the debt host in the amount of USD <span id="xdx_901_eus-gaap--AmortizationOfDebtDiscountPremium_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTrancheOneMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zyINNRtFl3V" title="Debt discount">91,838</span>, and the credit entry was booked in APIC.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">On October 27, 2021, an Anson Accelerated Tranche for convertibles notes in the amount USD <span id="xdx_908_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTwoTrancheMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zW1qfK66dgai" title="Proceeds from convertible debt">2.75</span> million.
The funds were received on October 28, 2021. On October 27, 2021, in line with the terms of the Anson Facility, WISeKey
issued Anson with <span id="xdx_90B_eus-gaap--DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1_pid_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_znukTJ5kIRQg" title="Warrants issued">528,359</span> warrants on WIHN Class B Shares at an exercise price of CHF <span id="xdx_907_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zqCAx0USLS4l" title="Exercise price">5.00</span>. The warrant agreement was assessed
as an equity instrument and was fair valued at grant at an amount of USD <span id="xdx_90D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z2viZ2be6H3l" title="Fair value at grant">86,318</span> using the Black-Scholes model and the market price
of WIHN Class B Shares on the date of grant of CHF <span id="xdx_901_eus-gaap--SharePrice_iI_pid_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zmcrwmApBgg1" title="Market price">1.12</span>. The fair value of the debt was calculated using the discounted cash flow
method as USD <span id="xdx_904_eus-gaap--DebtInstrumentFairValue_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z2X1eFoBGDn5" title="Fair value of debt">2,822,789</span>. Applying the relative fair value method per ASC 470-20-25-2, the recognition of the warrant agreement created
a debt discount on the debt host in the amount of USD <span id="xdx_908_eus-gaap--AmortizationOfDebtDiscountPremium_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityAcceleratedTrancheTwoMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zFGYBrBVafkb" title="Debt discount">81,597</span>, and the credit entry was booked in APIC.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2021, Anson
converted a total of USD <span id="xdx_906_eus-gaap--DebtConversionConvertedInstrumentAmount1_pn3n6_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zBf5r26QKk19" title="Converted debt">9.8</span> million out of the Anson Initial Tranche, resulting in the delivery of a total of <span id="xdx_90E_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zTgWbIjW8JN9" title="Debt conversion, shares issued">8,228,262</span> WIHN
Class B Shares. There was no conversion out of the Anson Accelerated Tranches. A debt discount charge of USD <span id="xdx_904_eus-gaap--AmortizationOfDebtDiscountPremium_pp0p0_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zK2ybeSPXICj" title="Debt discount">248,449</span> was amortized
to the income statement, and unamortized debt discounts totaling USD <span id="xdx_90F_eus-gaap--DebtInstrumentUnamortizedDiscountNoncurrent_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zfz2caTMqKAk" title="Unamortized debt discount">1,182,876</span> were booked to APIC on conversions as per ASC 470-02-40-4.
There was no debt conversion expense recorded in the income statement in the year ended December 31, 2021</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, the outstanding Anson
Facility available was USD <span id="xdx_908_eus-gaap--DebtInstrumentUnusedBorrowingCapacityAmount_iI_pn3n6_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zRiolSXzePuh" title="Outstanding available">5.5</span> million. Convertible notes in an aggregate amount of USD <span id="xdx_90F_ecustom--UnconvertedNotesPayable_iI_pn3n6_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zRTfxKWvH663" title="Unconverted notes payable">6.7</span> million remained unconverted
and the unamortized debt discount balance was USD <span id="xdx_90D_eus-gaap--DebtInstrumentUnamortizedDiscount_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_z0f0wvyohE0h" title="Unamortized debt discount">762,858</span>, hence a carrying value of USD <span id="xdx_905_eus-gaap--ConvertibleDebt_iI_pp0p0_c20211231__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zLI92oiNARp4" title="Carrying value of debt">5,937,142</span> as at December 31, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
500000002023-03-31WISeKey has the right to make drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe
for (if the Class B Shares are issued out of authorized share capital) or purchase (if the Class B Shares are delivered out of treasury)
Class B Shares worth up to CHF 5,000,000 by drawdown, subject to certain exceptions and limitations (including the exception that a drawdown
request by WISeKey shall in no event cause the aggregate number of Class B Shares held by Yorkville to meet or exceed 4.99% of the total
number of shares registered with the commercial register of the Canton of Zug). The purchase price will be 93% of the relevant market
price at the time of the drawdown, determined by reference to a ten-day trading period following the draw down request by WISeKey.500000524231100000174999217553785405391107931111176449081411342461208569889845363876380568219599301884564395535000002019-05-010.041400002000016000027177735700710299372522035000002020-08-010.061600003.005000002574355000003.003735742.35363563832612674356116000025743532612640000002021-04-300.0668,000
were paid in monthly instalments over the life of the loan3.002300000104469230702116929798256040000008000040800002020-04-0412.4216000040300003000000050000025000000.015300000001.805675756757400000759200567577592003724734075595715002028-03-3070000501500550008100000000.0589168899693283108311112248321083111118787650000000.052022-08-0716758851.3758660461.2569246976933378488010000001038627305835831764933008215500000The dates and amounts
of the first 3 tranches were agreed in advance in the GTO Facility agreement; for the remaining facility, GTO has the right to
request the subscription of 2 tranches, all other tranches are to be subscribed for by WISeKey during the commitment period, subject
to certain conditions. Each tranche is divided into convertible notes of CHF 10,000 each that do not bear interest. Subject to
a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12
months from issuance6975006975004660000524077210840000118723964583321.5841025992.1931871882.401050422.142924956101103310452997114485348865389709291475000016188524133286942365625884706047725516346281792739220000002200000011000000WISeKey
has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed
between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each
tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from
issuance36745802500220000220000145953183901200871WISeKey has the right to request L1 to subscribe for four L1 Accelerated Tranches of between
USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by
WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the L1 Accelerated Tranches issued under
the L1 First Amendment remain the same as the terms and conditions of the L1 Facility except for the conversion price of the L1 Accelerated
Tranches which is set at 90% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on the SIX Swiss Exchange
during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount1100000018170775.002962081.391135467827966010000001732675.00354621.2510772653186910000002077265.00338771.1210774083048520000003842615.00627771.1221545565662410000002092875.00297921.07510777082690010000002873455.00217560.814107740419793820000053000001185883118552832542413769835000000350000038840331115972200000011000000WISeKey
has the right to request Anson to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed
between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each
tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption
right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from
issuance (the “Anson Conversion Period”). Conversion takes place upon request by Anson during the Anson Conversion
Period, but in any case no later than at the expiry of the Anson Conversion Period. Each calendar month, Anson can request
conversion of up to 12.5% of the principal amount of all issued tranches at a conversion price of 95% of the lowest daily
volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the
relevant conversion date, and, should Anson wish to convert more than 12.5% of the principal amount of all issued tranches in a
calendar month, the conversion price for the additional converted amounts is set at the higher of (i) the Fixed Conversion price
applicable to relevant tranche, and (ii) 95% of the lowest daily volume-weighted average price of a Class B Share as traded on the
SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date4197802500220000145953183901200871WISeKey has the right to request Anson to subscribe for four Anson Accelerated Tranches
of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined
by WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the Anson Accelerated Tranches issued
under the Anson First Amendment remain the same as the terms and conditions of the Anson Facility except for the conversion price of the
Anson Accelerated Tranches which is set at 90% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX
Swiss Exchange during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount1100000018170775.002962081.391135467827966027500004764865.00975201.2528226139183827500005283595.00863181.12282278981597980000082282622484491182876550000067000007628585937142<p id="xdx_80E_ecustom--IndebtednessToRelatedPartiesNoncurrentTextBlock_zpzd3sRQuCxa" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 28.</span> <span id="xdx_82A_zCOusuHCJB2a">Indebtedness to related parties, noncurrent</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On May 27, 2020, Aquilon Invest GmbH entered into
a loan agreement with arago GmbH for an amount of EUR <span id="xdx_906_eus-gaap--ProceedsFromRelatedPartyDebt_pp0p0_uEUR_c20200501__20200527__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoGmbhMember_zLsYchpPSxa1" title="Proceeds from related party debt">1,918,047</span>.09. Aquilon Invest GmbH, a company wholly-owned by the Managing Director
of arago GmbH, Hans- Christian Boos, is a minority shareholder of arago GmbH.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The loan carries an interest rate of <span id="xdx_906_eus-gaap--RelatedPartyTransactionRate_pid_dp_c20200501__20200527__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoGmbhMember_zSpduQYQt7A4" title="Interest rate">6</span>% per annum
payable annually in arrears. The loan matures on <span id="xdx_905_eus-gaap--RelatedPartyTransactionDate_dd_c20200501__20200527__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoGmbhMember_zPw3SKQQcpRi" title="Maturity date">May 26, 2025</span> but arago GmbH may repay it in part or in full at any time before maturity.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, the balance of the loan
and accrued interests due by arago GmbH to Hans-Christian Boos as ultimate beneficiary was EUR <span id="xdx_902_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_pp0p0_uEUR_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoGmbhMember_zwPKXjw2cOv2" title="Related party balance">2,105,407</span> (USD <span id="xdx_903_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_pp0p0_uUSD_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoGmbhMember_zpKoZM0Txwr1" title="Related party balance">2,395,219</span>).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
19180470.062025-05-2621054072395219<p id="xdx_800_eus-gaap--CompensationAndEmployeeBenefitPlansTextBlock_z7GxFLmz43c5" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 29.</span> <span id="xdx_827_zflIWe8ySVY5">Employee benefit plans</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Defined benefit post-retirement plan</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group maintains three pension plans: one maintained
by WISeKey SA and one by WISeKey International Holding Ltd, both covering its employees in Switzerland, as well as one maintained by WISeKey
Semiconductors SAS covering WISeKey’s French employees.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All plans are considered defined benefit plans
and accounted for in accordance with ASC 715 Compensation – Retirement Benefits. This model allocates pension costs over the
service period of employees in the plan. The underlying principle is that employees render services ratably over this period, and therefore,
the income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status or difference
between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding
adjustment recorded in the net loss. If the projected benefit obligation exceeds the fair value of the plan assets, then that difference
or unfunded status represents the pension liability.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group records net service cost as an operating
expense and other components of defined benefit plans as a non-operating expense in the statement of comprehensive loss.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The liabilities and annual income or expense of
the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which are the
discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair value of plan assets is determined
based on prevailing market prices.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The defined benefit pension plan maintained by
WISeKey Semiconductors SAS, and their obligations to employees in terms of retirement benefits, is limited to a lump sum payment based
on remuneration and length of service, determined for each employee. The plan is not funded.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The pension liability calculated as at December
31, 2021 is based on annual personnel costs and assumptions as of December 31, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_882_eus-gaap--ScheduleOfAmountsRecognizedInBalanceSheetTableTextBlock_pn3n3_zy9O86CQ2IBh" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Employee Benefit Plans - Schedule of Defined Benefit Plan Liabilities (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 53%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Personnel Costs</b></span></td>
<td id="xdx_49E_20210101__20211231_zgW7FBRvLTNg" style="white-space: nowrap; width: 13%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_497_20200101__20201231_zLHxXXC5bJV1" style="white-space: nowrap; width: 13%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_492_20190101__20191231_ze1yOQGvLBv7" style="white-space: nowrap; width: 13%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr id="xdx_400_eus-gaap--LaborAndRelatedExpense_pn3n3_maCzpUe_z0459mMHF3gi" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Wages and Salaries</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 12,208 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 12,145 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 11,161 </span></td></tr>
<tr id="xdx_40E_ecustom--DefinedBenefitPlanSocialSecurityContributions_pn3n3_maCzpUe_zJWsyDiKRp6d" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Social security contributions</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 3,320 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 3,230 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 2,813 </span></td></tr>
<tr id="xdx_40D_eus-gaap--DefinedBenefitPlanServiceCost_pn3n3_maCzpUe_zr5WLxxFRIHl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net service costs</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 671 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 646 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 281 </span></td></tr>
<tr id="xdx_402_eus-gaap--DefinedBenefitPlanOtherCosts_pn3n3_maCzpUe_zU58sUrXnRjj" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other components of defined benefit plans, net</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(78)</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 248 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 132 </span></td></tr>
<tr id="xdx_401_eus-gaap--EmployeeBenefitsAndShareBasedCompensation_iT_pn3n3_mtCzpUe_zfIJWxaeuZ74" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 16,121 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 16,268 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 14,387 </b></span></td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_886_eus-gaap--ScheduleOfAssumptionsUsedTableTextBlock_zFGZ6cmVKZdb" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Employee Benefit Plans - Schedule of Assumptions (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"> </td>
<td colspan="7" style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 27%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Assumptions</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 8%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 14%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 8%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 14%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 8%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 14%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 7%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>France</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Switzerland</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>France</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Switzerland</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>France</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Switzerland</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>India</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Discount rate</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20210101__20211231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationFranceMember_zzEQhS4J2cel" title="Discount rate">0.75</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_908_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20210101__20211231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zDowtxLDcNFf" title="Discount rate">0.33</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90D_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20200101__20201231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationFranceMember_zScrPDHC3IBi" title="Discount rate">0.30</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_909_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20200101__20201231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_z1NvBOSFBWMl" title="Discount rate">0.15</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationFranceMember_zVlR1BFO0cL6" title="Discount rate">0.70</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zuO0DKFZOvk4" title="Discount rate">0.25</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_900_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationIndiaMember_zBJDpDi9Cftl" title="Discount rate">7.30</span>%</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected rate of return on plan assets</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">n/a</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90D_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets_pid_dp_c20210101__20211231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zw3Gtgny97l5" title="Expected rate of return on plan assets">1.50</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">n/a</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_908_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets_pid_dp_c20200101__20201231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zdCyThZqLh6g" title="Expected rate of return on plan assets">1.50</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">n/a</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_903_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zTpftk2lyze" title="Expected rate of return on plan assets">1.50</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">n/a</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Salary increases</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_901_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20210101__20211231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationFranceMember_zh4vFBjzdfy7" title="Salary increases">3</span>%</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20210101__20211231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zWy8BOZzPpq4" title="Salary increases">1.50</span>%</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90E_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20200101__20201231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationFranceMember_zZRjzFOWaJsg" title="Salary increases">3</span>%</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_907_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20200101__20201231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zR88bLMCOknk" title="Salary increases">1.50</span>%</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_905_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationFranceMember_zfLneI4lK7Pj" title="Salary increases">3</span>%</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90D_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zHF7fSgZgLp6" title="Salary increases">1.50</span>%</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90A_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationIndiaMember_z8ZYIGglxqZ6" title="Salary increases">9</span>%</span></td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> <span id="xdx_914_eus-gaap--DomesticPlanMember_zNX5lmTmpZua" style="display: none">Switzerland</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">For WISeKey SA and WISeKey International Holding
Ltd’s funded plans, the expected long-term rate of return on assets is based on the pension fund policy which is based on approximately
+0.5% in addition to the minimum interest by law in Switzerland (<b>“Min LPP”</b>). In 2021, Min LPP is 1.0% hence an assumption
of 1.5%.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p id="xdx_89A_eus-gaap--ScheduleOfChangesInFairValueOfPlanAssetsTableTextBlock_z25IaNEjLu32" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">As at December 31, 2020 the Group’s accumulated
benefit obligation amounted to USD <span id="xdx_90A_eus-gaap--DefinedBenefitPlanAccumulatedBenefitObligation_iI_pp0p0_c20211231_zk9aI2lOBjZk" title="Accumulated benefit obligation">16,452,000</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_8BB_zsfKduiViNIf" style="display: none">Employee Benefit Plans - Schedule of Changes
in Fair Value of Plan Assets</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 53%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Reconciliation to Balance Sheet start of year</b></span></td>
<td id="xdx_49C_20210101__20211231_zA5fc8J0fFU1" style="white-space: nowrap; width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_492_20200101__20201231_zGVL4O9KLlGc" style="white-space: nowrap; width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_49F_20190101__20191231_zEgXfAoublId" style="white-space: nowrap; width: 13%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal year</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--DefinedBenefitPlanFairValueOfPlanAssets_iS_pn3n3_zoHkocmCPfzb" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value of plan assets</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12,332)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(10,686)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(8,275)</span></td></tr>
<tr id="xdx_403_eus-gaap--DefinedBenefitPlanBenefitObligation_iS_pn3n3_zSN6dvBvaUa2" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Projected benefit obligation</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,100</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">17,566</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,740</span></td></tr>
<tr id="xdx_40A_eus-gaap--DefinedBenefitPlanFundedStatusOfPlan_iS_pn3n3_zRcA9ytplZDc" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Surplus/deficit</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,768</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,880</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,465</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_40F_eus-gaap--DefinedBenefitPlanAmountsRecognizedInBalanceSheet_iS_pn3n3_zf5i6qb0fMc7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Opening balance sheet asset/provision (funded status)</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,768</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,880</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,465</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_407_ecustom--ReconciliationOfBenefitObligationAbstract_iB_zGEvLp5elEjg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Reconciliation of benefit obligation during the year</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_40F_eus-gaap--DefinedBenefitPlanBenefitObligation_i01S_pn3n3_zbcs71xai8b2" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Projected benefit obligation at start of year</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,100</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">17,566</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,740</span></td></tr>
<tr id="xdx_409_ecustom--DefinedBenefitPlanNetServiceCost_i01_pn3n3_zFwbiBSpe1ra" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net Service cost</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">263</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">436</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">412</span></td></tr>
<tr id="xdx_401_eus-gaap--DefinedBenefitPlanInterestCost_i01_pn3n3_z0Nq73T0XQEd" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Interest expense</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">50</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">107</span></td></tr>
<tr id="xdx_40A_eus-gaap--DefinedBenefitPlanBenefitObligationContributionsByPlanParticipant_i01_pn3n3_zVCwJ0yvpLLl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Plan participant contributions</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">153</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">141</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">216</span></td></tr>
<tr id="xdx_407_ecustom--NetBenefitsPaidToParticipants_i01N_pn3n3_di_zb2rBo2pE3Ak" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net benefits paid to participants</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(278)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(8)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,377</span></td></tr>
<tr id="xdx_40A_ecustom--PriorServiceCosts_i01N_pn3n3_di_zJiB10fm69f" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prior service costs</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(123)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(698)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_40F_eus-gaap--DefinedBenefitPlanActuarialGainLoss_i01_pn3n3_zrsgAa7oFa2l" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Actuarial losses/(gains) </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,407)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(74)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,487</span></td></tr>
<tr id="xdx_402_eus-gaap--DefinedBenefitPlanAccumulatedBenefitObligationIncreaseDecreaseForSettlementAndCurtailment_i01N_pn3n3_di_z6utI5aXc111" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Curtailment & Settlement</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(194)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_404_ecustom--EmployeeBenefitPlansReclassifications_i01N_pn3n3_di_zLrkzGNiNY71" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Reclassifications</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_400_eus-gaap--DefinedBenefitPlanForeignCurrencyExchangeRateChangesBenefitObligation_i01_pn3n3_zyhILY4RHZc1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(605)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,689</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">227</span></td></tr>
<tr id="xdx_407_eus-gaap--DefinedBenefitPlanBenefitObligation_i01E_pn3n3_zq8bjRLqm5ca" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Projected benefit obligation at end of year</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>16,938</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>19,100</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>17,566</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_40B_ecustom--ReconciliationOfPlanAssetsAbstract_iB_zGkvgl98CaDl" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Reconciliation of plan assets during year</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--DefinedBenefitPlanFairValueOfPlanAssets_i01S_pn3n3_z6ohvmjjytT3" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value of plan assets at start of year</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12,332)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(10,686)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(8,275)</span></td></tr>
<tr id="xdx_407_eus-gaap--DefinedBenefitPlanContributionsByEmployer_i01N_pn3n3_di_zPsu6ovuwcdc" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Employer contributions paid over the year </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(263)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(244)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(347)</span></td></tr>
<tr id="xdx_40C_eus-gaap--DefinedBenefitPlanPlanAssetsContributionsByPlanParticipant_i01N_pn3n3_di_zR91gZaNruD5" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Plan participant contributions</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(153)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(141)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(216)</span></td></tr>
<tr id="xdx_406_ecustom--NetBenefitsPaidToParticipantsReconciliation_i01N_pn3n3_di_zsrOKTUwaAOl" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net benefits paid to participants</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">162</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(22)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,401)</span></td></tr>
<tr id="xdx_40C_ecustom--DefinedBenefitPlanPlanAssetsInterestIncome_i01_pn3n3_zdfKe9C7sUuf" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Interest income</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(177)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(167)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(123)</span></td></tr>
<tr id="xdx_405_eus-gaap--DefinedBenefitPlanActualReturnOnPlanAssets_i01N_pn3n3_di_z4OkEfv3zHs4" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Return in plan assets, excl. amounts included in net interest</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">224</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(29)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(136)</span></td></tr>
<tr id="xdx_404_eus-gaap--DefinedBenefitPlanPlanAssetsForeignCurrencyTranslationGainLoss_i01_pn3n3_zdMLd17XhF45" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">370</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,043)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(188)</span></td></tr>
<tr id="xdx_404_eus-gaap--DefinedBenefitPlanFairValueOfPlanAssets_i01E_pn3n3_zVcLkNoKNcIb" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fair value of plan assets at end of year</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(12,169)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(12,332)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(10,686)</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_40F_ecustom--ReconcilationToBalanceSheetEndOfYearAbstract_iB_zcGC8XLaaq8a" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Reconcilation to balance sheet end of year</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--DefinedBenefitPlanFairValueOfPlanAssets_i01E_pn3n3_zWog9w9lqWgb" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value of plan assets</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12,169)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12,332)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(10,686)</span></td></tr>
<tr id="xdx_409_eus-gaap--DefinedBenefitPlanBenefitObligation_i01E_pn3n3_zucEUexkFr73" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Defined benefit obligation - funded plans</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">16,938</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,100</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">17,566</span></td></tr>
<tr id="xdx_403_eus-gaap--DefinedBenefitPlanFundedStatusOfPlan_i01E_pn3n3_zr0bb7ZPeuSf" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Surplus/deficit</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,769</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,768</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,880</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--DefinedBenefitPlanAmountsRecognizedInBalanceSheet_iE_pn3n3_zloHBGdRss04" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Closing balance sheet asset/provision (funded status)</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,769</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,768</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,880</b></span></td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_883_eus-gaap--ScheduleOfDefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeLossTableTextBlock_pn3n3_zTgbHPues2k2" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Employee Benefit Plans - Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) (Details)">
<tr style="vertical-align: bottom">
<td style="width: 53%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year</b></span></td>
<td id="xdx_496_20210101__20211231_z0xLLpVfQ3Lf" style="width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_498_20200101__20201231_z7II8aRX8gHk" style="width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_494_20190101__20191231_zEwdge6sFpQc" style="width: 13%; text-align: left"> </td></tr>
<tr id="xdx_409_ecustom--EstimatedDefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeNetPriorServiceCostCreditBeforeTax_zn3p6zbWaKfg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net loss (gain)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">270</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">286</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">283</span></td></tr>
<tr id="xdx_401_ecustom--EstimatedDefinedBenefitPlanAmortizationOfTransitionAssetObligation_zdYW2KdxddQa" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unrecognized transition (asset)/obligation</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_40A_ecustom--EstimatedDefinedBenefitPlanPriorServiceCostCredit_zussBKJoDIyf" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prior service cost/(credit)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"> </td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"/>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr id="xdx_407_ecustom--AmountsRecognizedInAccumulatedOciAbstract_iB_z4gbOoJfH5He" style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 53%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Amounts recognized in accumulated OCI</b></span></td>
<td style="white-space: nowrap; width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td style="white-space: nowrap; width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td style="white-space: nowrap; width: 13%; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--DefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeNetPriorServiceCostCreditBeforeTax_i01_zXq47M5Tnvb6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net loss (gain)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,651</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,237</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,258</span></td></tr>
<tr id="xdx_40C_eus-gaap--DefinedBenefitPlanAmortizationOfTransitionAssetObligation_i01_zoY73w8pLD8b" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unrecognized transition (asset)/obligation</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_401_ecustom--DefinedBenefitPlanPriorServiceCostCredit_i01_zZFqslJ5wkKh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prior service cost/(credit)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(537)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(440)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">300</span></td></tr>
<tr id="xdx_406_ecustom--DefinedBenefitPlanDeficit_i01_z1qbLPoHhNW1" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Deficit</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2,114</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>3,797</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,558</b></span></td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<p style="margin-top: 0; margin-bottom: 0"/>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_886_eus-gaap--ScheduleOfChangesInProjectedBenefitObligationsTableTextBlock_pn3n3_zyQAAqJUS71g" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 53%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Movement in Funded Status</b></span></td>
<td id="xdx_49E_20210101__20211231_z1n3i4Dhv79l" style="white-space: nowrap; width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_49F_20200101__20201231_zPaZYHj7YX09" style="white-space: nowrap; width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_496_20190101__20191231_zUrrzYF2Jq4l" style="white-space: nowrap; width: 13%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal year</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--DefinedBenefitPlanAmountsRecognizedInBalanceSheet_iS_zVo26hUQGSYh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Opening balance sheet liability (funded status)</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,768</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,880</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,465</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_402_ecustom--DefinedBenefitPlanNetServiceCost_zOnnQZ1NEI0l" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net Service cost</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">263</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">436</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">412</span></td></tr>
<tr id="xdx_403_eus-gaap--DefinedBenefitPlanInterestCost_z5e6RTK7T1S7" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Interest cost/(credit)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">50</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">107</span></td></tr>
<tr id="xdx_407_ecustom--DefinedBenefitPlanPlanAssetsInterestIncome_zYOLOjguLKQ1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected return on Assets</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(177)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(167)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(123)</span></td></tr>
<tr id="xdx_40A_eus-gaap--DefinedBenefitPlanAmortizationOfGainsLosses_zNjm6zV6RXJj" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization on Net (gain)/loss</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">270</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">284</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">88</span></td></tr>
<tr id="xdx_40E_eus-gaap--DefinedBenefitPlanAmortizationOfPriorServiceCostCredit_zDntj8Qhvuqj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization on Prior service cost/(credit)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">62</span></td></tr>
<tr id="xdx_40F_eus-gaap--DefinedBenefitPlanAccumulatedBenefitObligationIncreaseDecreaseForSettlementAndCurtailment_iN_di_zzrUalarZ4m9" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Settlement / curtailment cost / (credit)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(194)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_40A_ecustom--DefinedBenefitPlanForeignCurrencyTranslationAdjustment_zlXUfqgP6h9e" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">20</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td></tr>
<tr id="xdx_40E_eus-gaap--DefinedBenefitPlanNetPeriodicBenefitCost_zlyaWpPtMW21" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total Net Periodic Benefit Cost/(credit)</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>185</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>684</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>544</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_401_ecustom--DefinedBenefitPlanActuarialGainLossOnLiabilitiesDueToExperience_z9L1YdboHKtl" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Actuarial (gain)/loss on liabilities due to experience</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(342)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(72)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,056</span></td></tr>
<tr id="xdx_40C_ecustom--DefinedBenefitPlanActuarialGainLossOnLiabilitiesFromChangeToFinAssumptions_zsmoDSWE6hRj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Actuarial gain/loss on liab. from changes to fin. assump</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(420)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,431</span></td></tr>
<tr id="xdx_401_ecustom--DefinedBenefitPlanActuarialGainLossOnLiabilitiesFromChangeToDemoAssumptions_zqBFDWVqXNs9" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Actuarial (gain)/loss on liab. from changes to demo. assump</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(645)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_40B_eus-gaap--DefinedBenefitPlanActualReturnOnPlanAssets_iN_di_zTyQVU4P5HUc" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Return in plan assets, excl. amounts included in net interest</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">224</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(29)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(136)</span></td></tr>
<tr id="xdx_40D_ecustom--EmployeeBenefitPlanPriorServiceCostCredit_zgeErktQ3p6c" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prior service cost/(credit)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(123)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(698)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_40E_eus-gaap--DefinedBenefitPlanAmortizationOfGainsLosses_iN_di_zEuy6xPV9ZQe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization on Net (gain)/loss</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(270)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(284)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(88)</span></td></tr>
<tr id="xdx_402_eus-gaap--DefinedBenefitPlanAmortizationOfPriorServiceCostCredit_iN_di_z8VrMvVFYSL" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization on Prior service cost/(credit)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(61)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(62)</span></td></tr>
<tr id="xdx_407_ecustom--DefinedBenefitPlanCurrencyTranslationAdjustment_z1JaoaGtoZtc" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(8)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(45)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td></tr>
<tr id="xdx_404_ecustom--DefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeNetPriorServiceCostCredit_zaBLVV3KSajb" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total gain/loss recognized via OCI</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(1,572)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(1,189)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2,200</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_406_ecustom--DefinedBenefitPlanEmployerContributions_zjuBH4DRPfrb" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Employer contributions paid in the year + Cashflow required to pay benefit payments</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(379)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(274)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(371)</span></td></tr>
<tr id="xdx_409_ecustom--DefinedBenefitPlanEmployerContributions_z30dy6ezvvrl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total cashflow</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(379)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(274)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(371)</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_400_ecustom--DefinedBenefitPlanCurrencyTranslationBalanceSheetAdjustment_z8R7OrVxFtCh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Currency translation adjustment</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(233)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">669</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">43</span></td></tr>
<tr id="xdx_40F_ecustom--EmployeeBenefitPlansReclassifications_iN_di_z2I8knZTpHYh" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Reclassification</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_408_eus-gaap--DefinedBenefitPlanAmountsRecognizedInBalanceSheet_iE_z50OUEBEnFZg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Closing balance sheet liability (funded status)</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,769</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,768</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,880</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_400_ecustom--ReconciliationOfNetGainLossAbstract_iB_zJoLzCJ0zz1k" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Reconciliation of Net Gain / Loss</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_409_ecustom--DefinedBenefitPlanNetGainLoss_i01S_zy5bkYu8LcGc" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amount at beginning of year</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,237</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,258</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,964</span></td></tr>
<tr id="xdx_400_ecustom--DefinedBenefitPlanNetGainAmortization_i01_zDiSBvOBdJ9e" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization during the year</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(270)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(284)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(86)</span></td></tr>
<tr id="xdx_402_eus-gaap--DefinedBenefitPlanActualReturnOnPlanAssets_i01N_di_zaJXcELqwgCa" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Asset (gain) / loss</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">224</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(29)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(136)</span></td></tr>
<tr id="xdx_407_ecustom--DefinedBenefitPlanLiabilityNetGainLoss_i01_zcVdzF86guS1" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Liability (gain) / loss</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,407)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(72)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,487</span></td></tr>
<tr id="xdx_40D_ecustom--EmployeeBenefitPlansReclassifications_i01N_di_zUr22K7Pfdd7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Reclassifications</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_408_ecustom--DefinedBenefitPlanNetGainLossCurrencyTranslationAdjustment_i01_zZwvAj4ScPmg" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(133)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">366</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29</span></td></tr>
<tr id="xdx_407_ecustom--DefinedBenefitPlanNetGainLoss_i01E_zYSQQ6ZLC5F7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Amount at year-end</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2,651</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,237</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,258</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_403_ecustom--ReconciliationOfPriorServiceCostCreditAbstract_iB_zeQXw17VQV9c" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Reconciliation of prior service cost/(credit)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_40B_ecustom--DefinedBenefitPlanPriorServiceCostsCredits_i01S_zf35kVKpRmW1" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amount at beginning of year</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(440)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">300</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">357</span></td></tr>
<tr id="xdx_40B_ecustom--DefinedBenefitPlanPriorServiceCostsCreditsAmortization_i01_z4DpoUZXnsf1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization during the year</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(61)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(62)</span></td></tr>
<tr id="xdx_401_ecustom--EmployeeBenefitPlanPriorServiceCostCredit_i01_zOSpwPyZnfA9" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prior service costs for the current period</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(123)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(698)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_40C_ecustom--DefinedBenefitPlanPriorServiceCostsCreditsCurrencyTranslationAdjustment_i01_zuaVxUBuOm5f" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">14</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5</span></td></tr>
<tr id="xdx_405_ecustom--DefinedBenefitPlanPriorServiceCostsCredits_i01E_zPYSypf3UCS4" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Amount at year-end</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(537)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(440)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>300</b></span></td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All of the assets are held under the collective
contract by the plan’s re-insurer company and are invested in a mix of Swiss and International bond and equity securities. In line
with ASC 820’s three-tier fair value hierarchy, pension assets belong to the fair value level 2.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_892_eus-gaap--ScheduleOfExpectedBenefitPaymentsTableTextBlock_zk83jf4rPWG7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The table below shows the breakdown of expected
future contributions payable to the Plan :</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B8_zP29CTF8USTe" style="display: none">Employee Benefit Plans - Schedule of
Future Contributions Payable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 90%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; width: 63%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Period<br/>
USD'000</b></span></td>
<td id="xdx_48F_eus-gaap--DefinedBenefitPlanExpectedFutureEmployerContributionsNextFiscalYear_iI_pn3n3_d0_hus-gaap--RetirementPlanFundingStatusAxis__custom--SponsorLocationFranceMember_z68MwxhYbpF4" style="border-bottom: Black 1pt solid; white-space: nowrap; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>France</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 5%; text-align: center"> </td>
<td id="xdx_485_eus-gaap--DefinedBenefitPlanExpectedFutureEmployerContributionsNextFiscalYear_iI_pn3n3_d0_hus-gaap--RetirementPlanFundingStatusAxis__us-gaap--DomesticPlanMember_z9FDcDdVBqG9" style="border-bottom: Black 1pt solid; white-space: nowrap; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Switzerland</b></span></td></tr>
<tr id="xdx_411_20221231_zmVK3pAoV7S8" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 25 </span></td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 1,862 </span></td></tr>
<tr id="xdx_410_20231231_z1RLdHWrGc8d" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 28 </span></td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 410 </span></td></tr>
<tr id="xdx_41B_20241231_zNiUyNzC6iO8" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2024</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 7 </span></td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 1,986 </span></td></tr>
<tr id="xdx_410_20251231_zeLZluevPaQ5" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2025</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 23 </span></td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 504 </span></td></tr>
<tr id="xdx_418_20261231_zKVnBWH7ozab" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2026</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 52 </span></td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 498 </span></td></tr>
<tr id="xdx_414_20271231_zCU9mcARnoBi" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2027 to 2031</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 420 </span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"> </td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 2,757 </span></td></tr>
</table>
<p id="xdx_8A4_zCIDRJI6taTl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group expects to make contributions of approximately
$<span id="xdx_901_eus-gaap--DefinedBenefitPlanExpectedFutureEmployerContributionsNextFiscalYear_iI_pp0p0_c20211231_zZZYllIeN4O3" title="Expected future contributions payable">263,000</span> in 2022.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There are no plan assets expected to be returned
to the employer during the 12-month period following December 31, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_882_eus-gaap--ScheduleOfAmountsRecognizedInBalanceSheetTableTextBlock_pn3n3_zy9O86CQ2IBh" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Employee Benefit Plans - Schedule of Defined Benefit Plan Liabilities (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 53%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Personnel Costs</b></span></td>
<td id="xdx_49E_20210101__20211231_zgW7FBRvLTNg" style="white-space: nowrap; width: 13%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_497_20200101__20201231_zLHxXXC5bJV1" style="white-space: nowrap; width: 13%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_492_20190101__20191231_ze1yOQGvLBv7" style="white-space: nowrap; width: 13%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr id="xdx_400_eus-gaap--LaborAndRelatedExpense_pn3n3_maCzpUe_z0459mMHF3gi" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Wages and Salaries</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 12,208 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 12,145 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 11,161 </span></td></tr>
<tr id="xdx_40E_ecustom--DefinedBenefitPlanSocialSecurityContributions_pn3n3_maCzpUe_zJWsyDiKRp6d" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Social security contributions</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 3,320 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 3,230 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 2,813 </span></td></tr>
<tr id="xdx_40D_eus-gaap--DefinedBenefitPlanServiceCost_pn3n3_maCzpUe_zr5WLxxFRIHl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net service costs</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 671 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 646 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 281 </span></td></tr>
<tr id="xdx_402_eus-gaap--DefinedBenefitPlanOtherCosts_pn3n3_maCzpUe_zU58sUrXnRjj" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other components of defined benefit plans, net</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(78)</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 248 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 132 </span></td></tr>
<tr id="xdx_401_eus-gaap--EmployeeBenefitsAndShareBasedCompensation_iT_pn3n3_mtCzpUe_zfIJWxaeuZ74" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 16,121 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 16,268 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 14,387 </b></span></td></tr>
</table>122080001214500011161000332000032300002813000671000646000281000-78000248000132000161210001626800014387000<table cellpadding="0" cellspacing="0" id="xdx_886_eus-gaap--ScheduleOfAssumptionsUsedTableTextBlock_zFGZ6cmVKZdb" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Employee Benefit Plans - Schedule of Assumptions (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="vertical-align: middle; white-space: nowrap; text-align: left"> </td>
<td colspan="7" style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 27%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Assumptions</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 8%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 14%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 8%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 14%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 8%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 14%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 7%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>France</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Switzerland</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>France</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Switzerland</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>France</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Switzerland</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>India</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Discount rate</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20210101__20211231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationFranceMember_zzEQhS4J2cel" title="Discount rate">0.75</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_908_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20210101__20211231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zDowtxLDcNFf" title="Discount rate">0.33</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90D_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20200101__20201231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationFranceMember_zScrPDHC3IBi" title="Discount rate">0.30</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_909_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20200101__20201231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_z1NvBOSFBWMl" title="Discount rate">0.15</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationFranceMember_zVlR1BFO0cL6" title="Discount rate">0.70</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_906_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zuO0DKFZOvk4" title="Discount rate">0.25</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_900_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostDiscountRate_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationIndiaMember_zBJDpDi9Cftl" title="Discount rate">7.30</span>%</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected rate of return on plan assets</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">n/a</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90D_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets_pid_dp_c20210101__20211231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zw3Gtgny97l5" title="Expected rate of return on plan assets">1.50</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">n/a</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_908_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets_pid_dp_c20200101__20201231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zdCyThZqLh6g" title="Expected rate of return on plan assets">1.50</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">n/a</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_903_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostExpectedLongTermReturnOnAssets_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zTpftk2lyze" title="Expected rate of return on plan assets">1.50</span>%</span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">n/a</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Salary increases</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_901_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20210101__20211231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationFranceMember_zh4vFBjzdfy7" title="Salary increases">3</span>%</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20210101__20211231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zWy8BOZzPpq4" title="Salary increases">1.50</span>%</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90E_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20200101__20201231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationFranceMember_zZRjzFOWaJsg" title="Salary increases">3</span>%</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_907_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20200101__20201231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zR88bLMCOknk" title="Salary increases">1.50</span>%</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_905_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationFranceMember_zfLneI4lK7Pj" title="Salary increases">3</span>%</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90D_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__us-gaap--DomesticPlanMember_zHF7fSgZgLp6" title="Salary increases">1.50</span>%</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90A_eus-gaap--DefinedBenefitPlanAssumptionsUsedCalculatingNetPeriodicBenefitCostRateOfCompensationIncrease_pid_dp_c20190101__20191231__custom--RetirementPlanAssumptionsAxis__custom--SponsorLocationIndiaMember_z8ZYIGglxqZ6" title="Salary increases">9</span>%</span></td></tr>
</table>0.00750.00330.00300.00150.00700.00250.07300.01500.01500.01500.030.01500.030.01500.030.01500.09<p id="xdx_89A_eus-gaap--ScheduleOfChangesInFairValueOfPlanAssetsTableTextBlock_z25IaNEjLu32" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">As at December 31, 2020 the Group’s accumulated
benefit obligation amounted to USD <span id="xdx_90A_eus-gaap--DefinedBenefitPlanAccumulatedBenefitObligation_iI_pp0p0_c20211231_zk9aI2lOBjZk" title="Accumulated benefit obligation">16,452,000</span>.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_8BB_zsfKduiViNIf" style="display: none">Employee Benefit Plans - Schedule of Changes
in Fair Value of Plan Assets</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 53%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Reconciliation to Balance Sheet start of year</b></span></td>
<td id="xdx_49C_20210101__20211231_zA5fc8J0fFU1" style="white-space: nowrap; width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_492_20200101__20201231_zGVL4O9KLlGc" style="white-space: nowrap; width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_49F_20190101__20191231_zEgXfAoublId" style="white-space: nowrap; width: 13%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal year</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--DefinedBenefitPlanFairValueOfPlanAssets_iS_pn3n3_zoHkocmCPfzb" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value of plan assets</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12,332)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(10,686)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(8,275)</span></td></tr>
<tr id="xdx_403_eus-gaap--DefinedBenefitPlanBenefitObligation_iS_pn3n3_zSN6dvBvaUa2" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Projected benefit obligation</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,100</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">17,566</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,740</span></td></tr>
<tr id="xdx_40A_eus-gaap--DefinedBenefitPlanFundedStatusOfPlan_iS_pn3n3_zRcA9ytplZDc" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Surplus/deficit</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,768</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,880</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,465</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_40F_eus-gaap--DefinedBenefitPlanAmountsRecognizedInBalanceSheet_iS_pn3n3_zf5i6qb0fMc7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Opening balance sheet asset/provision (funded status)</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,768</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,880</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,465</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_407_ecustom--ReconciliationOfBenefitObligationAbstract_iB_zGEvLp5elEjg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Reconciliation of benefit obligation during the year</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_40F_eus-gaap--DefinedBenefitPlanBenefitObligation_i01S_pn3n3_zbcs71xai8b2" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Projected benefit obligation at start of year</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,100</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">17,566</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,740</span></td></tr>
<tr id="xdx_409_ecustom--DefinedBenefitPlanNetServiceCost_i01_pn3n3_zFwbiBSpe1ra" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net Service cost</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">263</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">436</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">412</span></td></tr>
<tr id="xdx_401_eus-gaap--DefinedBenefitPlanInterestCost_i01_pn3n3_z0Nq73T0XQEd" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Interest expense</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">50</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">107</span></td></tr>
<tr id="xdx_40A_eus-gaap--DefinedBenefitPlanBenefitObligationContributionsByPlanParticipant_i01_pn3n3_zVCwJ0yvpLLl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Plan participant contributions</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">153</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">141</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">216</span></td></tr>
<tr id="xdx_407_ecustom--NetBenefitsPaidToParticipants_i01N_pn3n3_di_zb2rBo2pE3Ak" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net benefits paid to participants</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(278)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(8)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,377</span></td></tr>
<tr id="xdx_40A_ecustom--PriorServiceCosts_i01N_pn3n3_di_zJiB10fm69f" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prior service costs</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(123)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(698)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_40F_eus-gaap--DefinedBenefitPlanActuarialGainLoss_i01_pn3n3_zrsgAa7oFa2l" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Actuarial losses/(gains) </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,407)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(74)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,487</span></td></tr>
<tr id="xdx_402_eus-gaap--DefinedBenefitPlanAccumulatedBenefitObligationIncreaseDecreaseForSettlementAndCurtailment_i01N_pn3n3_di_z6utI5aXc111" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Curtailment & Settlement</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(194)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_404_ecustom--EmployeeBenefitPlansReclassifications_i01N_pn3n3_di_zLrkzGNiNY71" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Reclassifications</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_400_eus-gaap--DefinedBenefitPlanForeignCurrencyExchangeRateChangesBenefitObligation_i01_pn3n3_zyhILY4RHZc1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(605)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,689</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">227</span></td></tr>
<tr id="xdx_407_eus-gaap--DefinedBenefitPlanBenefitObligation_i01E_pn3n3_zq8bjRLqm5ca" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Projected benefit obligation at end of year</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>16,938</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>19,100</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>17,566</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_40B_ecustom--ReconciliationOfPlanAssetsAbstract_iB_zGkvgl98CaDl" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Reconciliation of plan assets during year</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--DefinedBenefitPlanFairValueOfPlanAssets_i01S_pn3n3_z6ohvmjjytT3" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value of plan assets at start of year</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12,332)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(10,686)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(8,275)</span></td></tr>
<tr id="xdx_407_eus-gaap--DefinedBenefitPlanContributionsByEmployer_i01N_pn3n3_di_zPsu6ovuwcdc" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Employer contributions paid over the year </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(263)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(244)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(347)</span></td></tr>
<tr id="xdx_40C_eus-gaap--DefinedBenefitPlanPlanAssetsContributionsByPlanParticipant_i01N_pn3n3_di_zR91gZaNruD5" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Plan participant contributions</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(153)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(141)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(216)</span></td></tr>
<tr id="xdx_406_ecustom--NetBenefitsPaidToParticipantsReconciliation_i01N_pn3n3_di_zsrOKTUwaAOl" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net benefits paid to participants</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">162</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(22)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,401)</span></td></tr>
<tr id="xdx_40C_ecustom--DefinedBenefitPlanPlanAssetsInterestIncome_i01_pn3n3_zdfKe9C7sUuf" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Interest income</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(177)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(167)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(123)</span></td></tr>
<tr id="xdx_405_eus-gaap--DefinedBenefitPlanActualReturnOnPlanAssets_i01N_pn3n3_di_z4OkEfv3zHs4" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Return in plan assets, excl. amounts included in net interest</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">224</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(29)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(136)</span></td></tr>
<tr id="xdx_404_eus-gaap--DefinedBenefitPlanPlanAssetsForeignCurrencyTranslationGainLoss_i01_pn3n3_zdMLd17XhF45" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">370</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,043)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(188)</span></td></tr>
<tr id="xdx_404_eus-gaap--DefinedBenefitPlanFairValueOfPlanAssets_i01E_pn3n3_zVcLkNoKNcIb" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fair value of plan assets at end of year</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(12,169)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(12,332)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(10,686)</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_40F_ecustom--ReconcilationToBalanceSheetEndOfYearAbstract_iB_zcGC8XLaaq8a" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Reconcilation to balance sheet end of year</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--DefinedBenefitPlanFairValueOfPlanAssets_i01E_pn3n3_zWog9w9lqWgb" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value of plan assets</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12,169)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12,332)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(10,686)</span></td></tr>
<tr id="xdx_409_eus-gaap--DefinedBenefitPlanBenefitObligation_i01E_pn3n3_zucEUexkFr73" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Defined benefit obligation - funded plans</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">16,938</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,100</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">17,566</span></td></tr>
<tr id="xdx_403_eus-gaap--DefinedBenefitPlanFundedStatusOfPlan_i01E_pn3n3_zr0bb7ZPeuSf" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Surplus/deficit</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,769</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,768</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,880</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--DefinedBenefitPlanAmountsRecognizedInBalanceSheet_iE_pn3n3_zloHBGdRss04" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Closing balance sheet asset/provision (funded status)</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,769</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,768</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,880</b></span></td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
-12332000-10686000-827500019100000175660001274000067680006880000446500067680006880000446500019100000175660001274000026300043600041200029000500001070001530001410002160002780008000-1377000123000698000-0-1407000-740002487000194000-0-0-02000-0-6050001689000227000169380001910000017566000-12332000-10686000-8275000263000244000347000153000141000216000-162000220001401000-177000-167000-123000-22400029000136000370000-1043000-188000-12169000-12332000-10686000-12169000-12332000-10686000169380001910000017566000476900067680006880000476900067680006880000<table cellpadding="0" cellspacing="0" id="xdx_883_eus-gaap--ScheduleOfDefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeLossTableTextBlock_pn3n3_zTgbHPues2k2" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Employee Benefit Plans - Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) (Details)">
<tr style="vertical-align: bottom">
<td style="width: 53%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year</b></span></td>
<td id="xdx_496_20210101__20211231_z0xLLpVfQ3Lf" style="width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_498_20200101__20201231_z7II8aRX8gHk" style="width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_494_20190101__20191231_zEwdge6sFpQc" style="width: 13%; text-align: left"> </td></tr>
<tr id="xdx_409_ecustom--EstimatedDefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeNetPriorServiceCostCreditBeforeTax_zn3p6zbWaKfg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net loss (gain)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">270</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">286</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">283</span></td></tr>
<tr id="xdx_401_ecustom--EstimatedDefinedBenefitPlanAmortizationOfTransitionAssetObligation_zdYW2KdxddQa" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Unrecognized transition (asset)/obligation</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_40A_ecustom--EstimatedDefinedBenefitPlanPriorServiceCostCredit_zussBKJoDIyf" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prior service cost/(credit)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"> </td></tr>
</table>270000286000283000000-120006100061000265100042370004258000000-537000-440000300000211400037970004558000<table cellpadding="0" cellspacing="0" id="xdx_886_eus-gaap--ScheduleOfChangesInProjectedBenefitObligationsTableTextBlock_pn3n3_zyQAAqJUS71g" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 53%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Movement in Funded Status</b></span></td>
<td id="xdx_49E_20210101__20211231_z1n3i4Dhv79l" style="white-space: nowrap; width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_49F_20200101__20201231_zPaZYHj7YX09" style="white-space: nowrap; width: 13%; text-align: left"> </td>
<td style="white-space: nowrap; width: 4%; text-align: left"> </td>
<td id="xdx_496_20190101__20191231_zUrrzYF2Jq4l" style="white-space: nowrap; width: 13%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Fiscal year</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--DefinedBenefitPlanAmountsRecognizedInBalanceSheet_iS_zVo26hUQGSYh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Opening balance sheet liability (funded status)</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,768</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,880</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,465</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_402_ecustom--DefinedBenefitPlanNetServiceCost_zOnnQZ1NEI0l" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net Service cost</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">263</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">436</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">412</span></td></tr>
<tr id="xdx_403_eus-gaap--DefinedBenefitPlanInterestCost_z5e6RTK7T1S7" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Interest cost/(credit)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">50</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">107</span></td></tr>
<tr id="xdx_407_ecustom--DefinedBenefitPlanPlanAssetsInterestIncome_zYOLOjguLKQ1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expected return on Assets</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(177)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(167)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(123)</span></td></tr>
<tr id="xdx_40A_eus-gaap--DefinedBenefitPlanAmortizationOfGainsLosses_zNjm6zV6RXJj" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization on Net (gain)/loss</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">270</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">284</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">88</span></td></tr>
<tr id="xdx_40E_eus-gaap--DefinedBenefitPlanAmortizationOfPriorServiceCostCredit_zDntj8Qhvuqj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization on Prior service cost/(credit)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">62</span></td></tr>
<tr id="xdx_40F_eus-gaap--DefinedBenefitPlanAccumulatedBenefitObligationIncreaseDecreaseForSettlementAndCurtailment_iN_di_zzrUalarZ4m9" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Settlement / curtailment cost / (credit)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(194)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_40A_ecustom--DefinedBenefitPlanForeignCurrencyTranslationAdjustment_zlXUfqgP6h9e" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">20</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td></tr>
<tr id="xdx_40E_eus-gaap--DefinedBenefitPlanNetPeriodicBenefitCost_zlyaWpPtMW21" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total Net Periodic Benefit Cost/(credit)</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>185</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>684</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>544</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_401_ecustom--DefinedBenefitPlanActuarialGainLossOnLiabilitiesDueToExperience_z9L1YdboHKtl" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Actuarial (gain)/loss on liabilities due to experience</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(342)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(72)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,056</span></td></tr>
<tr id="xdx_40C_ecustom--DefinedBenefitPlanActuarialGainLossOnLiabilitiesFromChangeToFinAssumptions_zsmoDSWE6hRj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Actuarial gain/loss on liab. from changes to fin. assump</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(420)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,431</span></td></tr>
<tr id="xdx_401_ecustom--DefinedBenefitPlanActuarialGainLossOnLiabilitiesFromChangeToDemoAssumptions_zqBFDWVqXNs9" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Actuarial (gain)/loss on liab. from changes to demo. assump</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(645)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_40B_eus-gaap--DefinedBenefitPlanActualReturnOnPlanAssets_iN_di_zTyQVU4P5HUc" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Return in plan assets, excl. amounts included in net interest</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">224</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(29)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(136)</span></td></tr>
<tr id="xdx_40D_ecustom--EmployeeBenefitPlanPriorServiceCostCredit_zgeErktQ3p6c" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prior service cost/(credit)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(123)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(698)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_40E_eus-gaap--DefinedBenefitPlanAmortizationOfGainsLosses_iN_di_zEuy6xPV9ZQe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization on Net (gain)/loss</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(270)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(284)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(88)</span></td></tr>
<tr id="xdx_402_eus-gaap--DefinedBenefitPlanAmortizationOfPriorServiceCostCredit_iN_di_z8VrMvVFYSL" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization on Prior service cost/(credit)</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(61)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(62)</span></td></tr>
<tr id="xdx_407_ecustom--DefinedBenefitPlanCurrencyTranslationAdjustment_z1JaoaGtoZtc" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(8)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(45)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td></tr>
<tr id="xdx_404_ecustom--DefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeNetPriorServiceCostCredit_zaBLVV3KSajb" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total gain/loss recognized via OCI</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(1,572)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(1,189)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2,200</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_406_ecustom--DefinedBenefitPlanEmployerContributions_zjuBH4DRPfrb" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Employer contributions paid in the year + Cashflow required to pay benefit payments</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(379)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(274)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(371)</span></td></tr>
<tr id="xdx_409_ecustom--DefinedBenefitPlanEmployerContributions_z30dy6ezvvrl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total cashflow</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(379)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(274)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(371)</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_400_ecustom--DefinedBenefitPlanCurrencyTranslationBalanceSheetAdjustment_z8R7OrVxFtCh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Currency translation adjustment</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(233)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">669</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">43</span></td></tr>
<tr id="xdx_40F_ecustom--EmployeeBenefitPlansReclassifications_iN_di_z2I8knZTpHYh" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Reclassification</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_408_eus-gaap--DefinedBenefitPlanAmountsRecognizedInBalanceSheet_iE_z50OUEBEnFZg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Closing balance sheet liability (funded status)</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,769</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,768</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,880</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_400_ecustom--ReconciliationOfNetGainLossAbstract_iB_zJoLzCJ0zz1k" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Reconciliation of Net Gain / Loss</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_409_ecustom--DefinedBenefitPlanNetGainLoss_i01S_zy5bkYu8LcGc" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amount at beginning of year</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,237</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4,258</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,964</span></td></tr>
<tr id="xdx_400_ecustom--DefinedBenefitPlanNetGainAmortization_i01_zDiSBvOBdJ9e" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization during the year</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(270)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(284)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(86)</span></td></tr>
<tr id="xdx_402_eus-gaap--DefinedBenefitPlanActualReturnOnPlanAssets_i01N_di_zaJXcELqwgCa" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Asset (gain) / loss</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">224</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(29)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(136)</span></td></tr>
<tr id="xdx_407_ecustom--DefinedBenefitPlanLiabilityNetGainLoss_i01_zcVdzF86guS1" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Liability (gain) / loss</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,407)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(72)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,487</span></td></tr>
<tr id="xdx_40D_ecustom--EmployeeBenefitPlansReclassifications_i01N_di_zUr22K7Pfdd7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Reclassifications</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_408_ecustom--DefinedBenefitPlanNetGainLossCurrencyTranslationAdjustment_i01_zZwvAj4ScPmg" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(133)</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">366</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">29</span></td></tr>
<tr id="xdx_407_ecustom--DefinedBenefitPlanNetGainLoss_i01E_zYSQQ6ZLC5F7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Amount at year-end</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2,651</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,237</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>4,258</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_403_ecustom--ReconciliationOfPriorServiceCostCreditAbstract_iB_zeQXw17VQV9c" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Reconciliation of prior service cost/(credit)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr id="xdx_40B_ecustom--DefinedBenefitPlanPriorServiceCostsCredits_i01S_zf35kVKpRmW1" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amount at beginning of year</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(440)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">300</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">357</span></td></tr>
<tr id="xdx_40B_ecustom--DefinedBenefitPlanPriorServiceCostsCreditsAmortization_i01_z4DpoUZXnsf1" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Amortization during the year</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(61)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(62)</span></td></tr>
<tr id="xdx_401_ecustom--EmployeeBenefitPlanPriorServiceCostCredit_i01_zOSpwPyZnfA9" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Prior service costs for the current period</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(123)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(698)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0</span></td></tr>
<tr id="xdx_40C_ecustom--DefinedBenefitPlanPriorServiceCostsCreditsCurrencyTranslationAdjustment_i01_zuaVxUBuOm5f" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Currency translation adjustment</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">14</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19</span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5</span></td></tr>
<tr id="xdx_405_ecustom--DefinedBenefitPlanPriorServiceCostsCredits_i01E_zPYSypf3UCS4" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Amount at year-end</b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(537)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(440)</b></span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>300</b></span></td></tr>
</table>6768000688000044650002630004360004120002900050000107000-177000-167000-12300027000028400088000-120006100062000194000-0-0600020000-2000185000684000544000-342000-720001056000-42000001431000-64500000-22400029000136000-123000-698000027000028400088000-120006100062000-8000-45000-2000-1572000-11890002200000-379000-274000-371000-379000-274000-371000-23300066900043000-02000-0476900067680006880000423700042580001964000-270000-284000-86000-22400029000136000-1407000-720002487000-02000-0-13300036600029000265100042370004258000-44000030000035700012000-61000-62000-123000-698000014000190005000-537000-440000300000<p id="xdx_892_eus-gaap--ScheduleOfExpectedBenefitPaymentsTableTextBlock_zk83jf4rPWG7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The table below shows the breakdown of expected
future contributions payable to the Plan :</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B8_zP29CTF8USTe" style="display: none">Employee Benefit Plans - Schedule of
Future Contributions Payable</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 90%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; width: 63%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Period<br/>
USD'000</b></span></td>
<td id="xdx_48F_eus-gaap--DefinedBenefitPlanExpectedFutureEmployerContributionsNextFiscalYear_iI_pn3n3_d0_hus-gaap--RetirementPlanFundingStatusAxis__custom--SponsorLocationFranceMember_z68MwxhYbpF4" style="border-bottom: Black 1pt solid; white-space: nowrap; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>France</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 5%; text-align: center"> </td>
<td id="xdx_485_eus-gaap--DefinedBenefitPlanExpectedFutureEmployerContributionsNextFiscalYear_iI_pn3n3_d0_hus-gaap--RetirementPlanFundingStatusAxis__us-gaap--DomesticPlanMember_z9FDcDdVBqG9" style="border-bottom: Black 1pt solid; white-space: nowrap; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Switzerland</b></span></td></tr>
<tr id="xdx_411_20221231_zmVK3pAoV7S8" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 25 </span></td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 1,862 </span></td></tr>
<tr id="xdx_410_20231231_z1RLdHWrGc8d" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 28 </span></td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 410 </span></td></tr>
<tr id="xdx_41B_20241231_zNiUyNzC6iO8" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2024</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 7 </span></td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 1,986 </span></td></tr>
<tr id="xdx_410_20251231_zeLZluevPaQ5" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2025</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 23 </span></td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 504 </span></td></tr>
<tr id="xdx_418_20261231_zKVnBWH7ozab" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2026</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 52 </span></td>
<td style="white-space: nowrap; text-align: center"> </td>
<td style="white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 498 </span></td></tr>
<tr id="xdx_414_20271231_zCU9mcARnoBi" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2027 to 2031</span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 420 </span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"> </td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 2,757 </span></td></tr>
</table>
250001862000280004100007000198600023000504000520004980004200002757000263000<p id="xdx_805_eus-gaap--CommitmentsAndContingenciesDisclosureTextBlock_zCv9eLUOtzI9" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 30.</span> <span id="xdx_82C_z1WTWDPClYFl">Commitments and contingencies</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Lease commitments</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The future payments due under leases are shown
in Note 19.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Guarantees</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our software and hardware product sales agreements
generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual
property rights. Certain of our product sales agreements also include provisions indemnifying customers against liabilities in the event
we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification
agreements due to our lack of history of prior indemnification claims and the unique facts and circumstances involved in each particular
agreement. To date, we have not incurred any costs as a result of such indemnifications and have not accrued any liabilities related to
such obligations in our consolidated financial statements.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_800_eus-gaap--StockholdersEquityNoteDisclosureTextBlock_zk0qYCadeqe8" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 31.</span> <span id="xdx_824_z7sD7kB6KyWl">Stockholders’ equity</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_89F_eus-gaap--ScheduleOfStockByClassTextBlock_zG1ZLKnalcvb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Stockholders’ equity consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B8_zRJVV3PIq8J7" style="display: none">Stockholders' Equity - Schedule of Stock by Class</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 40%"/><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_496_20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z1jOuiYcOtLf" style="font: 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center; width: 11%"/><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_49C_20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z8JqK39BoJbd" style="font: 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center; width: 11%"/><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_490_20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zoFndAz8RjG6" style="font: 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center; width: 11%"/><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_497_20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z0VTP2l4mxC8" style="font: 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center; width: 11%"/><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td></tr>
</table>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">WISeKey International Holding Ltd</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="7" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">As at December 31, 2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="7" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">As at December 31, 2020</td></tr>
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Share Capital</td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: italic 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center">Class A Shares</td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: italic 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center">Class B Shares</td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: italic 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center">Class A Shares</td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: italic 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center">Class B Shares</td></tr>
<tr id="xdx_40C_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_zSmlO4FwgFJe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 40%; text-align: left">Par value per share (in CHF)</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">0.01</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">0.05</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">0.01</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">0.05</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--CommonStockValue_iI_pp0p0_zohNGsrrpWGd" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Share capital (in USD)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">400,186</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">4,685,301</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">400,186</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2,490,403</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: italic 10pt Times New Roman, Times, Serif; text-decoration: underline; text-align: left">Per Articles of association and Swiss capital categories</td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Authorized Capital - Total number of authorized shares</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--CommonStockSharesAuthorized_iI_pid_d0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zf6NBf5MPRh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of authorized shares">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--CommonStockSharesAuthorized_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_z6vxSEEncpuk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of authorized shares">18,469,207</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--CommonStockSharesAuthorized_iI_pid_d0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zhnnw3StzH2l" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of authorized shares">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--CommonStockSharesAuthorized_iI_pid_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_ziUvV6OdUTAa" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of authorized shares">7,808,906</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Conditional Share Capital - Total number of conditional shares<sup>(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_ecustom--CommonStockConditionalShares_iI_pid_d0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zOw8R8DXYZ3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of conditional shares">12,000,000</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_ecustom--CommonStockConditionalShares_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zIjDHoisgpn9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of conditional shares">31,469,207</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_ecustom--CommonStockConditionalShares_iI_pid_d0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zwmiQ0mvmPR9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of conditional shares">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_ecustom--CommonStockConditionalShares_iI_pid_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zB5jJuj1mSk4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of conditional shares">7,804,030</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Total number of fully paid-in shares</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_ecustom--CommonStockFullyPaidInShares_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_ziqNO0KJ7IO1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of fully paid-in shares">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_ecustom--CommonStockFullyPaidInShares_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zZ2XjZgnzWx6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of fully paid-in shares">88,120,054</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_ecustom--CommonStockFullyPaidInShares_iI_pid_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zAG77NnaKRW6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of fully paid-in shares">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_ecustom--CommonStockFullyPaidInShares_iI_pid_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zS2s0PtKL5s7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of fully paid-in shares">47,622,689</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: italic 10pt Times New Roman, Times, Serif; text-decoration: underline; text-align: left">Per US GAAP</td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--CommonStockSharesAuthorized_iI_pid_zIvbOvE1Qqhk" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Total number of authorized shares</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">138,058,468</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">63,234,625</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40B_eus-gaap--CommonStockSharesIssued_iI_pid_zJ8vKMKCUMgf" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total number of fully paid-in issued shares<sup>(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">88,120,054</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">47,622,689</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--CommonStockSharesOutstanding_iI_pid_z3yhZThQC4dh" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total number of fully paid-in outstanding shares<sup>(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">80,918,390</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">42,839,554</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_zkhj9iFkS8P4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Par value per share (in CHF)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">0.01</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">0.05</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">0.01</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">0.05</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40F_eus-gaap--CommonStockValue_iI_pp0p0_zGeAlcBRSxZd" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Share capital (in USD)</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">400,186</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">4,685,301</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">400,186</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">2,490,403</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total share capital (in USD)</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td colspan="5" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span id="xdx_901_eus-gaap--CommonStockValue_iI_pp0p0_c20211231_zRsE9GKoGpA" title="Total share capital">5,085,487</span></td><td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td colspan="5" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span id="xdx_90F_eus-gaap--CommonStockValue_iI_pp0p0_c20201231_ziZJHNkvpux4" title="Total share capital">2,890,589</span></td><td style="border-bottom: Black 2.5pt double; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Treasury Share Capital</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Total number of fully paid-in shares held as treasury shares</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--TreasuryStockShares_iI_pid_d0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z15bOfCMcJkh" title="Total number of fully paid-in shares held as treasury shares">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90B_eus-gaap--TreasuryStockShares_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z6VuPrFkooC6" title="Total number of fully paid-in shares held as treasury shares">7,201,664</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_903_eus-gaap--TreasuryStockShares_iI_pid_d0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zb6GdpHNEVv3" title="Total number of fully paid-in shares held as treasury shares">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_905_eus-gaap--TreasuryStockShares_iI_pid_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z4iPyLRzdkme" title="Total number of fully paid-in shares held as treasury shares">4,783,135</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Treasury share capital (in USD)</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90E_eus-gaap--TreasuryStockValue_iI_d0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zdmfXnXdsxUh" title="Treasury share capital">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_909_eus-gaap--TreasuryStockValue_iI_pp0p0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zYVSIpUB6x4" title="Treasury share capital">636,436</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90F_eus-gaap--TreasuryStockValue_iI_d0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z6TCKg6EYzpi" title="Treasury share capital">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_903_eus-gaap--TreasuryStockValue_iI_pp0p0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zRtshejPfn7" title="Treasury share capital">505,154</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total treasury share capital (in USD)</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_900_eus-gaap--TreasuryStockValue_iI_d0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_ziPE5Rie58M" title="Treasury share capital">—</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_903_eus-gaap--TreasuryStockValue_iI_pp0p0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z2J05lFZdZQj" title="Treasury share capital">636,436</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_906_eus-gaap--TreasuryStockValue_iI_d0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z07x6yOCwBf8" title="Treasury share capital">—</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_907_eus-gaap--TreasuryStockValue_iI_pp0p0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zoX507P3Mz8h" title="Treasury share capital">505,154</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">(1) Conversions of conditional capital that were not registered with the commercial register as of December 31, 2021 are not deducted
from the total number of conditional shares, i.e. the number shown is as if the issues had not taken place.</p>
<p id="xdx_8AC_zwo5W6Fj4XG6" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the years to December 31, 2021 and 2020 respectively,
WISeKey purchased a total of <span id="xdx_900_eus-gaap--TreasuryStockSharesAcquired_pid_c20210101__20211231_zP3DiiXMWUhe" title="Treasury shares, acquired">28,668,037</span> and <span id="xdx_909_eus-gaap--TreasuryStockSharesAcquired_pid_c20200101__20201231_zGA3utLfWZv5" title="Treasury shares, acquired">8,458,273</span> treasury shares at an average purchase price of USD <span id="xdx_90C_eus-gaap--TreasuryStockAcquiredAverageCostPerShare_pid_c20210101__20211231_zfjgkMZLGD22" title="Treasury stock, acquired, average purchase price">0.07</span> and USD <span id="xdx_900_eus-gaap--TreasuryStockAcquiredAverageCostPerShare_pid_c20200101__20201231_zcXAzxSM6Cj6" title="Treasury stock, acquired, average purchase price">0.15</span>
per share, and sold a total of <span id="xdx_900_eus-gaap--SharesIssued_iI_pid_c20211231_zAJqD5c3BJy3" title="Treasury shares, sold">26,249,508</span> and <span id="xdx_90B_eus-gaap--SharesIssued_iI_pid_c20201231_zGlkbH3RTNf6" title="Treasury shares, sold">4,877,329</span> treasury shares at an average sale price of USD <span id="xdx_900_eus-gaap--SaleOfStockPricePerShare_iI_pid_c20211231_zdnYghR6hh4c" title="Treasury shares, sold, average sale price">1.17</span> and USD <span id="xdx_90C_eus-gaap--SaleOfStockPricePerShare_iI_pid_c20201231_zfkDJU2M3QGi" title="Treasury shares, sold, average sale price">0.99</span> per
share.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Share buyback program</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On July 09, 2019, the Group started a share buyback
program on the SIX Swiss Exchange to buy back WIHN Class B Shares up to a maximum 10.0% of the share capital and 5.35% of the voting rights.
In compliance with Swiss Law, at no time will the group hold more than 10% of its own registered shares. The share buyback program will
end on July 08, 2022 but WISeKey may terminate the buyback program early.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, WISeKey’s
treasury share balance included <span id="xdx_906_eus-gaap--StockRepurchasedDuringPeriodShares_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zo94LVn3I4bl" title="Shares repurchased">282,000</span>
WIHN Class B Shares purchased through the share buyback program.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Voting rights</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Each share carries one vote at a general meeting
of shareholders, irrespective of the difference in par value of Class A Shares (CHF <span id="xdx_90B_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zMsWm04qdEta" title="Common stock, par value">0.01</span> per share) and Class B Shares (CHF <span id="xdx_908_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zDPiQv6mJwJa" title="Common stock, par value">0.05</span> per share).
Our Class A Shares have a lower par value (CHF <span id="xdx_90D_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zMhWgj9xXrva" title="Common stock, par value">0.01</span>) than our Class B Shares (CHF <span id="xdx_903_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z0AAS8Rouskl" title="Common stock, par value">0.05</span>) but have same voting right as the higher
par value Class B Shares, namely one (1) vote per share. This means that, relative to their respective per share contribution to the Company’s
capital, the holders of our Class A Shares have a greater relative per share voting power than the holders of our Class B Shares for matters
that require approval on the basis of a specified majority of shares present at the shareholders meeting.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Shareholder resolutions and elections (including
elections of members of the board of directors) require the affirmative vote of an absolute majority of the votes represented (in person
or by proxy) at a general meeting of shareholders (each Class A Share and each Class B Share having one vote), unless otherwise stipulated
by law or our Articles. The following matters require approval by a majority of the par value of the shares represented at the general
meeting (each Class A Share having a par value of CHF <span id="xdx_903_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zpMWmoGY0kA4" title="Common stock, par value">0.01</span> per share and each Class B Share having a par value of CHF <span id="xdx_902_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zRmDVRyAOsca" title="Common stock, par value">0.05</span> per share):</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">electing our auditor;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">appointing an expert to audit our business management or parts thereof;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">adopting any resolution regarding the instigation of a special investigation; and</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">adopting any resolution regarding the initiation of a derivative liability action.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition, under Swiss corporation law and our
Articles, approval by two-thirds of the shares represented at the meeting, and by the absolute majority of the par value of the shares
represented is required for:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">amending our corporate purpose;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">creating or cancelling shares with preference rights;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">restricting the transferability of registered shares;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">restricting the exercise of the right to vote or the cancellation thereof;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">creating authorized or conditional share capital;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">increasing the share capital out of equity, against contributions in kind or for the purpose of acquiring
specific assets and granting specific benefits;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">limiting or withdrawing shareholder's pre-emptive rights;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">relocating our registered office;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">converting registered shares into bearer shares and vice versa;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">our dissolution or liquidation; and</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.5in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">transactions among corporations based on Switzerland's Federal Act on Mergers, Demergers, Transformations
and the Transfer of Assets of 2003, as amended (the "Swiss Merger Act") including a merger, demerger or conversion of a corporation.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In accordance with Swiss law and generally accepted
business practices, our Articles do not provide attendance quorum requirements generally applicable to general meetings of shareholders.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Both categories of Shares confer equal entitlement
to dividends and liquidation rights relative to the nominal value of the Class A Shares and the Class B Shares, respectively.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Only holders of Shares (including nominees) that
are recorded in the share register as of the record date communicated in the invitation to the General Meeting are entitled to vote at
a General Meeting.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Any acquirer of Shares who is not registered in
the share register as a shareholder with voting rights may not vote at or participate in any General Meeting, but will still be entitled
to dividends and other rights with financial value with respect to such Shares.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Each holder of Class A Shares has entered into
an agreement (each such agreement a "Shareholder Agreement") with WISeKey, pursuant to which such holder of Class A Shares has
given the undertaking vis-à-vis WISeKey not to (i) directly or indirectly offer, sell, transfer or grant any option or contract
to purchase, purchase any option or contract to sell, grant instruction rights with respect to or otherwise dispose of, or (ii) solicit
any offers to purchase, otherwise acquire or be entitled to, any of his/her/its Class A Shares or any right associated therewith (collectively
a "Transfer"), except if such Transfer constitutes a "Permitted Transfer", as defined hereafter. A Permitted Transfer
is defined as a Transfer by a holder of Class A Share to his/her spouse or immediate family member (or a trust related to such immediate
family member) or a third party for reasonable estate planning purposes, the transfer to an affiliate and any transfer following conversion
of his/her/its Class A Shares into Class B Shares. Each holder of a Class A Share has the right to request that, at WISeKey's annual General
Meeting, an item be included on the agenda according to which Class A Shares are, at the discretion of each holder of Class A Shares,
converted into Class B Shares.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89F_eus-gaap--ScheduleOfStockByClassTextBlock_zG1ZLKnalcvb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Stockholders’ equity consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B8_zRJVV3PIq8J7" style="display: none">Stockholders' Equity - Schedule of Stock by Class</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 40%"/><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_496_20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z1jOuiYcOtLf" style="font: 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center; width: 11%"/><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_49C_20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z8JqK39BoJbd" style="font: 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center; width: 11%"/><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_490_20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zoFndAz8RjG6" style="font: 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center; width: 11%"/><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_497_20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z0VTP2l4mxC8" style="font: 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center; width: 11%"/><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td></tr>
</table>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">WISeKey International Holding Ltd</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="7" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">As at December 31, 2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="7" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">As at December 31, 2020</td></tr>
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Share Capital</td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: italic 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center">Class A Shares</td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: italic 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center">Class B Shares</td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: italic 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center">Class A Shares</td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: italic 10pt Times New Roman, Times, Serif; vertical-align: middle; text-align: center">Class B Shares</td></tr>
<tr id="xdx_40C_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_zSmlO4FwgFJe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 40%; text-align: left">Par value per share (in CHF)</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">0.01</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">0.05</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">0.01</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">0.05</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--CommonStockValue_iI_pp0p0_zohNGsrrpWGd" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Share capital (in USD)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">400,186</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">4,685,301</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">400,186</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2,490,403</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: italic 10pt Times New Roman, Times, Serif; text-decoration: underline; text-align: left">Per Articles of association and Swiss capital categories</td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Authorized Capital - Total number of authorized shares</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--CommonStockSharesAuthorized_iI_pid_d0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zf6NBf5MPRh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of authorized shares">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--CommonStockSharesAuthorized_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_z6vxSEEncpuk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of authorized shares">18,469,207</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--CommonStockSharesAuthorized_iI_pid_d0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zhnnw3StzH2l" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of authorized shares">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--CommonStockSharesAuthorized_iI_pid_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_ziUvV6OdUTAa" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of authorized shares">7,808,906</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Conditional Share Capital - Total number of conditional shares<sup>(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_ecustom--CommonStockConditionalShares_iI_pid_d0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zOw8R8DXYZ3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of conditional shares">12,000,000</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_ecustom--CommonStockConditionalShares_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zIjDHoisgpn9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of conditional shares">31,469,207</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_ecustom--CommonStockConditionalShares_iI_pid_d0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zwmiQ0mvmPR9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of conditional shares">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_ecustom--CommonStockConditionalShares_iI_pid_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zB5jJuj1mSk4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of conditional shares">7,804,030</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Total number of fully paid-in shares</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_ecustom--CommonStockFullyPaidInShares_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_ziqNO0KJ7IO1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of fully paid-in shares">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_ecustom--CommonStockFullyPaidInShares_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zZ2XjZgnzWx6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of fully paid-in shares">88,120,054</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_ecustom--CommonStockFullyPaidInShares_iI_pid_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zAG77NnaKRW6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of fully paid-in shares">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_ecustom--CommonStockFullyPaidInShares_iI_pid_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--ReportingUnitAxis__custom--ArticlesOfAssociationAndSwissCapitalCategoriesMember_zS2s0PtKL5s7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total number of fully paid-in shares">47,622,689</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: italic 10pt Times New Roman, Times, Serif; text-decoration: underline; text-align: left">Per US GAAP</td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif"> </td>
<td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: right"> </td><td style="font: italic 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--CommonStockSharesAuthorized_iI_pid_zIvbOvE1Qqhk" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Total number of authorized shares</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">138,058,468</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">63,234,625</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40B_eus-gaap--CommonStockSharesIssued_iI_pid_zJ8vKMKCUMgf" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total number of fully paid-in issued shares<sup>(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">88,120,054</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">47,622,689</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--CommonStockSharesOutstanding_iI_pid_z3yhZThQC4dh" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total number of fully paid-in outstanding shares<sup>(1)</sup></span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">80,918,390</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">40,021,988</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">42,839,554</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_zkhj9iFkS8P4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Par value per share (in CHF)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">0.01</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">0.05</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">0.01</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">0.05</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40F_eus-gaap--CommonStockValue_iI_pp0p0_zGeAlcBRSxZd" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Share capital (in USD)</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">400,186</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">4,685,301</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">400,186</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">2,490,403</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total share capital (in USD)</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td colspan="5" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span id="xdx_901_eus-gaap--CommonStockValue_iI_pp0p0_c20211231_zRsE9GKoGpA" title="Total share capital">5,085,487</span></td><td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td colspan="5" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span id="xdx_90F_eus-gaap--CommonStockValue_iI_pp0p0_c20201231_ziZJHNkvpux4" title="Total share capital">2,890,589</span></td><td style="border-bottom: Black 2.5pt double; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Treasury Share Capital</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Total number of fully paid-in shares held as treasury shares</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--TreasuryStockShares_iI_pid_d0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z15bOfCMcJkh" title="Total number of fully paid-in shares held as treasury shares">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90B_eus-gaap--TreasuryStockShares_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z6VuPrFkooC6" title="Total number of fully paid-in shares held as treasury shares">7,201,664</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_903_eus-gaap--TreasuryStockShares_iI_pid_d0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zb6GdpHNEVv3" title="Total number of fully paid-in shares held as treasury shares">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_905_eus-gaap--TreasuryStockShares_iI_pid_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z4iPyLRzdkme" title="Total number of fully paid-in shares held as treasury shares">4,783,135</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Treasury share capital (in USD)</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90E_eus-gaap--TreasuryStockValue_iI_d0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zdmfXnXdsxUh" title="Treasury share capital">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_909_eus-gaap--TreasuryStockValue_iI_pp0p0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zYVSIpUB6x4" title="Treasury share capital">636,436</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90F_eus-gaap--TreasuryStockValue_iI_d0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z6TCKg6EYzpi" title="Treasury share capital">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_903_eus-gaap--TreasuryStockValue_iI_pp0p0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zRtshejPfn7" title="Treasury share capital">505,154</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total treasury share capital (in USD)</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_900_eus-gaap--TreasuryStockValue_iI_d0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_ziPE5Rie58M" title="Treasury share capital">—</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_903_eus-gaap--TreasuryStockValue_iI_pp0p0_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z2J05lFZdZQj" title="Treasury share capital">636,436</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_906_eus-gaap--TreasuryStockValue_iI_d0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z07x6yOCwBf8" title="Treasury share capital">—</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_907_eus-gaap--TreasuryStockValue_iI_pp0p0_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zoX507P3Mz8h" title="Treasury share capital">505,154</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">(1) Conversions of conditional capital that were not registered with the commercial register as of December 31, 2021 are not deducted
from the total number of conditional shares, i.e. the number shown is as if the issues had not taken place.</p>
0.010.050.010.0540018646853014001862490403018469207078089061200000031469207078040304002198888120054400219884762268940021988138058468400219886323462540021988881200544002198847622689400219888091839040021988428395540.010.050.010.054001864685301400186249040350854872890589072016640478313506364360505154063643605051542866803784582730.070.152624950848773291.170.992820000.010.050.010.050.010.05<p id="xdx_807_eus-gaap--ComprehensiveIncomeNoteTextBlock_zQPh9JrJicTk" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 32.</span> <span id="xdx_82F_zDYtnoj6K7qh">Accumulated other comprehensive income</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_88E_eus-gaap--ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock_pn3n3_zE08c34tr8ek" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 7%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 58%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 17%; text-align: center"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 18%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td colspan="2" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Accumulated other comprehensive income as at December 31, 2019</b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td id="xdx_980_eus-gaap--AccumulatedOtherComprehensiveIncomeLossNetOfTax_iS_c20200101__20201231_zSGcQgL6Iwuc" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Accumulated other comprehensive income"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(1,453)</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total net foreign currency translation adjustments</span></td>
<td id="xdx_984_eus-gaap--OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossBeforeReclassificationAndTax_c20200101__20201231_zZaeXrM7ICkg" style="white-space: nowrap; text-align: right" title="Total net foreign currency translation adjustments"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,824 </span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total change in unrealized gains related to available-for-sale debt securities</span></td>
<td id="xdx_981_eus-gaap--OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax_c20200101__20201231_zmQtoROPYO57" style="white-space: nowrap; text-align: right" title="Total change in unrealized gains related to available-for-sale debt securities"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,385 </span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total defined benefit pension adjustment</span></td>
<td id="xdx_98E_ecustom--TotalDefinedBenefitPensionAdjustment_c20200101__20201231_zJds9PrHr4m8" style="white-space: nowrap; text-align: right" title="Total defined benefit pension adjustment"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,189 </span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total adjustment from change in Ownership</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90B_ecustom--TotalAdjustmentFromChangeInOwnership_c20200101__20201231_zyu7SIFemrg3" title="Total adjustment from change in ownership">(5)</span></span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total other comprehensive income/(loss), net</span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td id="xdx_98B_ecustom--OtherComprehensiveIncomeLossNet_c20200101__20201231_zuu2hMWb66Mj" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Total other comprehensive income/(loss), net"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,393 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td colspan="2" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Accumulated other comprehensive income as at December 31, 2020</b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td id="xdx_988_eus-gaap--AccumulatedOtherComprehensiveIncomeLossNetOfTax_iS_c20210101__20211231_zaJumlGF1Xad" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Accumulated other comprehensive income"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,940 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total net foreign currency translation adjustments</span></td>
<td id="xdx_98C_eus-gaap--OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossBeforeReclassificationAndTax_c20210101__20211231_zznXmmwwieV3" style="white-space: nowrap; text-align: right" title="Total net foreign currency translation adjustments"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,720)</span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left">Total change in unrealized gains related to available-for-sale debt securities</td>
<td style="white-space: nowrap; text-align: right"><span id="xdx_900_eus-gaap--OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax_iN_pn3n3_di_c20210101__20211231_zDSRw6LlGsYc" title="Total change in unrealized gains related to available-for-sale debt securities">1,965</span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total defined benefit pension adjustment</span></td>
<td id="xdx_98E_ecustom--TotalDefinedBenefitPensionAdjustment_c20210101__20211231_zt9HxuMfaqPk" style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,572 </span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total reclassification adjustments</span></td>
<td id="xdx_985_eus-gaap--OciLiabilityForFuturePolicyBenefitGainLossReclassificationAdjustmentFromAociBeforeTax_c20210101__20211231_zDKNFcCfVRm7" style="white-space: nowrap; text-align: right" title="Total reclassificaton adjustments"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(7,350)</span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td colspan="2" style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total other comprehensive income/(loss), net</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_98C_ecustom--OtherComprehensiveIncomeLossNet_c20210101__20211231_zkOvQpwxAKN4" style="white-space: nowrap; text-align: right" title="Total other comprehensive income/(loss), net"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(5,533)</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td colspan="2" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Accumulated other comprehensive income as at December 31, 2021</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td id="xdx_98C_eus-gaap--AccumulatedOtherComprehensiveIncomeLossNetOfTax_iE_c20210101__20211231_zT6dtT7jCIUc" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Accumulated other comprehensive income"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1,407 </b></span></td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There is no income tax expense or benefit allocated
to other comprehensive income.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_88E_eus-gaap--ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock_pn3n3_zE08c34tr8ek" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 7%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 58%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 17%; text-align: center"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 18%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td colspan="2" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Accumulated other comprehensive income as at December 31, 2019</b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td id="xdx_980_eus-gaap--AccumulatedOtherComprehensiveIncomeLossNetOfTax_iS_c20200101__20201231_zSGcQgL6Iwuc" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Accumulated other comprehensive income"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>(1,453)</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total net foreign currency translation adjustments</span></td>
<td id="xdx_984_eus-gaap--OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossBeforeReclassificationAndTax_c20200101__20201231_zZaeXrM7ICkg" style="white-space: nowrap; text-align: right" title="Total net foreign currency translation adjustments"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,824 </span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total change in unrealized gains related to available-for-sale debt securities</span></td>
<td id="xdx_981_eus-gaap--OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax_c20200101__20201231_zmQtoROPYO57" style="white-space: nowrap; text-align: right" title="Total change in unrealized gains related to available-for-sale debt securities"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,385 </span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total defined benefit pension adjustment</span></td>
<td id="xdx_98E_ecustom--TotalDefinedBenefitPensionAdjustment_c20200101__20201231_zJds9PrHr4m8" style="white-space: nowrap; text-align: right" title="Total defined benefit pension adjustment"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,189 </span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total adjustment from change in Ownership</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90B_ecustom--TotalAdjustmentFromChangeInOwnership_c20200101__20201231_zyu7SIFemrg3" title="Total adjustment from change in ownership">(5)</span></span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total other comprehensive income/(loss), net</span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td id="xdx_98B_ecustom--OtherComprehensiveIncomeLossNet_c20200101__20201231_zuu2hMWb66Mj" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Total other comprehensive income/(loss), net"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">8,393 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td colspan="2" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Accumulated other comprehensive income as at December 31, 2020</b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td id="xdx_988_eus-gaap--AccumulatedOtherComprehensiveIncomeLossNetOfTax_iS_c20210101__20211231_zaJumlGF1Xad" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Accumulated other comprehensive income"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>6,940 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total net foreign currency translation adjustments</span></td>
<td id="xdx_98C_eus-gaap--OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossBeforeReclassificationAndTax_c20210101__20211231_zznXmmwwieV3" style="white-space: nowrap; text-align: right" title="Total net foreign currency translation adjustments"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,720)</span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left">Total change in unrealized gains related to available-for-sale debt securities</td>
<td style="white-space: nowrap; text-align: right"><span id="xdx_900_eus-gaap--OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax_iN_pn3n3_di_c20210101__20211231_zDSRw6LlGsYc" title="Total change in unrealized gains related to available-for-sale debt securities">1,965</span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total defined benefit pension adjustment</span></td>
<td id="xdx_98E_ecustom--TotalDefinedBenefitPensionAdjustment_c20210101__20211231_zt9HxuMfaqPk" style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,572 </span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total reclassification adjustments</span></td>
<td id="xdx_985_eus-gaap--OciLiabilityForFuturePolicyBenefitGainLossReclassificationAdjustmentFromAociBeforeTax_c20210101__20211231_zDKNFcCfVRm7" style="white-space: nowrap; text-align: right" title="Total reclassificaton adjustments"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(7,350)</span></td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td colspan="2" style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total other comprehensive income/(loss), net</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_98C_ecustom--OtherComprehensiveIncomeLossNet_c20210101__20211231_zkOvQpwxAKN4" style="white-space: nowrap; text-align: right" title="Total other comprehensive income/(loss), net"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(5,533)</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td colspan="2" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Accumulated other comprehensive income as at December 31, 2021</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"> </td>
<td id="xdx_98C_eus-gaap--AccumulatedOtherComprehensiveIncomeLossNetOfTax_iE_c20210101__20211231_zT6dtT7jCIUc" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Accumulated other comprehensive income"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1,407 </b></span></td></tr>
</table>-1453000182400053850001189000-500083930006940000-1720000-19650001572000-7350000-55330001407000<p id="xdx_802_eus-gaap--RevenueFromContractWithCustomerTextBlock_zgPA3jVu7023" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 33.</span> <span id="xdx_824_zMxu1vae58a8">Revenue</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Nature of goods and services</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following is a description of the principal
activities – separated by reportable segment – from which the Group generates its revenue. For more detailed information about
reportable segments, see note 39 - Segment information and geographic data.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: left">IoT Segment</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The IoT segment of the Group principally generates
revenue from the sale of semiconductors secure chips. Although they may be sold in connection with other services of the Group, they always
represent distinct performance obligations.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group recognizes revenue when a customer takes
possession of the chips, which usually occurs when the goods are delivered. Customers typically pay once goods are delivered.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: left">mPKI Segment</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The mPKI Segment of the Group generates revenues
from Digital Certificates, Software as a Service, Software license and Post-Contract Customer Support (PCS) for cybersecurity applications.
Products and services are sold principally separately, but may also be sold in bundled packages.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For bundled packages, the Group accounts for individual
products and services separately if they are distinct – i.e. if a product or service is separately identified from other items in
the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a
bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available
or estimated based on the Adjusted Market Assessment approach (e.g., licenses), or the Expected Cost-Plus Margin approach (e.g., PCS).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: left">AI Segment</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The AI Segment of the Group generates revenues
from providing benefits of artificial intelligence to enterprise customers globally through knowledge automation. The company uses modern
technologies such as inference and machine learning in order to automatically operate the entire IT stack – from heterogeneous environments
to individual applications. Products and services are sold principally separately, but may also be sold in bundled packages.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For bundled packages, the Group accounts for individual
products and services separately if they are distinct – i.e., if a product or service is separately identified from other items in
the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a
bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available
or estimated based on the Adjusted Market Assessment approach (e.g., licenses), the revenue can be recognized upon completion of the
set-up (e.g., installation of software) or a specific period of time (e.g., maintenance and support).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="2" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: top">
<td style="border: black 1pt solid; width: 21%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Product and services</b></span></td>
<td style="border-top: black 1pt solid; border-right: black 1pt solid; border-bottom: black 1pt solid; width: 79%; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Nature, timing of satisfaction of performance obligations and significant payment terms</b></span></td></tr>
<tr style="vertical-align: top">
<td style="border-right: black 1pt solid; border-bottom: black 1pt solid; border-left: black 1pt solid; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Certificates</span></td>
<td style="border-right: black 1pt solid; border-bottom: black 1pt solid; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The
Group recognizes revenue on a straight-line basis over the validity period of the certificate, which is usually one to three years.
This period starts after the certificate has been issued by the Certificate Authority and may be used by the customer for
authentication and signature, by checking the certificate validity against the Root of Trust which is maintained by the Group on its
IT infrastructure. Customers pay for certificates when certificates are issued and invoiced. The excess of payments over recognized
revenue is shown as deferred revenue.</span></td></tr>
<tr style="vertical-align: top">
<td style="border-right: black 1pt solid; border-bottom: black 1pt solid; border-left: black 1pt solid; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">SaaS</span></td>
<td style="border-right: black 1pt solid; border-bottom: black 1pt solid; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Group’s SaaS arrangement cover the provision of cloud-based certificate life-cycle-management solutions and signing and authentication solutions. The Group recognizes revenue on a straight-line basis over the service period which is usually yearly renewable. Customers usually pay ahead of quarterly or yearly service periods; the paid amounts which have not yet been recognized are shown as deferred revenue.</span></td></tr>
<tr style="vertical-align: top">
<td style="border-right: black 1pt solid; border-bottom: black 1pt solid; border-left: black 1pt solid; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Software</span></td>
<td style="border-right: black 1pt solid; border-bottom: black 1pt solid; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Group provides software for certificates life-cycle management and signing and authentication solutions. The Group recognizes license revenue when the software has been delivered and PCS revenue over the service period which is usually one-year renewable. Customers pay upon delivery of the software or over the PCS.</span></td></tr>
<tr style="vertical-align: top">
<td style="border-right: black 1pt solid; border-bottom: black 1pt solid; border-left: black 1pt solid; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Implementation, integration and other services</span></td>
<td style="border-right: black 1pt solid; border-bottom: black 1pt solid">
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group provides services to implement and integrate
multi-element cybersecurity solutions. Most of the time the solution elements are off-the-shelve non-customized components which represent
distinct performance obligations. Implementation and integration services are payable when rendered, while other revenue elements are
payable and recognized as per their specific description in this section.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">WISeKey also provides hosting and monitoring of
infrastructure services which are distinct performance obligations and are paid and recognized over the service period.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p></td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Disaggregation of revenue</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_895_eus-gaap--DisaggregationOfRevenueTableTextBlock_zRtxaSi7FVTf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table shows the Group’s revenues
disaggregated by reportable segment and by product or service type:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B9_z06b1l21Seti" style="display: none">Revenue - Schedule of Disaggregation of Revenue</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">Disaggregation of revenue</span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-size: 8pt">Typical payment</span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-size: 8pt">At one point
in time</span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-size: 8pt">Over time</span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-size: 8pt">Total</span></td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">USD'000</span></td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: center"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2021</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2020</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2019</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2021</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2020</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2019</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2021</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2020</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2019</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">IoT Segment</span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 13%; text-align: left; padding-bottom: 1pt"><span style="font-size: 8pt">Secure
chips</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; white-space: nowrap; width: 13%; text-align: center; padding-bottom: 1pt"><span style="font-size: 8pt">Upon
delivery</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zBTnGIUm1gI1" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">16,867</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zp3ourvdTt3k" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">14,317</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zRIvxa40QDl" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">20,504</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_989_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zUdl8nNSJV8c" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_989_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zaDtJNig2P91" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_987_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zZQB2LgRpgol" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_z6IaB2ig8eE9" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">16,867</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_z2oVnsdjrIFb" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">14,317</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zeRU1rL7h4x2" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">20,504</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt"><span style="font-size: 8pt">Total IoT segment revenue</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zRH8cqHBDjG1" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">16,867</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zZqeGyDfYPWk" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">14,317</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zG2BcbG9x8o7" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">20,504</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_z6IatT1JVuBb" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_982_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zVkP9nYpTsEc" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_980_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_z1alt6t82pMe" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zaUvWZmeX3sh" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">16,867</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zf5YZgmm5EQ6" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">14,317</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zhEm6a7hBtS9" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">20,504</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">mPKI Segment</span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">Certificates</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-size: 8pt">Upon issuance</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zU5w3DeNqSIc" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zzgxt3Wiu5el" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_985_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--CertificatesMember_z8QOULkNwqH4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zR3fMJisRUrb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">153</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_986_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--CertificatesMember_znS3cG4KtEMa" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">175</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zeqbQ0zzie2j" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">172</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zHnAo76bnUok" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">153</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zUB7cytw0uRe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">175</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zbnHSXNZijb6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">172</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">Licenses and integration</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-size: 8pt">Upon delivery</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zIaUiqYv34uk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">606</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zRalldq6gGn1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">287</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zsWpTBUBR8ji" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">1,976</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zSIIIBRlbH92" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zCuvQOMhc8Oa" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zFoZ9lDoNHSi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zpI6saicvuv3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">606</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zKMBoBJWlGgi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">287</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_982_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zSqFvmH8KECa" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">1,976</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt"><span style="font-size: 8pt">SaaS, PCS
and hosting</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1pt"><span style="font-size: 8pt">Quarterly
or yearly</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zE3vj6PzzWve" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_985_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zkEJeVFHqhrh" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_z0huegLRWThi" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zX4jwBDyRGNe" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">20</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zrXGOJoqKxS2" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zJdBrG0AVFO6" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_986_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zeXgsYCVduU2" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">20</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zuNnWx11L6Ld" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_987_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zQVYrH46BcW4" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt"><span style="font-size: 8pt">Total mPKI segment revenue</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_989_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zUR0godx9ud4" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">606</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_982_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zmvwkFzSTSz3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">287</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_z58JGq3Gz7g9" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">1,976</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zc2BASas4Bme" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">173</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zCRE13dt7avh" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">175</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zcwAVQWHzSR4" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">172</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_986_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zppemv87JWd8" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">779</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_z6eAfgdntrl2" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">462</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zv0genB2keEc" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">2,148</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">AI Segment</span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: center"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt"><span style="font-size: 8pt">SaaS, PCS
and hosting</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1pt"><span style="font-size: 8pt">Quarterly
or yearly</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_980_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_z5VuUL6PjFef" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zV1tGGT1XX3b" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zismTadEqZNf" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zh1CR1zItJXb" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">4,612</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_989_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_z3F7WsRO1jo" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_z85vsCjN7Jtg" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zf7Ja0l0wjSb" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">4,612</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zmgnCCRqNWXl" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_982_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zwEwdN00jbue" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt"><span style="font-size: 8pt">Total AI segment revenue</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zjngdn8kK3N9" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt"><span style="-sec-ix-hidden: xdx2ixbrl3498">—</span></span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_z7RHdUAlvbyg" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt"><span style="-sec-ix-hidden: xdx2ixbrl3500">—</span></span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zIS4NMCLn8Ja" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt"><span style="-sec-ix-hidden: xdx2ixbrl3502">—</span></span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zQ21bVhb1h6i" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">4,612</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zkTf4iCiHzHb" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_982_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zYqVoqzWyI73" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zo2ZJbWQc256" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">4,612</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zdFPe0AlgmVe" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zffsLKg2VAah" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right; padding-bottom: 2.5pt"><span style="font-size: 8pt">Total
Revenue</span></td><td style="border-bottom: Black 2.5pt double; font-size: 10pt; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font-size: 10pt; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_z6IuCdEoRUS6" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">17,473</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zgSnpjkMDNw1" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">14,604</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zc4xiCu5I777" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">22,480</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zhTpVZlmPkd" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">4,785</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zvKlHf7Ybhy3" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">175</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zapc5akI5Aul" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">172</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20210101__20211231_z7MqyBUic76" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">22,258</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20200101__20201231_zoeqs8V6Z0Dh" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">14,779</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20190101__20191231_zOlHu49uWhu7" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">22,652</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For the years ended December 31, 2021, 2020, and
2019 the Group recorded no revenues related to performance obligations satisfied in prior periods.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_917_eus-gaap--TransferredAtPointInTimeMember_zbqqxteBrhQ5" style="display: none">At One Point in Time</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_914_eus-gaap--TransferredOverTimeMember_zV3CznEHB6i3" style="display: none">Over Time</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89B_eus-gaap--RevenueFromExternalCustomersByGeographicAreasTableTextBlock_zOED1rZdFfse" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table shows the Group’s revenues
disaggregated by geography, based on our customers’ billing addresses:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B8_zZdjtYK0GLIl" style="display: none">Revenue - Schedule of Disaggregation
of Revenue by Geographic Areas</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Net sales by region</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">2019</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">IoT Segment</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 55%; text-align: left">Switzerland</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__country--CH_zJWAB0hcSem1" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Net sales">406</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__country--CH_zJHWWb6Ce8Yi" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Net sales">278</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__country--CH_zVODB93mhSh3" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Net sales">708</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Rest of EMEA</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zKuEriJSm1qk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">3,721</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zad2WrAO4jL2" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">4,228</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zk0igP4d91pe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">7,508</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">North America</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zMPVMG0fvF3a" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">10,631</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zv5Ox4AwYe8k" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">8,217</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zoflsEDVMaO4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">9,547</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Asia Pacific</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zrC5jPT88L1d" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,062</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zkTcL3yZGxEf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">1,526</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zmce8PKNq1da" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,503</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Latin America</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zwnc7kbKQ5Ld" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">47</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zSPvLTWG3Dj8" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">68</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_ziZEFHbZDGP4" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">238</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total IoT segment revenue</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zujFxX4cZQq4" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">16,867</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zKK4g180yvqh" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">14,317</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_ztiLhXH1vGHh" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">20,504</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">mPKI Segment</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Switzerland</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__country--CH_zzxe6IQf7fv9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">596</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__country--CH_zBJt70ETj2ei" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">314</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__country--CH_z19wUeXKexY" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">1,428</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Rest of EMEA</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zO6kZRfpk6Yf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">98</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zE554Qm6TF79" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">93</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zSDF9mBJAn1d" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">539</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">North America</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zAd1vh4iw3b1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">58</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zdGzT1XeV3tb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">43</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zPxqjMasNzW6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">144</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Asia Pacific</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zzyx8XuIomsg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zXAXW1xu5rOh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_z03o75kztmZ6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Latin America</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_z7BQUXqt45Qc" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">27</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zXIiqnUbyQhh" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">12</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zwkUddv3pyZ1" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">36</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total mPKI segment revenue</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_z0qaAkQ78B2l" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">779</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zoJ0Ke9sSU8f" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">462</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zSjtsaGFB8a3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,148</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">AI Segment</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Switzerland</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__country--CH_z9uHhYmEeHOe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">270</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__country--CH_z6fUsbY7FQJf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__country--CH_z2AiFSJbEvW1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Rest of EMEA</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zR5cvveIpMT3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">3,883</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zOibQaPO4tTh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_za37F2aBE6vb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">North America</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_z0UyKw39pMPk" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">459</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zcy6uIXFwXm8" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zC9nYR7ftn0l" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total AI segment revenue</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zjDFMuPhZpr9" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">4,612</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zZuWrThEJmsg" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_z3yx3SkyY4mf" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total Net sales</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231_ziwj1jVCrH4d" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">22,258</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20200101__20201231_zWtzVYtvjIU1" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">14,779</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20190101__20191231_zPs0YY50Tt02" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">22,652</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8A1_zSw0bMP8BABa" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_913_eus-gaap--EMEAMember_zhHiQtVLLrt2" style="display: none">Rest of EMEA</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_911_esrt--NorthAmericaMember_zMYIjSWP4z3e" style="display: none">North America</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_913_esrt--AsiaPacificMember_zFoECOM1pZdk" style="display: none">Asia Pacific</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_91E_esrt--LatinAmericaMember_zxJNDetWEUNj" style="display: none">Latin America</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Contract assets, deferred revenue and contract
liability</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_897_eus-gaap--ContractWithCustomerAssetAndLiabilityTableTextBlock_zfPKoh8c7BWg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our contract assets, deferred revenue and contract
liability consist of:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B4_zG7a8aRD5p3d" style="display: none">Revenue - Schedule of Contract Assets,
Deferred Revenue and Contract Liability</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49B_20211231_zxou7Fz6zk01" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_496_20201231_zPKQakS64A3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40A_ecustom--TradeAccountsReceivablesAbstract_iB_zvsXVl85Z749" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Trade accounts receivables</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_408_ecustom--TradeAccountsReceivableCurrent_i01I_pn3n3_hus-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zzTUywzbIpNb" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 60%; text-align: left">Trade accounts receivable - IoT segment</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">2,655</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 6%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">2,227</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_407_ecustom--TradeAccountsReceivableCurrent_i01I_pn3n3_hus-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zSQod8WvM3Lj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Trade accounts receivable - mPKI segment</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">164</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">381</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_ecustom--TradeAccountsReceivableCurrent_i01I_pn3n3_hus-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zUPi1xVv0ZG7" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Trade accounts receivable - AI segment</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">259</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl3656">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_408_ecustom--TradeAccountsReceivableCurrent_i01I_pn3n3_zckiLTO9jnIi" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total trade accounts receivables</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">3,078</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2,608</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--ContractWithCustomerAssetNet_iI_pn3n3_d0_zkPTSDzecymc" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Contract assets</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--ContractWithCustomerAssetNet_iI_pn3n3_d0_zlvqlemQkDGe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt">Total contract assets</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--ContractWithCustomerLiabilityCurrent_iI_pn3n3_zTgFQPmz7IF3" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Contract liabilities - current</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">128</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">367</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40F_eus-gaap--ContractWithCustomerLiabilityNoncurrent_iI_pn3n3_zv4r0smUIUwd" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Contract liabilities - noncurrent</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">57</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">23</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--ContractWithCustomerLiability_iI_pn3n3_zr0aIa7jyzP6" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt">Total contract liabilities</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">185</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">390</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40A_eus-gaap--DeferredRevenueAbstract_iB_z8oCCGwkIBc9" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: justify">Deferred revenue</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--DeferredRevenue_iI_pn3n3_hus-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zCIISHzXGVy1" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Deferred revenue - mPKI segment</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">192</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">171</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--DeferredRevenue_iI_pn3n3_hus-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zlCm7ahkzRHi" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Deferred revenue - IoT segment</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl3682">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">150</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40C_eus-gaap--DeferredRevenue_iI_pn3n3_hus-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zPCoGULaolwk" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt">Deferred revenue - AI segment</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">395</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl3686">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40A_eus-gaap--DeferredRevenue_iI_pn3n3_zO50EoQhyvTh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt">Total deferred revenue</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">587</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">321</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 2.5pt">Revenue recognized in the period from amounts included in the deferred revenue of the mPKI and IoT segments at the beginning of the year</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--ContractWithCustomerLiabilityRevenueRecognized_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiAndIotMember_zK4qZ8dHO78h" style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Revenue recognized in the year from amounts included in the deferred revenue of the mPKI and IoTsegments at the beginning of the year">290</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--ContractWithCustomerLiabilityRevenueRecognized_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiAndIotMember_zGOZ6b32nHG8" style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Revenue recognized in the year from amounts included in the deferred revenue of the mPKI and IoTsegments at the beginning of the year">84</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"/>
<p id="xdx_8A4_zQbRG5pkb8ti" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Increases or decreases in trade accounts receivable,
contract assets, deferred revenue and contract liability were primarily due to normal timing differences between our performance and customer
payments.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Remaining performance obligations</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2021, approximately USD <span id="xdx_90F_eus-gaap--RevenueRemainingPerformanceObligation_iI_pp0p0_c20211231_zdtObac9AoR" title="Remaining performance obligation">772,000</span>
is expected to be recognized from remaining performance obligations for mPKI, IoT and AI contracts. We expect to recognize revenue for
these remaining performance obligations during the next two years approximately as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_889_eus-gaap--RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTableTextBlock_pn3n3_zkuGsdgNb6H5" style="width: 70%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Revenue - Schedule of Remaining Performance Obligations (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; width: 77%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Estimated revenue from remaining performance obligations<br/>
as at December 31, 2021 (USD'000)</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 23%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> Total</b></span></td></tr>
<tr style="background-color: rgb(204,238,255)">
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td>
<td id="xdx_989_eus-gaap--RevenueRemainingPerformanceObligation_iI_c20211231__custom--RemaingPerformanceObligationsYearAxis__custom--PerformanceObligationsYear2022Member_zFT1MKR6i7te" style="text-align: right" title="Estimated remaining performance obligation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">615</span></td></tr>
<tr style="background-color: White">
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td>
<td id="xdx_988_eus-gaap--RevenueRemainingPerformanceObligation_iI_c20211231__custom--RemaingPerformanceObligationsYearAxis__custom--PerformanceObligationsYear2023Member_z2xDxqkvYiN6" style="text-align: right" title="Estimated remaining performance obligation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">157</span></td></tr>
<tr style="background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total remaining performance obligation</b></span></td>
<td id="xdx_98C_eus-gaap--RevenueRemainingPerformanceObligation_iI_c20211231_zyTK4XqCT4V6" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; text-align: right" title="Estimated remaining performance obligation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>772</b></span></td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<p id="xdx_895_eus-gaap--DisaggregationOfRevenueTableTextBlock_zRtxaSi7FVTf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table shows the Group’s revenues
disaggregated by reportable segment and by product or service type:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B9_z06b1l21Seti" style="display: none">Revenue - Schedule of Disaggregation of Revenue</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">Disaggregation of revenue</span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-size: 8pt">Typical payment</span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-size: 8pt">At one point
in time</span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-size: 8pt">Over time</span></td><td style="font: bold 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-size: 8pt">Total</span></td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">USD'000</span></td><td style="border-bottom: Black 1pt solid; font-size: 10pt; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: center"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2021</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2020</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2019</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2021</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2020</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2019</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2021</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2020</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-size: 8pt">2019</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">IoT Segment</span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 13%; text-align: left; padding-bottom: 1pt"><span style="font-size: 8pt">Secure
chips</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; white-space: nowrap; width: 13%; text-align: center; padding-bottom: 1pt"><span style="font-size: 8pt">Upon
delivery</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zBTnGIUm1gI1" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">16,867</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zp3ourvdTt3k" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">14,317</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zRIvxa40QDl" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">20,504</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_989_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zUdl8nNSJV8c" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_989_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zaDtJNig2P91" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_987_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zZQB2LgRpgol" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_z6IaB2ig8eE9" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">16,867</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_z2oVnsdjrIFb" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">14,317</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--ProductOrServiceAxis__custom--SecureChipsMember_zeRU1rL7h4x2" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Total revenue"><span style="font-size: 8pt">20,504</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt"><span style="font-size: 8pt">Total IoT segment revenue</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zRH8cqHBDjG1" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">16,867</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zZqeGyDfYPWk" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">14,317</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zG2BcbG9x8o7" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">20,504</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_z6IatT1JVuBb" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_982_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zVkP9nYpTsEc" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_980_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_z1alt6t82pMe" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zaUvWZmeX3sh" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">16,867</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zf5YZgmm5EQ6" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">14,317</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zhEm6a7hBtS9" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">20,504</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">mPKI Segment</span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">Certificates</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-size: 8pt">Upon issuance</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zU5w3DeNqSIc" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zzgxt3Wiu5el" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_985_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--CertificatesMember_z8QOULkNwqH4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zR3fMJisRUrb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">153</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_986_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--CertificatesMember_znS3cG4KtEMa" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">175</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zeqbQ0zzie2j" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">172</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zHnAo76bnUok" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">153</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zUB7cytw0uRe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">175</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--CertificatesMember_zbnHSXNZijb6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">172</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">Licenses and integration</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-size: 8pt">Upon delivery</span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zIaUiqYv34uk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">606</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zRalldq6gGn1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">287</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zsWpTBUBR8ji" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">1,976</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zSIIIBRlbH92" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zCuvQOMhc8Oa" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zFoZ9lDoNHSi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zpI6saicvuv3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">606</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zKMBoBJWlGgi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">287</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font: 10pt Times New Roman, Times, Serif"><span style="font-size: 8pt"> </span></td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_982_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--LicensesAndIntegrationMember_zSqFvmH8KECa" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">1,976</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt"><span style="font-size: 8pt">SaaS, PCS
and hosting</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1pt"><span style="font-size: 8pt">Quarterly
or yearly</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zE3vj6PzzWve" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_985_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zkEJeVFHqhrh" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_z0huegLRWThi" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zX4jwBDyRGNe" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">20</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zrXGOJoqKxS2" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zJdBrG0AVFO6" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_986_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zeXgsYCVduU2" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">20</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zuNnWx11L6Ld" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_987_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zQVYrH46BcW4" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt"><span style="font-size: 8pt">Total mPKI segment revenue</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_989_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zUR0godx9ud4" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">606</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_982_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zmvwkFzSTSz3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">287</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_z58JGq3Gz7g9" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">1,976</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zc2BASas4Bme" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">173</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zCRE13dt7avh" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">175</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zcwAVQWHzSR4" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">172</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_986_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zppemv87JWd8" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">779</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_z6eAfgdntrl2" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">462</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zv0genB2keEc" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">2,148</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt">AI Segment</span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: center"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt"><span style="font-size: 8pt"> </span></td>
<td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: right"><span style="font-size: 8pt"> </span></td><td style="font-size: 10pt; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt"><span style="font-size: 8pt">SaaS, PCS
and hosting</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center; padding-bottom: 1pt"><span style="font-size: 8pt">Quarterly
or yearly</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_980_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_z5VuUL6PjFef" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zV1tGGT1XX3b" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zismTadEqZNf" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zh1CR1zItJXb" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">4,612</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_989_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_z3F7WsRO1jo" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_z85vsCjN7Jtg" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zf7Ja0l0wjSb" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">4,612</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zmgnCCRqNWXl" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_982_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--ProductOrServiceAxis__custom--SaasPcsAndHostingMember_zwEwdN00jbue" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt"><span style="font-size: 8pt">Total AI segment revenue</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zjngdn8kK3N9" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt"><span style="-sec-ix-hidden: xdx2ixbrl3498">—</span></span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_z7RHdUAlvbyg" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt"><span style="-sec-ix-hidden: xdx2ixbrl3500">—</span></span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zIS4NMCLn8Ja" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt"><span style="-sec-ix-hidden: xdx2ixbrl3502">—</span></span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zQ21bVhb1h6i" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">4,612</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zkTf4iCiHzHb" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_982_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zYqVoqzWyI73" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zo2ZJbWQc256" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">4,612</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zdFPe0AlgmVe" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zffsLKg2VAah" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">—</span></td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right; padding-bottom: 2.5pt"><span style="font-size: 8pt">Total
Revenue</span></td><td style="border-bottom: Black 2.5pt double; font-size: 10pt; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font-size: 10pt; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_z6IuCdEoRUS6" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">17,473</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zgSnpjkMDNw1" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">14,604</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredAtPointInTimeMember_zc4xiCu5I777" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">22,480</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zhTpVZlmPkd" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">4,785</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zvKlHf7Ybhy3" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">175</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--TimingOfTransferOfGoodOrServiceAxis__us-gaap--TransferredOverTimeMember_zapc5akI5Aul" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">172</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20210101__20211231_z7MqyBUic76" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">22,258</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20200101__20201231_zoeqs8V6Z0Dh" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">14,779</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"><span style="font-size: 8pt"> </span></td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20190101__20191231_zOlHu49uWhu7" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Total revenue"><span style="font-size: 8pt">22,652</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For the years ended December 31, 2021, 2020, and
2019 the Group recorded no revenues related to performance obligations satisfied in prior periods.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_917_eus-gaap--TransferredAtPointInTimeMember_zbqqxteBrhQ5" style="display: none">At One Point in Time</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_914_eus-gaap--TransferredOverTimeMember_zV3CznEHB6i3" style="display: none">Over Time</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89B_eus-gaap--RevenueFromExternalCustomersByGeographicAreasTableTextBlock_zOED1rZdFfse" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table shows the Group’s revenues
disaggregated by geography, based on our customers’ billing addresses:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B8_zZdjtYK0GLIl" style="display: none">Revenue - Schedule of Disaggregation
of Revenue by Geographic Areas</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Net sales by region</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">2019</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">IoT Segment</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 55%; text-align: left">Switzerland</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__country--CH_zJWAB0hcSem1" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Net sales">406</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__country--CH_zJHWWb6Ce8Yi" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Net sales">278</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__country--CH_zVODB93mhSh3" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Net sales">708</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Rest of EMEA</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zKuEriJSm1qk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">3,721</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zad2WrAO4jL2" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">4,228</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zk0igP4d91pe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">7,508</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">North America</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zMPVMG0fvF3a" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">10,631</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zv5Ox4AwYe8k" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">8,217</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zoflsEDVMaO4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">9,547</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Asia Pacific</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zrC5jPT88L1d" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,062</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zkTcL3yZGxEf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">1,526</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zmce8PKNq1da" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,503</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Latin America</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zwnc7kbKQ5Ld" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">47</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zSPvLTWG3Dj8" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">68</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_ziZEFHbZDGP4" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">238</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total IoT segment revenue</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zujFxX4cZQq4" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">16,867</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zKK4g180yvqh" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">14,317</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_ztiLhXH1vGHh" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">20,504</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">mPKI Segment</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Switzerland</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__country--CH_zzxe6IQf7fv9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">596</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__country--CH_zBJt70ETj2ei" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">314</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__country--CH_z19wUeXKexY" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">1,428</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Rest of EMEA</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zO6kZRfpk6Yf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">98</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zE554Qm6TF79" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">93</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zSDF9mBJAn1d" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">539</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">North America</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zAd1vh4iw3b1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">58</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zdGzT1XeV3tb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">43</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zPxqjMasNzW6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">144</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Asia Pacific</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zzyx8XuIomsg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zXAXW1xu5rOh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_z03o75kztmZ6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Latin America</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_z7BQUXqt45Qc" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">27</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zXIiqnUbyQhh" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">12</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zwkUddv3pyZ1" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">36</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total mPKI segment revenue</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_z0qaAkQ78B2l" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">779</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zoJ0Ke9sSU8f" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">462</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zSjtsaGFB8a3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,148</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">AI Segment</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Switzerland</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__country--CH_z9uHhYmEeHOe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">270</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__country--CH_z6fUsbY7FQJf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__country--CH_z2AiFSJbEvW1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Rest of EMEA</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zR5cvveIpMT3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">3,883</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zOibQaPO4tTh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_za37F2aBE6vb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">North America</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_z0UyKw39pMPk" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">459</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zcy6uIXFwXm8" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zC9nYR7ftn0l" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total AI segment revenue</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zjDFMuPhZpr9" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">4,612</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zZuWrThEJmsg" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_z3yx3SkyY4mf" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total Net sales</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231_ziwj1jVCrH4d" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">22,258</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20200101__20201231_zWtzVYtvjIU1" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">14,779</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20190101__20191231_zPs0YY50Tt02" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">22,652</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
1686700014317000205040000001686700014317000205040001686700014317000205040000001686700014317000205040000001530001750001720001530001750001720006060002870001976000000606000287000197600000020000002000000606000287000197600017300017500017200077900046200021480000004612000004612000004612000004612000001747300014604000224800004785000175000172000222580001477900022652000<p id="xdx_89B_eus-gaap--RevenueFromExternalCustomersByGeographicAreasTableTextBlock_zOED1rZdFfse" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table shows the Group’s revenues
disaggregated by geography, based on our customers’ billing addresses:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B8_zZdjtYK0GLIl" style="display: none">Revenue - Schedule of Disaggregation
of Revenue by Geographic Areas</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Net sales by region</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">2019</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">IoT Segment</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 55%; text-align: left">Switzerland</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__country--CH_zJWAB0hcSem1" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Net sales">406</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__country--CH_zJHWWb6Ce8Yi" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Net sales">278</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__country--CH_zVODB93mhSh3" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Net sales">708</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Rest of EMEA</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zKuEriJSm1qk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">3,721</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zad2WrAO4jL2" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">4,228</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zk0igP4d91pe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">7,508</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">North America</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zMPVMG0fvF3a" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">10,631</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zv5Ox4AwYe8k" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">8,217</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zoflsEDVMaO4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">9,547</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Asia Pacific</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zrC5jPT88L1d" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,062</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zkTcL3yZGxEf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">1,526</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zmce8PKNq1da" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,503</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Latin America</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zwnc7kbKQ5Ld" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">47</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zSPvLTWG3Dj8" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">68</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_ziZEFHbZDGP4" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">238</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total IoT segment revenue</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zujFxX4cZQq4" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">16,867</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zKK4g180yvqh" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">14,317</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_ztiLhXH1vGHh" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">20,504</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">mPKI Segment</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Switzerland</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__country--CH_zzxe6IQf7fv9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">596</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__country--CH_zBJt70ETj2ei" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">314</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__country--CH_z19wUeXKexY" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">1,428</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Rest of EMEA</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zO6kZRfpk6Yf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">98</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zE554Qm6TF79" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">93</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zSDF9mBJAn1d" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">539</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">North America</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zAd1vh4iw3b1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">58</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zdGzT1XeV3tb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">43</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zPxqjMasNzW6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">144</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Asia Pacific</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_d0_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zzyx8XuIomsg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zXAXW1xu5rOh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--AsiaPacificMember_z03o75kztmZ6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Latin America</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_z7BQUXqt45Qc" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">27</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zXIiqnUbyQhh" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">12</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zwkUddv3pyZ1" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">36</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total mPKI segment revenue</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_z0qaAkQ78B2l" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">779</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zoJ0Ke9sSU8f" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">462</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zSjtsaGFB8a3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,148</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">AI Segment</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Switzerland</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__country--CH_z9uHhYmEeHOe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">270</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__country--CH_z6fUsbY7FQJf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__country--CH_z2AiFSJbEvW1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Rest of EMEA</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zR5cvveIpMT3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">3,883</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zOibQaPO4tTh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__us-gaap--EMEAMember_za37F2aBE6vb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">North America</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_z0UyKw39pMPk" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">459</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zcy6uIXFwXm8" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zC9nYR7ftn0l" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total AI segment revenue</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zjDFMuPhZpr9" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">4,612</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_d0_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zZuWrThEJmsg" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--Revenues_pn3n3_d0_c20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_z3yx3SkyY4mf" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">—</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total Net sales</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231_ziwj1jVCrH4d" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">22,258</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20200101__20201231_zWtzVYtvjIU1" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">14,779</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20190101__20191231_zPs0YY50Tt02" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">22,652</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
4060002780007080003721000422800075080001063100082170009547000206200015260002503000470006800023800016867000143170002050400059600031400014280009800093000539000580004300014400000100027000120003600077900046200021480002700000038830000045900000461200000222580001477900022652000<p id="xdx_897_eus-gaap--ContractWithCustomerAssetAndLiabilityTableTextBlock_zfPKoh8c7BWg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our contract assets, deferred revenue and contract
liability consist of:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B4_zG7a8aRD5p3d" style="display: none">Revenue - Schedule of Contract Assets,
Deferred Revenue and Contract Liability</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49B_20211231_zxou7Fz6zk01" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_496_20201231_zPKQakS64A3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40A_ecustom--TradeAccountsReceivablesAbstract_iB_zvsXVl85Z749" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Trade accounts receivables</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_408_ecustom--TradeAccountsReceivableCurrent_i01I_pn3n3_hus-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zzTUywzbIpNb" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 60%; text-align: left">Trade accounts receivable - IoT segment</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">2,655</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 6%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">2,227</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_407_ecustom--TradeAccountsReceivableCurrent_i01I_pn3n3_hus-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zSQod8WvM3Lj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Trade accounts receivable - mPKI segment</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">164</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">381</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_ecustom--TradeAccountsReceivableCurrent_i01I_pn3n3_hus-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zUPi1xVv0ZG7" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Trade accounts receivable - AI segment</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">259</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl3656">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_408_ecustom--TradeAccountsReceivableCurrent_i01I_pn3n3_zckiLTO9jnIi" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Total trade accounts receivables</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">3,078</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2,608</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--ContractWithCustomerAssetNet_iI_pn3n3_d0_zkPTSDzecymc" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Contract assets</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--ContractWithCustomerAssetNet_iI_pn3n3_d0_zlvqlemQkDGe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt">Total contract assets</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--ContractWithCustomerLiabilityCurrent_iI_pn3n3_zTgFQPmz7IF3" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Contract liabilities - current</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">128</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">367</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40F_eus-gaap--ContractWithCustomerLiabilityNoncurrent_iI_pn3n3_zv4r0smUIUwd" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Contract liabilities - noncurrent</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">57</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">23</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--ContractWithCustomerLiability_iI_pn3n3_zr0aIa7jyzP6" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt">Total contract liabilities</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">185</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">390</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40A_eus-gaap--DeferredRevenueAbstract_iB_z8oCCGwkIBc9" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: justify">Deferred revenue</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--DeferredRevenue_iI_pn3n3_hus-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zCIISHzXGVy1" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Deferred revenue - mPKI segment</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">192</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">171</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--DeferredRevenue_iI_pn3n3_hus-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zlCm7ahkzRHi" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Deferred revenue - IoT segment</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl3682">—</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">150</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40C_eus-gaap--DeferredRevenue_iI_pn3n3_hus-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zPCoGULaolwk" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt">Deferred revenue - AI segment</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">395</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl3686">—</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40A_eus-gaap--DeferredRevenue_iI_pn3n3_zO50EoQhyvTh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt">Total deferred revenue</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">587</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">321</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 2.5pt">Revenue recognized in the period from amounts included in the deferred revenue of the mPKI and IoT segments at the beginning of the year</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--ContractWithCustomerLiabilityRevenueRecognized_pn3n3_c20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiAndIotMember_zK4qZ8dHO78h" style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Revenue recognized in the year from amounts included in the deferred revenue of the mPKI and IoTsegments at the beginning of the year">290</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--ContractWithCustomerLiabilityRevenueRecognized_pn3n3_c20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiAndIotMember_zGOZ6b32nHG8" style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Revenue recognized in the year from amounts included in the deferred revenue of the mPKI and IoTsegments at the beginning of the year">84</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"/>
26550002227000164000381000259000307800026080000000128000367000570002300018500039000019200017100015000039500058700032100029000084000772000<table cellpadding="0" cellspacing="0" id="xdx_889_eus-gaap--RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTableTextBlock_pn3n3_zkuGsdgNb6H5" style="width: 70%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Revenue - Schedule of Remaining Performance Obligations (Details)">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; width: 77%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Estimated revenue from remaining performance obligations<br/>
as at December 31, 2021 (USD'000)</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 23%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> Total</b></span></td></tr>
<tr style="background-color: rgb(204,238,255)">
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td>
<td id="xdx_989_eus-gaap--RevenueRemainingPerformanceObligation_iI_c20211231__custom--RemaingPerformanceObligationsYearAxis__custom--PerformanceObligationsYear2022Member_zFT1MKR6i7te" style="text-align: right" title="Estimated remaining performance obligation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">615</span></td></tr>
<tr style="background-color: White">
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2023</span></td>
<td id="xdx_988_eus-gaap--RevenueRemainingPerformanceObligation_iI_c20211231__custom--RemaingPerformanceObligationsYearAxis__custom--PerformanceObligationsYear2023Member_z2xDxqkvYiN6" style="text-align: right" title="Estimated remaining performance obligation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">157</span></td></tr>
<tr style="background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total remaining performance obligation</b></span></td>
<td id="xdx_98C_eus-gaap--RevenueRemainingPerformanceObligation_iI_c20211231_zyTK4XqCT4V6" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; text-align: right" title="Estimated remaining performance obligation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>772</b></span></td></tr>
</table>615000157000772000<p id="xdx_80F_eus-gaap--OtherOperatingIncomeAndExpenseTextBlock_zYSJ9Xk1cUHk" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 34.</span> <span id="xdx_828_zlYQ4eJOxjk3">Other operating income</span></p>
<p id="xdx_89C_ecustom--OtherOperatingIncomeTableTextBlock_zobAVIS8ZAW4" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><b style="display: none">Other operating income</b></p>
<p style="margin-top: 0; margin-bottom: 0"><span id="xdx_8BE_zQNxJH3ND8c7" style="display: none">Other Operating Income - Schedule of Other Operating Income</span></p>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 55%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_49C_20210101__20211231_zgD9urNrjywl" style="font: 10pt Times New Roman, Times, Serif; text-align: right; width: 11%"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_49F_20200101__20201231_zSXO4eOg9izi" style="font: 10pt Times New Roman, Times, Serif; text-align: right; width: 11%"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_49C_20190101__20191231_zYPswFjsgPD8" style="font: 10pt Times New Roman, Times, Serif; text-align: right; width: 11%"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td></tr>
</table>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr id="xdx_407_ecustom--OtherOperatingIncomeRelatedParties_maOOIzGmv_zfiI1OYFmhn5" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 55%; text-align: left">Other operating income from related parties</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">71</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">43</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">140</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_401_ecustom--OtherOtherOperatingIncome_d0_maOOIzGmv_z8hF3sLzkP69" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other operating income - other</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">112</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">40</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--OtherOperatingIncome_iT_mtOOIzGmv_zKsgl48KmdUe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total other operating income</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">183</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">43</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">180</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the year 2021, other operating income from
related parties was made up of the amounts invoiced by WISeKey to the OISTE Foundation for the use of its premises and equipment (see
Note 42).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89C_ecustom--OtherOperatingIncomeTableTextBlock_zobAVIS8ZAW4" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><b style="display: none">Other operating income</b></p>
<p style="margin-top: 0; margin-bottom: 0"><span id="xdx_8BE_zQNxJH3ND8c7" style="display: none">Other Operating Income - Schedule of Other Operating Income</span></p>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 55%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_49C_20210101__20211231_zgD9urNrjywl" style="font: 10pt Times New Roman, Times, Serif; text-align: right; width: 11%"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_49F_20200101__20201231_zSXO4eOg9izi" style="font: 10pt Times New Roman, Times, Serif; text-align: right; width: 11%"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_49C_20190101__20191231_zYPswFjsgPD8" style="font: 10pt Times New Roman, Times, Serif; text-align: right; width: 11%"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td></tr>
</table>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr id="xdx_407_ecustom--OtherOperatingIncomeRelatedParties_maOOIzGmv_zfiI1OYFmhn5" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 55%; text-align: left">Other operating income from related parties</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">71</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">43</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">140</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_401_ecustom--OtherOtherOperatingIncome_d0_maOOIzGmv_z8hF3sLzkP69" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other operating income - other</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">112</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">40</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--OtherOperatingIncome_iT_mtOOIzGmv_zKsgl48KmdUe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total other operating income</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">183</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">43</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">180</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the year 2021, other operating income from
related parties was made up of the amounts invoiced by WISeKey to the OISTE Foundation for the use of its premises and equipment (see
Note 42).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
710004300014000011200004000018300043000180000<p id="xdx_80E_eus-gaap--ShareholdersEquityAndShareBasedPaymentsTextBlock_z2SgwrcDmos" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 35.</span> <span id="xdx_826_zXusHTEwvI6f">Stock-based compensation</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Employee stock option plans</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Stock Option Plan (“ESOP 1”) was
approved on December 31, 2007 by the stockholders of WISeKey SA, representing <span id="xdx_904_eus-gaap--EmployeeStockOwnershipPlanESOPNumberOfAllocatedShares_iI_pid_c20071231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember__us-gaap--EmployeeStockOwnershipPlanESOPDisclosuresByPlanAxis__custom--EsopOneMember_zEgn71uHXx53" title="Stock options, number of allocated shares">2,632,500</span> options convertible into WISeKey SA shares with
an exercise price of CHF <span id="xdx_907_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20071231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember__us-gaap--EmployeeStockOwnershipPlanESOPDisclosuresByPlanAxis__custom--EsopOneMember_zaxdjjgCWAW3" title="Options, exercise price">0.01</span> per share.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Stock Option Plan (“ESOP 2”) was
approved on December 31, 2011 by the stockholders of WISeKey SA, representing <span id="xdx_90E_eus-gaap--EmployeeStockOwnershipPlanESOPNumberOfAllocatedShares_iI_pid_c20111231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember__us-gaap--EmployeeStockOwnershipPlanESOPDisclosuresByPlanAxis__custom--EsopTwoMember_zPCi0eJlI4U3" title="Stock options, number of allocated shares">16,698,300</span> options convertible into WISeKey SA shares
with an exercise price of CHF <span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iI_pid_c20111231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember__us-gaap--EmployeeStockOwnershipPlanESOPDisclosuresByPlanAxis__custom--EsopTwoMember_zgnFXDJmBRk7" title="Options, exercise price">0.01</span> per share.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">At March 22, 2016 as part of the reverse acquisition
transaction, both ESOP plans in existence in WISeKey SA were transferred to WISeKey International Holding Ltd at the same terms, with
the share exchange term of 5:1 into WIHN Class B Shares.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Grants</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the 12 months to December 31, 2019, the Group
granted a total of <span id="xdx_907_eus-gaap--EmployeeStockOwnershipPlanESOPNumberOfAllocatedShares_iI_pid_c20191231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z0rArJO0djY3" title="Stock options, number of allocated shares">2,292,539</span> options exercisable in WIHN Class B Shares. Each option is exercisable into one Class B Share.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The options granted consisted of:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> <span id="xdx_91D_eus-gaap--EmployeeStockOptionMember_zhU0AZKwNHIh" style="display: none">Employees</span></p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20190101__20191231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zEx0sq4Vu2vh" title="Options, granted"><span id="xdx_904_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_pid_c20190101__20191231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zDOVQ3o3dQX2" title="Options, exercised">2,074,770</span></span> options with immediate vesting granted to employees and Board members, none of which had been
exercised as of December 31, 2019;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_902_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20190101__20191231__us-gaap--AwardTypeAxis__custom--EmployeeTwoStockOptionMember_zjl6eKufEK1e" title="Options, granted"><span id="xdx_90F_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_pid_c20190101__20191231__us-gaap--AwardTypeAxis__custom--EmployeeTwoStockOptionMember_zbhc7bZzeFUe" title="Options, exercised">145,854</span></span> options with immediate vesting granted to employees and Board members, all of which had been exercised
as of December 31, 2019;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember_zS7YyJxdNW55" title="Options, granted"><span id="xdx_909_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_pid_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember_z2TA8eBdPOFe" title="Options, exercised">60,394</span></span> options with immediate vesting granted in exchange for WISeKey SA shares, all of which had been
exercised as of December 31, 2019; and</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20190101__20191231__us-gaap--AwardTypeAxis__custom--ExternalAdvisorsStockOptionMember_zVnbmj8weICi" title="Options, granted">11,521</span> options with immediate vesting granted to an external advisor and which had not been exercised
as of December 31, 2019.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The options granted were valued at grant date
using the Black-Scholes model.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the 12 months to December 31, 2020, the Group
granted a total of <span id="xdx_90B_eus-gaap--EmployeeStockOwnershipPlanESOPNumberOfAllocatedShares_iI_pid_c20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zrZPtzMp0LXi" title="Stock options, number of allocated shares">467,617</span> options exercisable in WIHN Class B Shares. Each option is exercisable into one Class B Share.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The options granted consisted of:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20200101__20201231__us-gaap--AwardTypeAxis__custom--EmployeeAndBoardMembersStockOptionMember_zMJSWJFo3NFa" title="Options, granted">279,017</span> options with immediate vesting granted to employees and Board members, none of which had been
exercised as of December 31, 2020;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_900_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20200101__20201231__us-gaap--AwardTypeAxis__custom--EmployeeAndBoardMembersTwoStockOptionMember_zRJXOz9eZQgd" title="Options, granted"><span id="xdx_90D_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_pid_c20200101__20201231__us-gaap--AwardTypeAxis__custom--EmployeeAndBoardMembersTwoStockOptionMember_z9I9MhJmTa6f" title="Options, exercised">5,381</span></span> options with immediate vesting granted to employees and Board members, all of which had been exercised
as of December 31, 2020;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_901_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20200101__20201231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zQbD2YLHUEjf" title="Options, granted">16,667</span> options vesting on <span id="xdx_90C_ecustom--StockOptionsVestedDate_c20200101__20201231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zWohtIywsfh2" title="Stock options, vested date">November 10, 2021</span> granted to employees;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20200101__20201231__us-gaap--AwardTypeAxis__custom--EmployeeTwoStockOptionMember_zgMVZK2fW7x8" title="Options, granted">16,666</span> options vesting on <span id="xdx_909_ecustom--StockOptionsVestedDate_c20200101__20201231__us-gaap--AwardTypeAxis__custom--EmployeeTwoStockOptionMember_zOWRuv4tRoM1" title="Stock options, vested date">November 10, 2022</span> granted to employees;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_904_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20200101__20201231__us-gaap--AwardTypeAxis__custom--EmployeeThreeStockOptionMember_zExdbUq0NiB5" title="Options, granted">33,334</span> options vesting on <span id="xdx_905_ecustom--StockOptionsVestedDate_c20200101__20201231__us-gaap--AwardTypeAxis__custom--EmployeeThreeStockOptionMember_z8Z5sIc20LNj" title="Stock options, vested date">June 30, 2021</span> granted to employees;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20200101__20201231__us-gaap--AwardTypeAxis__custom--EmployeeFourStockOptionMember_z8sJd3MzpPA2" title="Options, granted">33,333</span> options vesting on <span id="xdx_904_ecustom--StockOptionsVestedDate_c20200101__20201231__us-gaap--AwardTypeAxis__custom--EmployeeFourStockOptionMember_zahxKRp22TKg" title="Stock options, vested date">June 30, 2022</span> granted to employees;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_90D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20200101__20201231__us-gaap--AwardTypeAxis__custom--EmployeeFiveStockOptionMember_z47Khv6zRPJ1" title="Options, granted">33,333</span> options vesting on <span id="xdx_907_ecustom--StockOptionsVestedDate_c20200101__20201231__us-gaap--AwardTypeAxis__custom--EmployeeFiveStockOptionMember_ztupkgPqgHc3" title="Stock options, vested date">June 30, 2023</span> granted to employees;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_900_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember_zheIisuRIwS1" title="Options, granted"><span id="xdx_908_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_pid_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember_zum1oRUNnesk" title="Options, exercised">16,323</span></span> options with immediate vesting granted in exchange for WISeKey SA shares, all of which had been
exercised as of December 31, 2020; and</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_907_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20200101__20201231__us-gaap--AwardTypeAxis__custom--ExternalAdvisorsStockOptionMember_zoxB3Ftwn9ue" title="Options, granted">33,563</span> options with immediate vesting granted to external advisors and which had not been exercised as
of December 31, 2020.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The options granted were valued at grant date
using the Black-Scholes model.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the 12 months to December 31, 2021, the Group
granted a total of <span id="xdx_904_eus-gaap--EmployeeStockOwnershipPlanESOPNumberOfAllocatedShares_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zPTJYdHgOFpe" title="Stock options, number of allocated shares">2,029,821</span> options exercisable in WIHN Class B Shares. Each option is exercisable into one Class B Share.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The options exercisable in WIHN Class B Shares
granted consisted of:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20210101__20211231__us-gaap--AwardTypeAxis__custom--EmployeeAndBoardMembersStockOptionMember_z1zDtAz3UhQj" title="Options, granted">1,883,544</span> options with immediate vesting granted to employees and Board members, none of which had been
exercised as of December 31, 2021;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_904_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20210101__20211231__us-gaap--AwardTypeAxis__custom--EmployeeAndBoardMembersTwoStockOptionMember_z0rG4NHn9wXf" title="Options, granted"><span id="xdx_900_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_pid_c20210101__20211231__us-gaap--AwardTypeAxis__custom--EmployeeAndBoardMembersTwoStockOptionMember_zyrFO9y8FoB6" title="Options, exercised">16,714</span></span> options with immediate vesting granted to employees and Board members, all of which had been exercised
as of December 31, 2021;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_90D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20210101__20211231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zmDG9ONUwaZ4" title="Options, granted">33,000</span> options vesting on <span id="xdx_90F_ecustom--StockOptionsVestedDate_c20210101__20211231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zv3cFPo1hNA7" title="Stock options, vested date">May 1, 2022</span> granted to employees;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_90B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20210101__20211231__us-gaap--AwardTypeAxis__custom--EmployeeTwoStockOptionMember_zCrgrScPY035" title="Options, granted">33,000</span> options vesting on <span id="xdx_90F_ecustom--StockOptionsVestedDate_c20210101__20211231__us-gaap--AwardTypeAxis__custom--EmployeeTwoStockOptionMember_zALiMR7OmfQi" title="Stock options, vested date">May 1, 2023</span> granted to employees;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_901_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20210101__20211231__us-gaap--AwardTypeAxis__custom--EmployeeThreeStockOptionMember_zT7Swx0up8Ml" title="Options, granted">34,000</span> options vesting on <span id="xdx_906_ecustom--StockOptionsVestedDate_c20210101__20211231__us-gaap--AwardTypeAxis__custom--EmployeeThreeStockOptionMember_zE1zvBd7sYij" title="Stock options, vested date">May 1, 2024</span> granted to employees;</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_90B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20210101__20211231__us-gaap--AwardTypeAxis__custom--ExternalAdvisorsStockOptionMember_zEQ8HOl7CmDj" title="Options, granted">23,042</span> options with immediate vesting granted to external advisors and which had not been exercised as
of December 31, 2021; and</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify"><span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20210101__20211231__us-gaap--AwardTypeAxis__custom--ExternalAdvisorsStockOptionTwoMember_zdpKP1KIrRfd" title="Options, granted"><span id="xdx_908_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_pid_c20210101__20211231__us-gaap--AwardTypeAxis__custom--ExternalAdvisorsStockOptionTwoMember_zYabw86WRptj" title="Options, exercised">6,521</span></span> options with immediate vesting granted to external advisors, all of which had been exercised as
of December 31, 2021.</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the 12 months to December 31, 2021, the Group
also granted a total of <span id="xdx_902_eus-gaap--EmployeeStockOwnershipPlanESOPNumberOfAllocatedShares_iI_pid_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zbGLR9QL4aq7" title="Stock options, number of allocated shares">9,818,000</span> options exercisable in WIHN Class A Shares with immediate vesting to employees and Board members, none
of which had been exercised as of December 31, 2021. Each option is exercisable into one Class A Share.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All options granted were valued at grant date
using the Black-Scholes model.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Stock option charge to the income statement</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group calculates the fair value of options
granted by applying the Black-Scholes option pricing model, using the market price of a WIHN Class B Share. Expected volatility is based
on historical volatility of WIHN Class B Shares.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the fiscal year 2021, a total charge of USD <span id="xdx_904_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_pp0p0_c20210101__20211231_z1EaXTlJSVP1" title="Share-based compensation expense">3,783,314</span>
was recognized in the consolidated income statement calculated by applying the Black-Scholes model at grant, in relation to options:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_916_eus-gaap--ShareBasedPaymentArrangementNonemployeeMember_zmwnrMbMtsOc" style="display: none">Nonemployees</span> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">USD <span id="xdx_902_eus-gaap--EmployeeBenefitsAndShareBasedCompensation_pp0p0_c20210101__20211231__us-gaap--AwardTypeAxis__custom--EmployeeAndBoardMembersStockOptionMember_zlx7pHZ5HWMl" title="Share-based compensation expense">3,761,150</span> for options granted to employees and Board members; and</td></tr></table>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"/>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top">
<td style="width: 0.25in"/><td style="width: 0.25in"><span style="font-family: Times New Roman, Times, Serif">-</span></td><td style="text-align: justify">USD <span id="xdx_901_eus-gaap--EmployeeBenefitsAndShareBasedCompensation_pp0p0_c20210101__20211231__us-gaap--GranteeStatusAxis__us-gaap--ShareBasedPaymentArrangementNonemployeeMember_znUiqoF4WtKj" title="Share-based compensation expense">22,164</span> for options granted to nonemployees.</td></tr></table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<p style="margin-top: 0; margin-bottom: 0"/>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<p id="xdx_89F_eus-gaap--ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock_z89UiTjmI8b5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following assumptions were used to calculate
the compensation expense and the calculated fair value of stock options granted:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B6_zhZ8IHoWh4Oc" style="display: none">Stock-Based Compensation - Schedule
of Stock Options Valuation Assumptions</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">Assumption</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" id="xdx_497_20210101__20211231_zUtEpsrFI1fe" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">December 31, 2021</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" id="xdx_49D_20200101__20201231_zi5bcw4j45bk" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">December 31, 2020</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" id="xdx_490_20190101__20191231_z5Hn9V0UWN5g" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">December 31, 2019</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Dividend yield</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">None</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">None</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">None</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate_pid_dp_ztCIW4JEgS4l" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 46%; text-align: left">Risk-free interest rate used (average)</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">1.00%</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"/><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">1.00%</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"/><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">1.00%</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"/></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Expected market price volatility</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_c20210101__20211231_zNpcghbirIJ1" title="Expected market price volatility, minimum">61.33</span> - <span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum_pid_dp_c20210101__20211231_znzEbWmHlIEj" title="Expected market price volatility, maximum">99.64</span>%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_c20200101__20201231_zrB6wp1WdNd" title="Expected market price volatility, minimum">37.61</span>% - <span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum_pid_dp_c20200101__20201231_z7UpqQH4usag" title="Expected market price volatility, maximum">65.38</span>%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_c20190101__20191231_z4o1Z6sArPJ5" title="Expected market price volatility, minimum">51.59</span>% - <span id="xdx_906_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum_pid_dp_c20190101__20191231_zwLt4MnreL49" title="Expected market price volatility, maximum">56.86</span>%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Average remaining expected life of stock options on WIHN Class B Shares (years)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zcs3YwiC1af6" title="Average remaining expected life of stock options on WIHN Class B Shares (years)">4.31</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_901_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zxdbq6STZlni" title="Average remaining expected life of stock options on WIHN Class B Shares (years)">3.43</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_906_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20190101__20191231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zg4s8crZ8Vwk" title="Average remaining expected life of stock options on WIHN Class B Shares (years)">3.01</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Average remaining expected life of stock options on WIHN Class A Shares (years)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zuPELEI1VP02" title="Average remaining expected life of stock options on WIHN Class A Shares (years)">3.40</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">n/a</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">n/a</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_8A5_zeDNRs66S0W3" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Unvested options to employees as at December 31,
2021 were recognized prorata temporis over the service period (grant date to vesting date).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_893_eus-gaap--ScheduleOfNonvestedShareActivityTableTextBlock_zutqH7ZW4vL5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table illustrates the development
of the Group’s non-vested options for the years ended December 31, 2021 and 2020.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B1_zBNcPZ1pIQK3" style="display: none">Stock-Based Compensation
- Schedule of Non-Vested Share Activity</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom">
<td style="white-space: nowrap"> </td>
<td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Options on WIHN Class B Shares</b></span></td>
<td style="white-space: nowrap"> </td>
<td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Options on WIHN Class A Shares</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 48%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Non-vested options</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 10%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Number of shares under options</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 14%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted-average grant date fair value (USD)</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 4%; text-align: center"> </td>
<td style="border-bottom: Black 1pt solid; width: 10%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Number of shares under options</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 14%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted-average grant date fair value (USD)</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Non-vested options as at December 31, 2019</b></span></td>
<td id="xdx_98D_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zDh33qwJyDv4" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Non-vested options"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>5,026 </b></span></td>
<td id="xdx_985_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zlyH4GK48bSa" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Weighted-average grant date fair value"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 3.65 </b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_988_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zfUwgWBPI5H8" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Non-vested options">—</td>
<td id="xdx_98F_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iS_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z4JHBtJdYyib" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Weighted-average grant date fair value">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td>
<td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zDhQj3QzXKij" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">467,617 </span></td>
<td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z22DbHKMNHG2" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.08</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zIkoWBljnHv3" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Granted">—</td>
<td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zTMeZbqbMlFk" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Granted"><span style="-sec-ix-hidden: xdx2ixbrl3859">—</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vested</span></td>
<td id="xdx_985_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_iN_pid_di_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zI0AuUAiTwbl" style="white-space: nowrap; text-align: right" title="Vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(339,310)</span></td>
<td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zLzRQNpQaY5f" style="white-space: nowrap; text-align: right" title="Vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.01</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zD9FiZyOlXrl" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Vested">—</td>
<td id="xdx_982_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zPzDEfaux859" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Vested">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Non-vested forfeited or cancelled</span></td>
<td id="xdx_985_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zFkCdeo61Sa8" style="white-space: nowrap; text-align: right" title="Non-vested forfeited or cancelled">—</td>
<td id="xdx_98A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedWeightedAverageGrantDateFairValue_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z247Qc1uFFnd" style="white-space: nowrap; text-align: right" title="Non-vested forfeited or cancelled">—</td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_984_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_ze5USbrHeJ5e" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Non-vested forfeited or cancelled">—</td>
<td id="xdx_985_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedWeightedAverageGrantDateFairValue_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zBMXym5Kn3sc" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Non-vested forfeited or cancelled">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Non-vested options as at December 31, 2020</b></span></td>
<td id="xdx_982_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zlXx3GJ6KJjg" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Non-vested options"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>133,333 </b></span></td>
<td id="xdx_981_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z3RJ3onqfHy" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Weighted-average grant date fair value"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1.20
</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zhCD9mA1bSgh" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Non-vested options">—</td>
<td id="xdx_981_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iS_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zemdLyQ9SYX2" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Weighted-average grant date fair value">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zJ9KpThjfdMb" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,029,821 </span></td>
<td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zwXKwtEFqfVj" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.95</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zbszDaVlutk7" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9,818,000 </span></td>
<td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_ziahGNaXE7Ld" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.19</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vested</span></td>
<td id="xdx_989_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_iN_pid_di_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zYbsDEvrX5Ze" style="white-space: nowrap; text-align: right" title="Vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,946,488)</span></td>
<td id="xdx_98D_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z1hCxaGE3hKl" style="white-space: nowrap; text-align: right" title="Vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.98</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_98A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_iN_pid_di_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zl4p5kxK5xA3" style="white-space: nowrap; text-align: right" title="Vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(9,818,000)</span></td>
<td id="xdx_98F_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zLNiOmtCOmz6" style="white-space: nowrap; text-align: right" title="Vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.19</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Non-vested forfeited or cancelled</span></td>
<td id="xdx_98C_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares_iN_pid_di0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z9bFAh3M2It3" style="white-space: nowrap; text-align: right" title="Non-vested forfeited or cancelled"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(100,000)</span></td>
<td id="xdx_985_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedWeightedAverageGrantDateFairValue_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zOHBP156xMHa" style="white-space: nowrap; text-align: right" title="Non-vested forfeited or cancelled"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.05</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_982_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_ztkrPMCXCwjg" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Non-vested forfeited or cancelled">—</td>
<td id="xdx_98E_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedWeightedAverageGrantDateFairValue_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zww2cEGXzmAk" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Non-vested forfeited or cancelled">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Non-vested options as at December 31, 2021</b></span></td>
<td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zt6GzAbOAPA6" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Non-vested options"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>116,666 </b></span></td>
<td id="xdx_982_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zkus71SqAAE1" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Weighted-average grant date fair value"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1.28
</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_986_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iE_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zGYNMiOq3TBe" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Non-vested options"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>—</b></span></td>
<td id="xdx_98E_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iE_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zmoe9EUtG2jg" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Weighted-average grant date fair value"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>0.19
</b></span></td></tr>
</table>
<p id="xdx_8AF_zmbVxUIWMOS7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, there was a USD <span id="xdx_90A_eus-gaap--EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized_iI_pp0p0_c20211231_zM9S7eclW6hd" title="Unrecognized compensation expense">54,690</span>
unrecognized compensation expense related to non-vested stock option-based compensation arrangements. Non-vested stock options outstanding
as at December 31, 2021 were accounted for using the graded-vesting method, as permitted under ASC 718-10-35-8, and we therefore recognized
compensation costs calculated using the Black-Scholes model and the market price of WIHN Class B Shares at grant date, over the requisite
service period.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_899_eus-gaap--ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock_zEVXjPH8ZaXl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following tables summarize the Group’s
stock option activity for the years ended December 31, 2021 and 2020.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BE_zutwsugOrFyd" style="display: none">Stock-Based Compensation - Schedule
of Stock Option Activity</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 37%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Options on WIHN Class B Shares</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 15%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>WIHN Class B Shares under options</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted-average exercise price<br/>
(USD)</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted average remaining contractual term<br/>
(in years)</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Aggregate intrinsic value<br/>
(USD)</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Outstanding as at December 31, 2019</b></span></td>
<td id="xdx_98A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_znJkTAbtXBXa" style="white-space: nowrap; text-align: right" title="Options outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2,843,115 </b></span></td>
<td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zoGyx5cN4jHf" style="white-space: nowrap; text-align: right" title="Weighted-average exercise price, outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>0.99 </b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_904_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY_c20190101__20191231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zkW4o4UNyVLi" title="Weighted average remaining contractual term">5.19</span> </b></span></td>
<td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iS_pn3n3_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z5LAbe7Vr4i7" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>3,693,941 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which vested</span></td>
<td id="xdx_98A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zvXJqxvi9xW1" style="white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,838,089 </span></td>
<td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zbU1FvMfw0Z4" style="white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.00 </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_905_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1_dtY_c20190101__20191231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zppH18CO4mhj" title="Weighted average remaining contractual term, vested">5.19</span> </span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue_iS_pn3n3_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z17cfchG5Ly7" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,682,672 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which non-vested</span></td>
<td id="xdx_98A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zKtwAX9qCyXl" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Of which non-vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,026 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td>
<td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zhjbcVX5SrW5" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">467,617 </span></td>
<td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zFpzCDeSlAOe" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.48 </span></td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Exercised or converted</span></td>
<td id="xdx_985_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_iN_pid_di_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zHsEvdHBtcbg" style="white-space: nowrap; text-align: right" title="Exercised or converted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,214,402)</span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zplK0NfCU6u5" style="white-space: nowrap; text-align: right" title="Exercised or converted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.57 </span></td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue_pn3n3_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zSuhXTudAUXj" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value exercised or converted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,046,219 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Forfeited or cancelled</span></td>
<td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zC49yPa1FdH5" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Forfeited or cancelled">—</td>
<td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zdkydJZI3qP2" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Forfeited or cancelled">—</td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expired</span></td>
<td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zFTH8ZnU18I7" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt" title="Expired">—</td>
<td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zpYqEpPel85d" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt" title="Expired">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Outstanding as at December 31, 2020</b></span></td>
<td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zuxwKTjBmsCa" style="white-space: nowrap; text-align: right" title="Options outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2,096,330 </b></span></td>
<td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zpr6izOYCXs9" style="white-space: nowrap; text-align: right" title="Weighted-average exercise price, outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.48 </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_90D_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zzZESSefoHU3" title="Weighted average remaining contractual term">4.44</span> </b></span></td>
<td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iS_pn3n3_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zcvlmSnLTkoj" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>554,377 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which vested</span></td>
<td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zb2GejQWVB5" style="white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,962,997 </span></td>
<td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zQVHWyTShTD2" style="white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.57 </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1_dtY_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zjQzKiEMfKZc" title="Weighted average remaining contractual term, vested">4.31</span> </span></td>
<td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue_iS_pn3n3_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z3FMgEijzJKk" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">329,716 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which non-vested</span></td>
<td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zPCwgDhqU4Se" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Of which non-vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">133,333 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td>
<td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z8MPakuKjXQ7" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,029,821 </span></td>
<td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zw2Hy6XlfhYl" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.15 </span></td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Exercised or converted</span></td>
<td id="xdx_98A_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_iN_pid_di_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_ztNkTNRsl9uf" style="white-space: nowrap; text-align: right" title="Exercised or converted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(78,944)</span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zJ3CnM0tjg06" style="white-space: nowrap; text-align: right" title="Exercised of converted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.05 </span></td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue_pn3n3_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zqCYBCrJIDrd" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value exercised or converted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61,125 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Forfeited or cancelled</span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_iN_pid_di0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z8H0wkXQp561" style="white-space: nowrap; text-align: right" title="Forfeited or cancelled"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(112,000)</span></td>
<td id="xdx_98F_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zqv4wzWFazEc" style="white-space: nowrap; text-align: right" title="Forfeited or cancelled"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.05 </span></td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expired</span></td>
<td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod_iN_pid_di0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zdQysfUxt35f" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Expired"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(123,563)</span></td>
<td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zUKlJ4IeXmOl" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Expired"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.79 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Outstanding as at December 31, 2021</b></span></td>
<td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zq0nMswA6ixa" style="white-space: nowrap; text-align: right" title="Options outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>3,811,644 </b></span></td>
<td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zuz7UgFi5kg" style="white-space: nowrap; text-align: right" title="Weighted-average exercise price, outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.71 </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_90C_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zx1M6kehKr2f" title="Weighted average remaining contractual term">5.28</span> </b></span></td>
<td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iE_pn3n3_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z6tGN1KbN6hg" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2,468,898 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which vested</span></td>
<td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zGi0pRATppOh" style="white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,694,978 </span></td>
<td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z0CWZhBk2WIa" style="white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.69 </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_900_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1_dtY_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zQvtHDVtHLpl" title="Weighted average remaining contractual term, vested">5.25</span> </span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue_iE_pn3n3_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zsEOqm8EjZl3" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,455,994 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which non-vested</span></td>
<td id="xdx_98F_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zUOo4gRz7Xyb" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Of which non-vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">116,666 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<p style="margin-top: 0; margin-bottom: 0"/>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 37%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Options on WIHN Class A Shares</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 15%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>WIHN Class A Shares under options</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted-average exercise price<br/>
(USD)</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted average remaining contractual term<br/>
(in years)</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Aggregate intrinsic value<br/>
(USD)</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Outstanding as at December 31, 2019</b></span></td>
<td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zsofGjppTQjh" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Options outstanding">—</td>
<td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zJ1533wFc44c" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Weighted-average exercise price, outstanding">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt"><span id="xdx_90A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY0_c20190101__20191231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z3EaLujLT7jh" title="Weighted average remaining contractual term"><span style="-sec-ix-hidden: xdx2ixbrl4015">—</span></span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iS_pn3n3_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zXNLUjARfE53" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Aggregate intrinsic value outstanding">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td>
<td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z8Kewi95BMWf" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Granted">—</td>
<td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_znrXvqc0pCz" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Granted"><span style="-sec-ix-hidden: xdx2ixbrl4021">—</span></td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Outstanding as at December 31, 2020</b></span></td>
<td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z0uJZTXN4mzb" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Options outstanding">—</td>
<td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zklWIEhUQbmb" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Weighted-average exercise price, outstanding">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt"><span id="xdx_906_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zo5ViRJvUw6k" title="Weighted average remaining contractual term"><span style="-sec-ix-hidden: xdx2ixbrl4027">—</span></span></td>
<td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iS_pn3n3_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z4GX3kbRNcBh" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Aggregate intrinsic value outstanding">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td>
<td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z0VXfXkROG14" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9,818,000 </span></td>
<td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zmqktrxPyp1d" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.01 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Outstanding as at December 31, 2021</b></span></td>
<td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iE_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z9KG0VNJTXMh" style="white-space: nowrap; text-align: right" title="Options outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>9,818,000 </b></span></td>
<td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iE_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zXMFISUC7MT9" style="white-space: nowrap; text-align: right" title="Weighted-average exercise price, outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>0.01 </b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_901_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zo3ie5ZuOsj1" title="Weighted average remaining contractual term">6.90</span> </b></span></td>
<td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iE_pn3n3_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zqg2bYnL55vc" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1,520,393 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which vested</span></td>
<td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zID26d50A1y2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9,818,000 </span></td>
<td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z8wApD2XRCH3" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.01 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_901_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1_dtY_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zMq7PUsTVZA8" title="Weighted average remaining contractual term, vested">6.90</span> </span></td>
<td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue_iE_pn3n3_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zkjEvQO3aJ0d" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Aggregate intrinsic value vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,520,393 </span></td></tr>
</table>
<p id="xdx_8AD_zFh3RekMCaoh" style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89A_eus-gaap--DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock_zkU1I403HFba" style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Summary of stock-based compensation expenses</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BD_zhLfskDTX6vj" style="display: none">Stock-Based Compensation - Schedule of Stock-Based
Compensation Expense</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="background-color: white">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Stock-based compensation expenses </b></span></td>
<td colspan="5" style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>12 months ended December 31,</b></span></td></tr>
<tr style="background-color: white">
<td style="border-bottom: Black 1pt solid; width: 53%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD’000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 13%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 13%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 13%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In relation to Employee Stock Option Plans (ESOP)</span></td>
<td id="xdx_98E_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__custom--EmployeeStockOptionPlansMember_zpQMBu8ZuMdf" style="text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 3,761 </span></td>
<td style="text-align: right"> </td>
<td id="xdx_987_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__custom--EmployeeStockOptionPlansMember_zEoCs3NE9jRl" style="text-align: right" title="Stock-based compensation expenses"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 363 </span></td>
<td style="text-align: right"> </td>
<td id="xdx_985_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__custom--EmployeeStockOptionPlansMember_zvvQJdNmH1He" style="text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,386 </span></td></tr>
<tr style="background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In relation to non-ESOP Option Agreements</span></td>
<td id="xdx_981_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__custom--NonEmployeeStockOptionAgreementsMember_zGQd9oqCPedl" style="border-bottom: Black 1pt solid; text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">22 </span></td>
<td style="border-bottom: Black 1pt solid; text-align: right"> </td>
<td id="xdx_985_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__custom--NonEmployeeStockOptionAgreementsMember_znQNHlBNDo5l" style="border-bottom: Black 1pt solid; text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 30 </span></td>
<td style="border-bottom: Black 1pt solid; text-align: right"> </td>
<td id="xdx_987_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__custom--NonEmployeeStockOptionAgreementsMember_zyTOdFupoPB2" style="border-bottom: Black 1pt solid; text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">28 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total</b></span></td>
<td id="xdx_982_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231_zKPxr2KLi7y9" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>3,783 </b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td id="xdx_986_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231_zH0RdkAqoKRi" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>393 </b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td id="xdx_980_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231_zNfktfi4wTx3" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 5,414 </b></span></td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">Stock-based compensation expenses are recorded under
the following expense categories in the income statement.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_91C_eus-gaap--ResearchAndDevelopmentExpenseMember_zhKzyPoOLilk" style="display: none">Research & Development Expenses</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_917_eus-gaap--SellingAndMarketingExpenseMember_zsl9427J3KGl" style="display: none">Selling & Marketing Expenses</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_91E_eus-gaap--GeneralAndAdministrativeExpenseMember_zfi721JMrmFd" style="display: none">General & Administrative Expenses</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="background-color: white">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Stock-based compensation expenses </b></span></td>
<td colspan="5" style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>12 months ended December 31,</b></span></td></tr>
<tr style="background-color: white">
<td style="border-bottom: Black 1pt solid; width: 50%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD’000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 14%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 14%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 4%; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 14%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Research & development expenses </span></td>
<td id="xdx_986_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__us-gaap--ResearchAndDevelopmentExpenseMember_zSgtBbGaFV16" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 485 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_984_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__us-gaap--ResearchAndDevelopmentExpenseMember_zVP1MsKjDsTb" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 6 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_989_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__us-gaap--ResearchAndDevelopmentExpenseMember_zspyQk5zkEMi" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 786 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Selling & marketing expenses</span></td>
<td id="xdx_985_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__us-gaap--SellingAndMarketingExpenseMember_zR97ndLVFldb" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">820 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_986_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__us-gaap--SellingAndMarketingExpenseMember_zdjIA5JsH5A" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 209 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_98F_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__us-gaap--SellingAndMarketingExpenseMember_zNidAh0ZAD4b" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 1,269 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">General & administrative expenses</span></td>
<td id="xdx_988_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_zvOqXgJGAyFj" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,478 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_988_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_zLXIdNsTdCZi" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 178 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_986_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_zJ2Txs0svFW" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 3,359 </span></td></tr>
<tr style="text-align: right; vertical-align: bottom; background-color: White">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total</b></span></td>
<td id="xdx_982_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231_zSynkNJJYBZg" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Share-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 3,783 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td id="xdx_98F_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231_zesCEmQdNjFa" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Share-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 393 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td id="xdx_98E_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231_zGIfp1RtV7f6" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 5,414 </b></span></td></tr>
</table>
<p id="xdx_8AD_zDMfJAEubzGl" style="margin-top: 0; margin-bottom: 0"> </p>
<p style="margin-top: 0; margin-bottom: 0"/>
<p style="margin-top: 0; margin-bottom: 0"> </p>
26325000.01166983000.012292539207477020747701458541458546039460394115214676172790175381538116667November 10, 202116666November 10, 202233334June 30, 202133333June 30, 202233333June 30, 202316323163233356320298211883544167141671433000May 1, 202233000May 1, 202334000May 1, 2024230426521652198180003783314376115022164<p id="xdx_89F_eus-gaap--ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock_z89UiTjmI8b5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following assumptions were used to calculate
the compensation expense and the calculated fair value of stock options granted:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B6_zhZ8IHoWh4Oc" style="display: none">Stock-Based Compensation - Schedule
of Stock Options Valuation Assumptions</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">Assumption</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" id="xdx_497_20210101__20211231_zUtEpsrFI1fe" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">December 31, 2021</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" id="xdx_49D_20200101__20201231_zi5bcw4j45bk" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">December 31, 2020</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" id="xdx_490_20190101__20191231_z5Hn9V0UWN5g" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">December 31, 2019</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Dividend yield</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">None</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">None</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">None</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate_pid_dp_ztCIW4JEgS4l" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 46%; text-align: left">Risk-free interest rate used (average)</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">1.00%</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"/><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">1.00%</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"/><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">1.00%</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"/></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Expected market price volatility</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_c20210101__20211231_zNpcghbirIJ1" title="Expected market price volatility, minimum">61.33</span> - <span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum_pid_dp_c20210101__20211231_znzEbWmHlIEj" title="Expected market price volatility, maximum">99.64</span>%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_c20200101__20201231_zrB6wp1WdNd" title="Expected market price volatility, minimum">37.61</span>% - <span id="xdx_905_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum_pid_dp_c20200101__20201231_z7UpqQH4usag" title="Expected market price volatility, maximum">65.38</span>%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum_pid_dp_c20190101__20191231_z4o1Z6sArPJ5" title="Expected market price volatility, minimum">51.59</span>% - <span id="xdx_906_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum_pid_dp_c20190101__20191231_zwLt4MnreL49" title="Expected market price volatility, maximum">56.86</span>%</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Average remaining expected life of stock options on WIHN Class B Shares (years)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_902_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zcs3YwiC1af6" title="Average remaining expected life of stock options on WIHN Class B Shares (years)">4.31</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_901_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zxdbq6STZlni" title="Average remaining expected life of stock options on WIHN Class B Shares (years)">3.43</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_906_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20190101__20191231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zg4s8crZ8Vwk" title="Average remaining expected life of stock options on WIHN Class B Shares (years)">3.01</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Average remaining expected life of stock options on WIHN Class A Shares (years)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1_dtY_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zuPELEI1VP02" title="Average remaining expected life of stock options on WIHN Class A Shares (years)">3.40</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">n/a</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">n/a</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
0.01000.01000.01000.61330.99640.37610.65380.51590.5686P4Y3M21DP3Y5M4DP3Y3DP3Y4M24D<p id="xdx_893_eus-gaap--ScheduleOfNonvestedShareActivityTableTextBlock_zutqH7ZW4vL5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table illustrates the development
of the Group’s non-vested options for the years ended December 31, 2021 and 2020.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B1_zBNcPZ1pIQK3" style="display: none">Stock-Based Compensation
- Schedule of Non-Vested Share Activity</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom">
<td style="white-space: nowrap"> </td>
<td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Options on WIHN Class B Shares</b></span></td>
<td style="white-space: nowrap"> </td>
<td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Options on WIHN Class A Shares</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 48%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Non-vested options</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 10%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Number of shares under options</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 14%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted-average grant date fair value (USD)</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 4%; text-align: center"> </td>
<td style="border-bottom: Black 1pt solid; width: 10%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Number of shares under options</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 14%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted-average grant date fair value (USD)</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Non-vested options as at December 31, 2019</b></span></td>
<td id="xdx_98D_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zDh33qwJyDv4" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Non-vested options"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>5,026 </b></span></td>
<td id="xdx_985_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zlyH4GK48bSa" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Weighted-average grant date fair value"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 3.65 </b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_988_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zfUwgWBPI5H8" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Non-vested options">—</td>
<td id="xdx_98F_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iS_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z4JHBtJdYyib" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Weighted-average grant date fair value">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td>
<td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zDhQj3QzXKij" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">467,617 </span></td>
<td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z22DbHKMNHG2" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.08</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zIkoWBljnHv3" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Granted">—</td>
<td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zTMeZbqbMlFk" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Granted"><span style="-sec-ix-hidden: xdx2ixbrl3859">—</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vested</span></td>
<td id="xdx_985_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_iN_pid_di_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zI0AuUAiTwbl" style="white-space: nowrap; text-align: right" title="Vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(339,310)</span></td>
<td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zLzRQNpQaY5f" style="white-space: nowrap; text-align: right" title="Vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.01</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zD9FiZyOlXrl" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Vested">—</td>
<td id="xdx_982_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zPzDEfaux859" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Vested">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Non-vested forfeited or cancelled</span></td>
<td id="xdx_985_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zFkCdeo61Sa8" style="white-space: nowrap; text-align: right" title="Non-vested forfeited or cancelled">—</td>
<td id="xdx_98A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedWeightedAverageGrantDateFairValue_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z247Qc1uFFnd" style="white-space: nowrap; text-align: right" title="Non-vested forfeited or cancelled">—</td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_984_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_ze5USbrHeJ5e" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Non-vested forfeited or cancelled">—</td>
<td id="xdx_985_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedWeightedAverageGrantDateFairValue_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zBMXym5Kn3sc" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Non-vested forfeited or cancelled">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Non-vested options as at December 31, 2020</b></span></td>
<td id="xdx_982_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zlXx3GJ6KJjg" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Non-vested options"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>133,333 </b></span></td>
<td id="xdx_981_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z3RJ3onqfHy" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Weighted-average grant date fair value"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1.20
</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zhCD9mA1bSgh" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Non-vested options">—</td>
<td id="xdx_981_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iS_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zemdLyQ9SYX2" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Weighted-average grant date fair value">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zJ9KpThjfdMb" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,029,821 </span></td>
<td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zwXKwtEFqfVj" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.95</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zbszDaVlutk7" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9,818,000 </span></td>
<td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_ziahGNaXE7Ld" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.19</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vested</span></td>
<td id="xdx_989_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_iN_pid_di_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zYbsDEvrX5Ze" style="white-space: nowrap; text-align: right" title="Vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,946,488)</span></td>
<td id="xdx_98D_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z1hCxaGE3hKl" style="white-space: nowrap; text-align: right" title="Vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.98</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_98A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_iN_pid_di_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zl4p5kxK5xA3" style="white-space: nowrap; text-align: right" title="Vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(9,818,000)</span></td>
<td id="xdx_98F_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zLNiOmtCOmz6" style="white-space: nowrap; text-align: right" title="Vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.19</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Non-vested forfeited or cancelled</span></td>
<td id="xdx_98C_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares_iN_pid_di0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z9bFAh3M2It3" style="white-space: nowrap; text-align: right" title="Non-vested forfeited or cancelled"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(100,000)</span></td>
<td id="xdx_985_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedWeightedAverageGrantDateFairValue_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zOHBP156xMHa" style="white-space: nowrap; text-align: right" title="Non-vested forfeited or cancelled"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.05</span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_982_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_ztkrPMCXCwjg" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Non-vested forfeited or cancelled">—</td>
<td id="xdx_98E_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedWeightedAverageGrantDateFairValue_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zww2cEGXzmAk" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Non-vested forfeited or cancelled">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Non-vested options as at December 31, 2021</b></span></td>
<td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zt6GzAbOAPA6" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Non-vested options"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>116,666 </b></span></td>
<td id="xdx_982_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zkus71SqAAE1" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Weighted-average grant date fair value"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1.28
</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"> </td>
<td id="xdx_986_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iE_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zGYNMiOq3TBe" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Non-vested options"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>—</b></span></td>
<td id="xdx_98E_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iE_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zmoe9EUtG2jg" style="border-top: Black 1pt solid; border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Weighted-average grant date fair value"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>0.19
</b></span></td></tr>
</table>
50263.65004676171.0803393101.010000001333331.200020298210.9598180000.1919464880.9898180000.191000001.05001166661.2800.1954690<p id="xdx_899_eus-gaap--ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock_zEVXjPH8ZaXl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following tables summarize the Group’s
stock option activity for the years ended December 31, 2021 and 2020.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BE_zutwsugOrFyd" style="display: none">Stock-Based Compensation - Schedule
of Stock Option Activity</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 37%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Options on WIHN Class B Shares</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 15%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>WIHN Class B Shares under options</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted-average exercise price<br/>
(USD)</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted average remaining contractual term<br/>
(in years)</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Aggregate intrinsic value<br/>
(USD)</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Outstanding as at December 31, 2019</b></span></td>
<td id="xdx_98A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_znJkTAbtXBXa" style="white-space: nowrap; text-align: right" title="Options outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2,843,115 </b></span></td>
<td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zoGyx5cN4jHf" style="white-space: nowrap; text-align: right" title="Weighted-average exercise price, outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>0.99 </b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_904_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY_c20190101__20191231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zkW4o4UNyVLi" title="Weighted average remaining contractual term">5.19</span> </b></span></td>
<td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iS_pn3n3_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z5LAbe7Vr4i7" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>3,693,941 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which vested</span></td>
<td id="xdx_98A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zvXJqxvi9xW1" style="white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,838,089 </span></td>
<td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zbU1FvMfw0Z4" style="white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.00 </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_905_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1_dtY_c20190101__20191231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zppH18CO4mhj" title="Weighted average remaining contractual term, vested">5.19</span> </span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue_iS_pn3n3_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z17cfchG5Ly7" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,682,672 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which non-vested</span></td>
<td id="xdx_98A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zKtwAX9qCyXl" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Of which non-vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,026 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td>
<td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zhjbcVX5SrW5" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">467,617 </span></td>
<td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zFpzCDeSlAOe" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.48 </span></td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Exercised or converted</span></td>
<td id="xdx_985_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_iN_pid_di_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zHsEvdHBtcbg" style="white-space: nowrap; text-align: right" title="Exercised or converted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,214,402)</span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zplK0NfCU6u5" style="white-space: nowrap; text-align: right" title="Exercised or converted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.57 </span></td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue_pn3n3_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zSuhXTudAUXj" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value exercised or converted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,046,219 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Forfeited or cancelled</span></td>
<td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zC49yPa1FdH5" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Forfeited or cancelled">—</td>
<td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zdkydJZI3qP2" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Forfeited or cancelled">—</td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expired</span></td>
<td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zFTH8ZnU18I7" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt" title="Expired">—</td>
<td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zpYqEpPel85d" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt" title="Expired">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Outstanding as at December 31, 2020</b></span></td>
<td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zuxwKTjBmsCa" style="white-space: nowrap; text-align: right" title="Options outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2,096,330 </b></span></td>
<td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zpr6izOYCXs9" style="white-space: nowrap; text-align: right" title="Weighted-average exercise price, outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.48 </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_90D_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zzZESSefoHU3" title="Weighted average remaining contractual term">4.44</span> </b></span></td>
<td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iS_pn3n3_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zcvlmSnLTkoj" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>554,377 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which vested</span></td>
<td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zb2GejQWVB5" style="white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,962,997 </span></td>
<td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zQVHWyTShTD2" style="white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1.57 </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_904_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1_dtY_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zjQzKiEMfKZc" title="Weighted average remaining contractual term, vested">4.31</span> </span></td>
<td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue_iS_pn3n3_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z3FMgEijzJKk" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">329,716 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which non-vested</span></td>
<td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zPCwgDhqU4Se" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Of which non-vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">133,333 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td>
<td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z8MPakuKjXQ7" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,029,821 </span></td>
<td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zw2Hy6XlfhYl" style="white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.15 </span></td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Exercised or converted</span></td>
<td id="xdx_98A_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_iN_pid_di_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_ztNkTNRsl9uf" style="white-space: nowrap; text-align: right" title="Exercised or converted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(78,944)</span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zJ3CnM0tjg06" style="white-space: nowrap; text-align: right" title="Exercised of converted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.05 </span></td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue_pn3n3_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zqCYBCrJIDrd" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value exercised or converted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">61,125 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Forfeited or cancelled</span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_iN_pid_di0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z8H0wkXQp561" style="white-space: nowrap; text-align: right" title="Forfeited or cancelled"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(112,000)</span></td>
<td id="xdx_98F_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zqv4wzWFazEc" style="white-space: nowrap; text-align: right" title="Forfeited or cancelled"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.05 </span></td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Expired</span></td>
<td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod_iN_pid_di0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zdQysfUxt35f" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Expired"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(123,563)</span></td>
<td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zUKlJ4IeXmOl" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Expired"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.79 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Outstanding as at December 31, 2021</b></span></td>
<td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zq0nMswA6ixa" style="white-space: nowrap; text-align: right" title="Options outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>3,811,644 </b></span></td>
<td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zuz7UgFi5kg" style="white-space: nowrap; text-align: right" title="Weighted-average exercise price, outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.71 </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_90C_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zx1M6kehKr2f" title="Weighted average remaining contractual term">5.28</span> </b></span></td>
<td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iE_pn3n3_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z6tGN1KbN6hg" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2,468,898 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which vested</span></td>
<td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zGi0pRATppOh" style="white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,694,978 </span></td>
<td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z0CWZhBk2WIa" style="white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.69 </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_900_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1_dtY_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zQvtHDVtHLpl" title="Weighted average remaining contractual term, vested">5.25</span> </span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue_iE_pn3n3_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zsEOqm8EjZl3" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,455,994 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which non-vested</span></td>
<td id="xdx_98F_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zUOo4gRz7Xyb" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Of which non-vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">116,666 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<p style="margin-top: 0; margin-bottom: 0"/>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 37%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Options on WIHN Class A Shares</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 15%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>WIHN Class A Shares under options</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted-average exercise price<br/>
(USD)</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted average remaining contractual term<br/>
(in years)</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 16%; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Aggregate intrinsic value<br/>
(USD)</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Outstanding as at December 31, 2019</b></span></td>
<td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zsofGjppTQjh" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Options outstanding">—</td>
<td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zJ1533wFc44c" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Weighted-average exercise price, outstanding">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt"><span id="xdx_90A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY0_c20190101__20191231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z3EaLujLT7jh" title="Weighted average remaining contractual term"><span style="-sec-ix-hidden: xdx2ixbrl4015">—</span></span></td>
<td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iS_pn3n3_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zXNLUjARfE53" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Aggregate intrinsic value outstanding">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td>
<td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_d0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z8Kewi95BMWf" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Granted">—</td>
<td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_znrXvqc0pCz" style="white-space: nowrap; text-align: right; text-indent: 9pt" title="Granted"><span style="-sec-ix-hidden: xdx2ixbrl4021">—</span></td>
<td style="white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Outstanding as at December 31, 2020</b></span></td>
<td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z0uJZTXN4mzb" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Options outstanding">—</td>
<td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zklWIEhUQbmb" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Weighted-average exercise price, outstanding">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt"><span id="xdx_906_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY0_c20200101__20201231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zo5ViRJvUw6k" title="Weighted average remaining contractual term"><span style="-sec-ix-hidden: xdx2ixbrl4027">—</span></span></td>
<td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iS_pn3n3_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z4GX3kbRNcBh" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9.05pt" title="Aggregate intrinsic value outstanding">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Granted</span></td>
<td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z0VXfXkROG14" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9,818,000 </span></td>
<td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zmqktrxPyp1d" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Granted"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.01 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right; text-indent: 9pt">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Outstanding as at December 31, 2021</b></span></td>
<td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iE_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z9KG0VNJTXMh" style="white-space: nowrap; text-align: right" title="Options outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>9,818,000 </b></span></td>
<td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iE_pid_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zXMFISUC7MT9" style="white-space: nowrap; text-align: right" title="Weighted-average exercise price, outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>0.01 </b></span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_901_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2_dtY0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zo3ie5ZuOsj1" title="Weighted average remaining contractual term">6.90</span> </b></span></td>
<td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue_iE_pn3n3_d0_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zqg2bYnL55vc" style="white-space: nowrap; text-align: right" title="Aggregate intrinsic value outstanding"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1,520,393 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Of which vested</span></td>
<td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zID26d50A1y2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9,818,000 </span></td>
<td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice_iE_pid_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z8wApD2XRCH3" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Of which vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.01 </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_901_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1_dtY_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zMq7PUsTVZA8" title="Weighted average remaining contractual term, vested">6.90</span> </span></td>
<td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue_iE_pn3n3_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zkjEvQO3aJ0d" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right" title="Aggregate intrinsic value vested"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,520,393 </span></td></tr>
</table>
28431150.99P5Y2M8D369394100028380891.00P5Y2M8D368267200050264676171.4812144021.572046219000000020963301.48P4Y5M8D55437700019629971.57P4Y3M21D32971600013333320298210.15789440.05611250001120000.051235634.7938116440.71P5Y3M10D246889800036949780.69P5Y3M2455994000116666000000098180000.0198180000.01P6Y10M24D152039300098180000.01P6Y10M24D1520393000<p id="xdx_89A_eus-gaap--DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock_zkU1I403HFba" style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Summary of stock-based compensation expenses</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BD_zhLfskDTX6vj" style="display: none">Stock-Based Compensation - Schedule of Stock-Based
Compensation Expense</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="background-color: white">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Stock-based compensation expenses </b></span></td>
<td colspan="5" style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>12 months ended December 31,</b></span></td></tr>
<tr style="background-color: white">
<td style="border-bottom: Black 1pt solid; width: 53%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD’000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 13%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 13%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 13%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In relation to Employee Stock Option Plans (ESOP)</span></td>
<td id="xdx_98E_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__custom--EmployeeStockOptionPlansMember_zpQMBu8ZuMdf" style="text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 3,761 </span></td>
<td style="text-align: right"> </td>
<td id="xdx_987_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__custom--EmployeeStockOptionPlansMember_zEoCs3NE9jRl" style="text-align: right" title="Stock-based compensation expenses"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 363 </span></td>
<td style="text-align: right"> </td>
<td id="xdx_985_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__custom--EmployeeStockOptionPlansMember_zvvQJdNmH1He" style="text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5,386 </span></td></tr>
<tr style="background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In relation to non-ESOP Option Agreements</span></td>
<td id="xdx_981_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__custom--NonEmployeeStockOptionAgreementsMember_zGQd9oqCPedl" style="border-bottom: Black 1pt solid; text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">22 </span></td>
<td style="border-bottom: Black 1pt solid; text-align: right"> </td>
<td id="xdx_985_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__custom--NonEmployeeStockOptionAgreementsMember_znQNHlBNDo5l" style="border-bottom: Black 1pt solid; text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 30 </span></td>
<td style="border-bottom: Black 1pt solid; text-align: right"> </td>
<td id="xdx_987_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__custom--NonEmployeeStockOptionAgreementsMember_zyTOdFupoPB2" style="border-bottom: Black 1pt solid; text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">28 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total</b></span></td>
<td id="xdx_982_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231_zKPxr2KLi7y9" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>3,783 </b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td id="xdx_986_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231_zH0RdkAqoKRi" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>393 </b></span></td>
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td id="xdx_980_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231_zNfktfi4wTx3" style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Stock-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 5,414 </b></span></td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">Stock-based compensation expenses are recorded under
the following expense categories in the income statement.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_91C_eus-gaap--ResearchAndDevelopmentExpenseMember_zhKzyPoOLilk" style="display: none">Research & Development Expenses</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_917_eus-gaap--SellingAndMarketingExpenseMember_zsl9427J3KGl" style="display: none">Selling & Marketing Expenses</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><span id="xdx_91E_eus-gaap--GeneralAndAdministrativeExpenseMember_zfi721JMrmFd" style="display: none">General & Administrative Expenses</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="background-color: white">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Stock-based compensation expenses </b></span></td>
<td colspan="5" style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>12 months ended December 31,</b></span></td></tr>
<tr style="background-color: white">
<td style="border-bottom: Black 1pt solid; width: 50%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD’000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 14%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 14%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 4%; text-align: right"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 14%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Research & development expenses </span></td>
<td id="xdx_986_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__us-gaap--ResearchAndDevelopmentExpenseMember_zSgtBbGaFV16" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 485 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_984_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__us-gaap--ResearchAndDevelopmentExpenseMember_zVP1MsKjDsTb" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 6 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_989_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__us-gaap--ResearchAndDevelopmentExpenseMember_zspyQk5zkEMi" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 786 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Selling & marketing expenses</span></td>
<td id="xdx_985_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__us-gaap--SellingAndMarketingExpenseMember_zR97ndLVFldb" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">820 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_986_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__us-gaap--SellingAndMarketingExpenseMember_zdjIA5JsH5A" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 209 </span></td>
<td style="white-space: nowrap; text-align: right"> </td>
<td id="xdx_98F_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__us-gaap--SellingAndMarketingExpenseMember_zNidAh0ZAD4b" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 1,269 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">General & administrative expenses</span></td>
<td id="xdx_988_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_zvOqXgJGAyFj" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,478 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_988_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_zLXIdNsTdCZi" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 178 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_986_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231__us-gaap--IncomeStatementLocationAxis__us-gaap--GeneralAndAdministrativeExpenseMember_zJ2Txs0svFW" style="vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 3,359 </span></td></tr>
<tr style="text-align: right; vertical-align: bottom; background-color: White">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total</b></span></td>
<td id="xdx_982_eus-gaap--ShareBasedCompensation_pn3n3_c20210101__20211231_zSynkNJJYBZg" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Share-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 3,783 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td id="xdx_98F_eus-gaap--ShareBasedCompensation_pn3n3_c20200101__20201231_zesCEmQdNjFa" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Share-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 393 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td id="xdx_98E_eus-gaap--ShareBasedCompensation_pn3n3_c20190101__20191231_zGIfp1RtV7f6" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; vertical-align: middle; white-space: nowrap; text-align: right" title="Share-based compensation expense"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> 5,414 </b></span></td></tr>
</table>
3761000363000538600022000300002800037830003930005414000485000600078600082000020900012690002478000178000335900037830003930005414000<p id="xdx_80B_eus-gaap--OtherNonoperatingIncomeAndExpenseTextBlock_zRg0smhky8Si" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 36.</span> <span id="xdx_820_zpfKioUS5Oga">Non-operating income</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_897_eus-gaap--ScheduleOfOtherNonoperatingIncomeByComponentTextBlock_zA2R2jvnClpb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Non-operating income consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B1_zZLhS2UEmne3" style="display: none">Non-Operating Income - Schedule of
Non-Operating Income</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left; width: 55%"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_495_20210101__20211231_zHImc8469AY7" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_495_20200101__20201231_zPz5HfZpqbt4" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_493_20190101__20191231_zw4MIcmhMG1j" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr id="xdx_403_ecustom--ForeignCurrencyTransactionGainRealized_pn3n3_maCzMo1_zyWM1vHzoQsh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Foreign exchange gain</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2,955</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">839</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1,761</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_404_eus-gaap--InterestAndOtherIncome_pn3n3_d0_maCzMo1_zHFP1Zncul2d" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Financial income</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">— </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">8</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">74</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--InterestIncomeOther_pn3n3_d0_maCzMo1_zqhvBWmrzHlg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Interest income</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">9</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">16</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">— </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40B_ecustom--FairValueAdjustmentsOnConvertibleLoanWithArago_pn3n3_d0_maCzMo1_zuUzDuCI5lPb" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Fair value adjustments on convertible loan with arago</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">5,553</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">— </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">— </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_407_ecustom--OtherOtherNonoperatingIncome_pn3n3_maCzMo1_zpbVrlCzp2F" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">121</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">264</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">83</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--OtherNonoperatingIncome_iT_pn3n3_mtCzMo1_zNxyOv0quUZ7" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total non-operating income</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">8,638</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">1,127</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">1,918</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8A4_zCMcF4SLqQ26" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The fair value adjustments on convertible loan
with arago relates to the treatment of unrealized gain on the arago Third Convertible Loan upon acquisition of arago (see Note 11). In
line with ASC 320-10-40-2, upon acquiring arago on February 01, 2021 (see Note 15), the unrealized gain of CHF <span id="xdx_908_eus-gaap--OtherComprehensiveIncomeLossFinancialLiabilityFairValueOptionUnrealizedGainLossArisingDuringPeriodBeforeTax_pp0p0_uCHF_c20210201__20210228__us-gaap--BusinessAcquisitionAxis__custom--AragoThirdConvertibleLoanMember_zpMRWIl1eWMk" title="Unrealized gain from fair value adjustments">6,546,964</span> (USD <span id="xdx_90C_eus-gaap--OtherComprehensiveIncomeLossFinancialLiabilityFairValueOptionUnrealizedGainLossArisingDuringPeriodBeforeTax_pp0p0_uUSD_c20210201__20210228__us-gaap--BusinessAcquisitionAxis__custom--AragoThirdConvertibleLoanMember_z3VNPF9cXsT" title="Unrealized gain from fair value adjustments">7,349,602</span>
at historical rate) from the fair value adjustments of the arago Third Convertible Loan recorded in other comprehensive income up to the
date of acquisition was reversed into other non-operating income (see Note 11). Additionally, the CHF <span id="xdx_90E_ecustom--CashPaymentForConsideration_iI_pn3n6_uCHF_c20210201__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zoWC2tc3CmFg" title="Cash payment for consideration">1.6</span> million (USD <span id="xdx_90F_ecustom--CashPaymentForConsideration_iI_pp0p0_uUSD_c20210201__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zbD31AP6ysRd" title="Cash payment for consideration">1,796,155</span>
at historical rate) cash paid for the acquisition of arago after the acquisition date was recorded as a deduction to other non-operating
income because this amount was already included in the fair value of the arago Third Convertible Loan. As a result, a net income of CHF <span id="xdx_90F_ecustom--FairValueAdjustmentRecognizedInNonOperatingIncome_pp0p0_uCHF_c20210201__20210228__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zcHTVeAJFJmk" title="Fair value adjustment recognized in non-operating income">4,946,964</span>
(USD <span id="xdx_900_ecustom--FairValueAdjustmentRecognizedInNonOperatingIncome_pp0p0_uUSD_c20210201__20210228__us-gaap--FinancialInstrumentAxis__custom--AragoThirdConvertibleLoanMember_zrO22dWj89if" title="Fair value adjustment recognized in non-operating income">5,553,447</span> at historical rate) was recorded in non-operating income in relation to fair value adjustment on the Third Convertible
Loan.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_897_eus-gaap--ScheduleOfOtherNonoperatingIncomeByComponentTextBlock_zA2R2jvnClpb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Non-operating income consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B1_zZLhS2UEmne3" style="display: none">Non-Operating Income - Schedule of
Non-Operating Income</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left; width: 55%"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_495_20210101__20211231_zHImc8469AY7" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_495_20200101__20201231_zPz5HfZpqbt4" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_493_20190101__20191231_zw4MIcmhMG1j" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr id="xdx_403_ecustom--ForeignCurrencyTransactionGainRealized_pn3n3_maCzMo1_zyWM1vHzoQsh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Foreign exchange gain</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2,955</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">839</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1,761</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_404_eus-gaap--InterestAndOtherIncome_pn3n3_d0_maCzMo1_zHFP1Zncul2d" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Financial income</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">— </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">8</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">74</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--InterestIncomeOther_pn3n3_d0_maCzMo1_zqhvBWmrzHlg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Interest income</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">9</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">16</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">— </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40B_ecustom--FairValueAdjustmentsOnConvertibleLoanWithArago_pn3n3_d0_maCzMo1_zuUzDuCI5lPb" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Fair value adjustments on convertible loan with arago</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">5,553</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">— </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">— </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_407_ecustom--OtherOtherNonoperatingIncome_pn3n3_maCzMo1_zpbVrlCzp2F" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">121</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">264</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">83</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_403_eus-gaap--OtherNonoperatingIncome_iT_pn3n3_mtCzMo1_zNxyOv0quUZ7" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total non-operating income</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">8,638</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">1,127</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">1,918</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
295500083900017610000800074000900016000055530000012100026400083000863800011270001918000654696473496021600000179615549469645553447<p id="xdx_80F_ecustom--OtherNonoperatingExpensesTextBlock_z4ZZOl08KcIh" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 37.</span> <span id="xdx_82B_zr9GqTK54Bb3">Non-operating expenses</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_895_eus-gaap--ScheduleOfOtherNonoperatingExpenseByComponentTextBlock_zZdFowmUD0ql" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Non-operating expenses consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B3_zuAeiypWtDS9" style="display: none">Non-Operating
Expenses - Schedule of Non-Operating Expenses</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left; width: 55%"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_49C_20210101__20211231_zpMu34LTtHPf" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_49C_20200101__20201231_ztyJmJXXIt79" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_49E_20190101__20191231_z3dFbb7UV0g6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr id="xdx_40F_ecustom--ForeignCurrencyTransactionLossRealized_pn3n3_maCznqi_zg5qApY3sdMg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Foreign exchange losses</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2,893</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2,195</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2,401</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40A_ecustom--FinancialCharges_pn3n3_maCznqi_zLyQdXRZqnrh" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Financial charges</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">202</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">104</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">341</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--InterestAndDebtExpense_pn3n3_maCznqi_z3e3a66LnxT5" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Interest expense</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1,431</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">685</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">643</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--DefinedBenefitPlanOtherCosts_pn3n3_d0_maCznqi_zXfQlpReqWe7" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Other components of defined benefit plans, net</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(78</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">) </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">248</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">132</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--AssetImpairmentCharges_pn3n3_d0_maCznqi_zJp1O855pLO2" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Impairment of equity securities at cost</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">7,000</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_403_ecustom--OtherOtherNonoperatingExpense_pn3n3_maCznqi_zsKkgjajW3Wj" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">307</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">847</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">153</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--OtherNonoperatingExpense_iT_pn3n3_mtCznqi_zG8roYJqhqTe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total non-operating expenses</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">4,755</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">11,079</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">3,670</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8AC_zCFQyNJbwrs2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Non-operating expenses – Other include
a USD <span id="xdx_904_ecustom--OtherOtherNonoperatingExpense_pp0p0_c20210101__20211231__srt--ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis__custom--OpenLimitHoldingAgMember_z6f1MbaqdzG3" title="Other non-operating expenses">300,050</span> expense for the fair value adjustment of the investment in OpenLimit as at December 31, 2021 (see Note 22).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_895_eus-gaap--ScheduleOfOtherNonoperatingExpenseByComponentTextBlock_zZdFowmUD0ql" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Non-operating expenses consisted of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B3_zuAeiypWtDS9" style="display: none">Non-Operating
Expenses - Schedule of Non-Operating Expenses</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left; width: 55%"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_49C_20210101__20211231_zpMu34LTtHPf" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_49C_20200101__20201231_ztyJmJXXIt79" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_49E_20190101__20191231_z3dFbb7UV0g6" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr id="xdx_40F_ecustom--ForeignCurrencyTransactionLossRealized_pn3n3_maCznqi_zg5qApY3sdMg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Foreign exchange losses</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2,893</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2,195</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2,401</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40A_ecustom--FinancialCharges_pn3n3_maCznqi_zLyQdXRZqnrh" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Financial charges</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">202</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">104</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">341</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_409_eus-gaap--InterestAndDebtExpense_pn3n3_maCznqi_z3e3a66LnxT5" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Interest expense</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">1,431</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">685</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">643</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--DefinedBenefitPlanOtherCosts_pn3n3_d0_maCznqi_zXfQlpReqWe7" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Other components of defined benefit plans, net</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(78</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">) </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">248</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">132</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--AssetImpairmentCharges_pn3n3_d0_maCznqi_zJp1O855pLO2" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Impairment of equity securities at cost</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">7,000</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_403_ecustom--OtherOtherNonoperatingExpense_pn3n3_maCznqi_zsKkgjajW3Wj" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Other</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">307</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">847</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">153</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--OtherNonoperatingExpense_iT_pn3n3_mtCznqi_zG8roYJqhqTe" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total non-operating expenses</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">4,755</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">11,079</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">3,670</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
2893000219500024010002020001040003410001431000685000643000-780002480001320000700000003070008470001530004755000110790003670000300050<p id="xdx_80B_eus-gaap--IncomeTaxDisclosureTextBlock_zWR2xC22WFv3" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 38.</span> <span id="xdx_82F_z6YHrqLDM4t4">Income taxes</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_899_eus-gaap--ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock_zl7I4yurq1vh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The components of income before income taxes are
as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BC_ziLPAa4tujM9" style="display: none">Income Taxes - Schedule of Components
of Income before Income Taxes</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-weight: bold; text-align: left; width: 55%"> </td><td style="font-weight: bold; width: 2%"> </td>
<td style="font-weight: bold; text-align: center; width: 1%"> </td>
<td id="xdx_49E_20210101__20211231_z2NOCgtDsXAl" style="font-weight: bold; text-align: center; width: 11%"> </td>
<td style="font-weight: bold; text-align: center; width: 1%"> </td>
<td style="font-weight: bold; text-align: center; width: 2%"> </td>
<td style="font-weight: bold; text-align: center; width: 1%"> </td>
<td id="xdx_492_20200101__20201231_zzeiqRKkZ9P8" style="font-weight: bold; text-align: center; width: 11%"> </td>
<td style="font-weight: bold; text-align: center; width: 1%"> </td>
<td style="font-weight: bold; text-align: center; width: 2%"> </td>
<td style="font-weight: bold; text-align: center; width: 1%"> </td>
<td id="xdx_49A_20190101__20191231_zIxdKPp49Plh" style="font-weight: bold; text-align: center; width: 11%"> </td>
<td style="font-weight: bold; text-align: center; width: 1%"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-weight: bold; text-align: left">Income / (Loss)</td><td style="font-weight: bold"> </td>
<td colspan="11" style="font-weight: bold; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">2019</td></tr>
<tr id="xdx_408_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_pn3n3_hus-gaap--IncomeTaxAuthorityNameAxis__us-gaap--SwissFederalTaxAdministrationFTAMember_z5Pp91N5zCbh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left">Switzerland <span id="xdx_917_eus-gaap--SwissFederalTaxAdministrationFTAMember_zUPHfjadDHt" style="display: none">Switzerland</span></td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">(14,756</td><td style="text-align: left">)</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">(22,277</td><td style="text-align: left">)</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">(19,179</td><td style="text-align: left">)</td></tr>
<tr id="xdx_40F_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_pn3n3_hus-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_zr9bJ3c6jkAi" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Foreign <span id="xdx_91C_eus-gaap--ForeignCountryMember_zRsJyfPu0aIg" style="display: none">Foreign</span></td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(9,431</td><td style="border-bottom: Black 1pt solid; text-align: left">)</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(6,621</td><td style="border-bottom: Black 1pt solid; text-align: left">)</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(3,838</td><td style="border-bottom: Black 1pt solid; text-align: left">)</td></tr>
<tr id="xdx_403_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_pn3n3_zSKlunxwb209" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left; padding-bottom: 2.5pt">Income/(loss) before income tax</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">(24,187</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">(28,898</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">(23,017</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left">)</td></tr>
</table>
<p id="xdx_8AD_z45i2f9vigdi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_898_eus-gaap--ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock_znMJZRQOdmAg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Income taxes relating to the Group are as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B0_zFJzjCX2cRi3" style="display: none">Income Taxes - Schedule of Income Tax
Expense</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%">
<tr>
<td style="width: 55%"> </td>
<td style="width: 2%"> </td>
<td style="width: 1%"> </td>
<td id="xdx_49D_20210101__20211231_zTzedSodss5i" style="width: 11%"> </td>
<td style="width: 1%"> </td>
<td style="width: 2%"> </td>
<td style="width: 1%"> </td>
<td id="xdx_491_20200101__20201231_z8DI35VEuuwk" style="width: 11%"> </td>
<td style="width: 1%"> </td>
<td style="width: 2%"> </td>
<td style="width: 1%"> </td>
<td id="xdx_496_20190101__20191231_zOMDxlMcu5Be" style="width: 11%"> </td>
<td style="width: 1%"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-weight: bold; text-align: left">Income taxes</td><td style="font-weight: bold"> </td>
<td colspan="11" style="font-weight: bold; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2020</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">2019</td></tr>
<tr id="xdx_402_eus-gaap--IncomeTaxExpenseBenefit_pn3n3_d0_hus-gaap--IncomeTaxAuthorityNameAxis__us-gaap--SwissFederalTaxAdministrationFTAMember_zThcMRAOv9l6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left">Switzerland</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">—</td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">—</td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">(42</td><td style="text-align: left">)</td></tr>
<tr id="xdx_407_eus-gaap--IncomeTaxExpenseBenefit_pn3n3_hus-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_zASf0lgekX2i" style="vertical-align: bottom; background-color: White">
<td style="text-align: left">Foreign</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">(93</td><td style="text-align: left">)</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">9</td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">13</td><td style="text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--IncomeTaxExpenseBenefit_pn3n3_hus-gaap--DisposalGroupClassificationAxis__us-gaap--SegmentDiscontinuedOperationsMember_zJIISjRgHqz" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Less discontinued operations <span id="xdx_917_eus-gaap--SegmentDiscontinuedOperationsMember_zZyXuckOnxt4" style="display: none">Less Discontinued Operations</span></td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl4200">—</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl4201">—</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">42</td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--IncomeTaxExpenseBenefit_pn3n3_z1eEgRaceX17" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left; padding-bottom: 2.5pt">Income tax expense / (income)</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">(93</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">9</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">13</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td></tr>
</table>
<p id="xdx_8AB_zEGqoXYKw6Hh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89F_ecustom--ScheduleOfDeferredTaxAssetsAndLiabilitiesAtSwissStatutoryRateTableTextBlock_z1VEaPyvran8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Income tax at the Swiss statutory rate compared
to the Group’s income tax expenses as reported are as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BE_zE1b8qXxCgW3" style="display: none">Income Taxes
- Schedule of Deferred Tax Assets and Liabilities at the Swiss Statutory Rate</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Deferred income tax assets/(liabilities)</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49D_20201231_znvzAKOQKlM7" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40A_eus-gaap--DeferredTaxAssetsLiabilitiesNet_iI_pn3n3_hus-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_zdzFIQVVetVj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 64%; text-align: left; padding-bottom: 1pt">Foreign</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right"><span id="xdx_904_ecustom--IncomeTaxDeferredTaxAssetsLiabilitiesNet_iNI_pn3n3_di_c20211231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_zX6gcvRQhn0h" title="Foreign">(2,900</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left">)</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">3</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--DeferredTaxAssetsLiabilitiesNet_iI_pn3n3_zBDZz8dLLUli" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Net
deferred income tax asset /(liability)</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_905_ecustom--IncomeTaxDeferredTaxAssetsLiabilitiesNet_iNI_pn3n3_di_c20211231_zvK0YB41wBk" title="Deferred income tax assets/(liabilities)">(2,900</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8AD_z8YlyWlmVZuc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89A_ecustom--ScheduleOfIncomeTaxExpenseAtSwissStatutoryRateTableTextBlock_zhvRyNdRYU73" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Income tax at the Swiss statutory rate compared
to the Group’s income tax expenses as reported are as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B8_zHFEX7l3Vstk" style="display: none">Income Taxes - Schedule of Income Tax
Expense at the Swiss Statutory Rate</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left; width: 55%"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_49C_20210101__20211231_zOUvI1xNGdm9" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_498_20200101__20201231_z6i5G1agkrej" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_49C_20190101__20191231_zZBOHBwpSok2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr id="xdx_407_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_pn3n3_zLXXVi7qpqzl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Net income/(loss) from continuing operations before income tax</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(24,187</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(28,898</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(23,017</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_400_eus-gaap--EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate_pid_dp_z4gQBDbK11V3" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Statutory tax rate</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">14</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">%</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">14</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">%</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">24</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">%</td></tr>
<tr id="xdx_40B_eus-gaap--IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate_pn3n3_zRfeQxpKoTe4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Expected income tax (expense)/recovery</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3,384</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">4,043</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">5,524</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40C_eus-gaap--IncomeTaxExpenseBenefit_iN_pn3n3_di_z5yHjFG3of5c" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Income tax (expense)/recovery</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">93</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(9</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(13</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_400_eus-gaap--IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance_iN_pn3n3_di_znhXmejUzDk2" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Change in valuation allowance</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(24,710</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(631</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(2,129</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_400_eus-gaap--IncomeTaxReconciliationNondeductibleExpense_iN_pn3n3_di_zUGA1Nu4AhLj" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Permanent Difference</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(92</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">0</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--IncomeTaxReconciliationOtherAdjustments_iN_pn3n3_di_ztKo4UcQyDA4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Change in expiration of tax loss carryforwards</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">21,418</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(3,411</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(3,395</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_40C_eus-gaap--IncomeTaxExpenseBenefit_iN_pn3n3_di_zNWEEMvALeUe" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Income tax (expense) / recovery</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">93</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">(9</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">(13</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
</table>
<p id="xdx_8A2_zD1JR0WVLqe5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group assesses the recoverability of its
deferred tax assets and, to the extent recoverability does not satisfy the “more likely than not” recognition criterion under
ASC 740, records a valuation allowance against its deferred tax assets. The Group considered its recent operating results and anticipated
future taxable income in assessing the need for its valuation allowance.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89E_eus-gaap--ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock_zHMFSpWgqrUl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group’s deferred tax assets and liabilities
consist of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B3_zYa51uErenHf" style="display: none">Income Taxes - Schedule of Deferred
Tax Assets and Liabilities</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="width: 54%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Deferred tax assets and liabilities</b></span></td>
<td id="xdx_492_20211231_zikHrCzOkGF5" style="white-space: nowrap; width: 13%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 4%; text-align: center"> </td>
<td id="xdx_49C_20201231_zf0u0sLYpLhi" style="white-space: nowrap; width: 13%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 4%; text-align: center"> </td>
<td id="xdx_498_20191231_zm2it0p0KsIg" style="white-space: nowrap; width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr id="xdx_40C_eus-gaap--DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost_iI_pn3n3_d0_zDRwY6XzOX6i" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock-based compensation</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 92 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right">—</td></tr>
<tr id="xdx_40F_eus-gaap--DeferredTaxAssetsTaxDeferredExpenseReservesAndAccruals_iI_pn3n3_zSSvVZ7caDe6" style="vertical-align: bottom; background-color: White">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Defined benefit accrual</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 748 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,089</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,100</span></td></tr>
<tr id="xdx_409_eus-gaap--DeferredTaxAssetsOperatingLossCarryforwards_iI_pn3n3_zQUnbZghiZLk" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Tax loss carry-forwards</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 36,859 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,655</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11,264</span></td></tr>
<tr id="xdx_409_ecustom--IncomeTaxLiabilityDeferred_iNI_pn3n3_di0_zK57IsMF69xl" style="vertical-align: bottom; background-color: White">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net deferred income tax liability </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> (2,900)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> —</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right">—</td></tr>
<tr id="xdx_404_eus-gaap--DeferredTaxLiabilitiesUnrealizedGainsOnTradingSecurities_iNI_pn3n3_di0_z1Mwim75uvc3" style="background-color: rgb(204,238,255)">
<td style="vertical-align: bottom; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred tax liability on change in unrealized gains related to available-for-sale debt securities</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> —</span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(753)</span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right">—</td></tr>
<tr id="xdx_40B_eus-gaap--DeferredTaxAssetsValuationAllowance_iNI_pn3n3_di_zothHiSF0stl" style="vertical-align: bottom; background-color: White">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Valuation allowance</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> (37,699)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12,989)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12,358)</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Deferred tax assets / (liabilities)</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><b><span id="xdx_90D_ecustom--IncomeTaxDeferredTaxAssetsLiabilitiesNet_iNI_pn3n3_di_c20211231_zHFgWzXo5Cp1" title="Deferred tax assets/(liabilities)">(2,900</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></b></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_90F_eus-gaap--DeferredTaxAssetsLiabilitiesNet_iI_pn3n3_c20201231_zWjSN2HpCip2" title="Deferred tax assets/(liabilities)">3</span></b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_901_eus-gaap--DeferredTaxAssetsLiabilitiesNet_iI_pn3n3_c20191231_zDNj0eavpjWk" title="Deferred tax assets/(liabilities)">6</span></b></span></td></tr>
</table>
<p id="xdx_8A6_zrDbe1aWDZDg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_894_eus-gaap--SummaryOfOperatingLossCarryforwardsTextBlock_z3kmItgRQdWi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2021, the Group’s operating
cumulated loss carry-forwards of all jurisdictions for its continuing operations are as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B2_zer6PAmRpZUc" style="display: none">Income Taxes - Schedule of Operating Loss Carryforward</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_910_ecountry--ES_zCC9nPfaLSXl" style="display: none">Spain</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_917_ecountry--FR_z6hzLWhEiQJa" style="display: none">France</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_91F_ecountry--GB_zaExJ8WYu60e" style="display: none">UK</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_915_ecountry--DE_zCavJL6VpQ5a" style="display: none">Germany</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_914_ecountry--IN_zlAMzRNxnh54" style="display: none">India</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_918_ecountry--SA_zjDLYrb5zQ9" style="display: none">Saudi Arabia</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td colspan="19" style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Operating loss-carryforward as of December 31, 2021</td><td style="font-size: 10pt"> </td>
<td colspan="3" style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td colspan="3" style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td colspan="3" style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td colspan="3" style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td colspan="3" style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">USA</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">Switzerland</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">Spain</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">France</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">UK</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">Germany</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">India</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">Saudi Arabia</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">Total</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">2022</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--US_zhPxeXsF3My7" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--CH_zTuPDq8l8iIk" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">6,920</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--ES_zl9at8Alk2sb" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">209</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--FR_z57MGokeF4le" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">4,849</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--GB_zM3U7WMQ8Yef" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">32</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--DE_zjboDoEBqLd1" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">8,977</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--IN_zVaxECFgXMzc" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98D_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--SA_zmsHJa0EQaO7" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">24</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member_zvlkBml39vs" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">21,011</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2023</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--US_zd8l1plr36uk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--CH_zwNWZRrD68Ob" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">9,789</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--ES_zbAsLp6Hfg0j" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,213</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--FR_zwpkMb5gcSrc" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">8,887</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--GB_zJNj49lSrgKg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">2</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--DE_zUhgVE2dvCz3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">11,237</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--IN_zLqT46hzowU5" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--SA_zCTMYyOm7U3l" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member_zwkqp7KT4ly9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">31,128</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2024</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--US_zWyVa0Fqoe5a" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--CH_zkRS0tF4QSkb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">5,671</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--ES_zAY9skaZL0O6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,244</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--FR_zSKjIbnQCu" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--GB_z601mgqfFGB7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--DE_zjZ1fDKRR0nh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">11,128</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--IN_zTt1lCB9yhm2" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--SA_zhitVXjaCjVk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member_zCArfWR86w84" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">18,044</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2025</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--US_zgLTQ3lTMTo4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--CH_z1sHSByYn1n4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">10,372</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--ES_zGwvJ62Ep7Sa" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--FR_zPQWj4lOvDGb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--GB_zYloC358ebZ1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--DE_zYA1mgILmEj3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">9,165</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--IN_zzHGHCf5iUx9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">353</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--SA_zwW9YvTFR9l5" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member_zYB2jQca2Rnk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">19,891</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2026</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--US_z98m4nT1GBJg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--CH_z9ao3H6SIntl" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">6,181</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--ES_z6Plnvzb2QMi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--FR_z0rF6F88d8ua" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--GB_zE1YK3zF9q24" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">2</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--DE_ziVnz6z0qGL9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">7,958</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--IN_zh5zYK3yIusd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">271</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--SA_zqmQlgddRHO4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member_zLPpV7CgM65h" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">14,412</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2027</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--US_zSCOMi9zcsc6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--CH_zwc1gaEOIja7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">16,105</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--ES_zR9vRkFA8bkh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--FR_z32L7LZE0eN5" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--GB_z3wBbZDuu7A2" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--DE_zwiXdyJhEMu9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">8,498</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--IN_zL397BQkJiEc" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">164</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--SA_zYqzpOhXGGp8" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member_z1QrteYtlPW" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">24,767</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2028</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--US_zT2JyWGQ21Ja" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">91</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--CH_zCaGer4pPX1g" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">25,920</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--ES_zA3Ym8O0Fhr1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--FR_zgRGwVeWkZ6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--GB_zWwJq0rRuc5g" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--DE_zSJy6MIZXnzj" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">6,407</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--IN_zid8aXl7yv53" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">90</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--SA_zTQ05ysGU8K5" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member_zuH79kYZEAY1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">32,508</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2029</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--US_zePziOM17s96" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">9</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--CH_zxOBMmb57gtg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--ES_zlgKQRQgzSDi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--FR_zwFfQ6d1rWv" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--GB_zd1ubLiXjaIe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--DE_za2CmQOy3uO9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--IN_z4swtyGQMa1b" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">178</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--SA_zwQ7dOxkhsj3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member_zPzvpQ6LNEE1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">187</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2030</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--US_zqx92OZG8I2j" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">2</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--CH_zwXW3c3IvIvd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--ES_zcLqh6pH9ZO6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">23</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--FR_z8XE3qSMj2vk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--GB_zjBy6NLUBQul" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--DE_zrZEpgRiw6Yl" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--IN_zpMKoqBhKBFf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--SA_z90zfQ7OOU98" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member_zToB51T3gf52" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">25</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2031</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--US_z45Mxzvbptq3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">54</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--CH_ztVbQ12l16rc" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--ES_zBy7coFyIxvl" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">24</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--FR_z2r83cT15iDb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--GB_zL0W6RLMWE25" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--DE_zJPOm856QWKb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--IN_zrex8tRnoR2d" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--SA_z7857ItxQ9si" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member_zytrVz5ynQEe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">78</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2032</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--US_z5PbVfc79pi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">89</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--CH_z33D3VZ6R8G1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--ES_zwEbUTqrYmJb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">70</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--FR_zXQG2jH8izL7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--GB_za1gJde3hgc3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--DE_zSNfjVmc8r2c" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--IN_z9nHEG4hJJad" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--SA_zEKqRXa4Nz23" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member_zzyG0QzqAMY7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">159</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2033</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--US_z9DyWRLCPJe5" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--CH_zcWFzXTlMCHk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--ES_zFt0FihgKWGk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">80</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--FR_zurtIdejUXD3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--GB_zZSrVZev0QI7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--DE_zW5RIx0uGnB7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--IN_zYDyXFMGP0L7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--SA_zt1FH7RTtJYd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member_zlWj6IGlWpgb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">80</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2034</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--US_zFKFjtf4vATh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--CH_ztJXjZ38tnLi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--ES_zWVgiRB5FGQj" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">91</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--FR_zYaDNS45Ymwf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--GB_ztqeCJusGFng" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--DE_zWzVkWAtvGy3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--IN_zCc9Z6aQxLjj" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--SA_z8XJJNOr1yW1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member_zZoIgLkHpLhh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">91</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2035</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--US_zj7HXBVP4bDh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">829</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--CH_zIIzEKvX7dS9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--ES_zsBdVXCJGgng" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">187</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--FR_zseIQCaRg0X4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--GB_zm2tdfjjzgLi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--DE_zGO8ItKP7Ljj" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--IN_zAqkFA6veVXf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--SA_z55sfWGzC53h" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member_zneytEwpCLui" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,016</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2036</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--US_zPhSP8EGKswd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,932</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--CH_zZLMDoDV98yf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--ES_zDHEnyMGJqdg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">104</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--FR_zEAxdGT5HYX8" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--GB_zfYGUHbdqBz3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--DE_zEssAqoZYW51" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--IN_z5gU9ptZNuJb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--SA_z01ale3OeIhd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member_z1vmmlGfgUa7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">2,036</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2037</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--US_za2ez56f6Xsh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,584</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--CH_z4xKm1XjbBX3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--ES_zHjFGDa2real" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">165</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--FR_zG3Fn7oubFX3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--GB_zdoWHHXhWQt6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--DE_zM1UGfGawJO5" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--IN_zzqDru65OjJ4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--SA_z364wgJ01x35" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member_zjPCJ7ep9r14" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,749</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2038</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--US_z4s1qpkbUCC" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">3,186</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--CH_zqokdjA6hsSe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--ES_z5E7TioTffja" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--FR_z5OWHLiggWPg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--GB_ziInm2smc3u" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--DE_zaUDBDWwTJuh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--IN_z89C7ps5roAc" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--SA_zn6TtY7H6rP2" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member_zF7ixi3fissh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">3,186</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2039</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--US_zFJPPNsRUBD" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">5,441</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--CH_zun5u0cLvLc3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--ES_zATeBbBy9MR1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--FR_zilDuJLVmBcg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--GB_zvuo6PcnnFyl" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--DE_zaTm16oCzxFc" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--IN_zCewMU2cXdOg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--SA_zUK8r72WscOe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member_zjrlSFlxwP29" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">5,441</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2040</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--US_zgciMVff58kb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">90</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--CH_zLQ9wuTlFi4j" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--ES_zhWsZwWyX9Sd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--FR_znZ37Ct7AChk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--GB_zP3joWNMRDS1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--DE_z5lyQLhG6F8f" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--IN_zWfxa8yeTN4f" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--SA_zNaUr6qNtpHj" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member_zjlTtS3TdP3k" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">90</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">2041</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--US_zzOddSO30A0k" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">886</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--CH_z8OSzqFyaOtf" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--ES_zkyd0HNraQfe" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--FR_zt8C4KEURFL3" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--GB_zPGnFuncTBxg" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--DE_z7QPB63dBii9" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--IN_z6ayYHru5j4f" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--SA_zRHjRkmJuIDa" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member_zaBgNrojwT77" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">886</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td colspan="25" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total operating loss carry-forwards / Year of expiration if applicable to jurisdiction</b></span></td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--US_zhjfZYGCWLzg" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">14,193</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--CH_zWSnc35yhTrb" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">80,958</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--ES_z1VAevW0Lgr8" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">3,410</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--FR_z4GCM5vHcUM1" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">13,736</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--GB_zULlYf9FwTY3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">38</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--DE_z1JVN2ps8UIc" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">63,370</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--IN_zll6NJv4FMv9" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,056</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--SA_z9ej0zoMS8o4" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">24</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231_zyFznB3q7xte" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">176,785</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8A9_zJQw8jFYZp5h" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89B_eus-gaap--SummaryOfIncomeTaxExaminationsTextBlock_zWMnfUidcmc5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following tax years remain subject to examination:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BC_zlhKoKnYncT3" style="display: none">Income Taxes - Summary of Income Tax Examinations</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 50%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="width: 67%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Significant jurisdictions</b></span></td>
<td style="white-space: nowrap; width: 33%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Open years</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Switzerland</span></td>
<td id="xdx_98B_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--CH_zH2YdY6rl6Md" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2016 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">USA</span></td>
<td id="xdx_986_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--US_zYHvPVU6G66" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2019 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">France</span></td>
<td id="xdx_980_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--FR_zCGdVebSKDMi" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2019 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Spain</span></td>
<td id="xdx_987_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--ES_zBMMfFgvSPT7" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2018 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Japan <span id="xdx_919_ecountry--JP_zZpDVjnScUK3" style="display: none">Japan</span></span></td>
<td id="xdx_982_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--JP_zqLPqdXbG1T7" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2017 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Taiwan <span id="xdx_911_ecountry--TW_zBnorhajWus1" style="display: none">Taiwan</span></span></td>
<td id="xdx_98E_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--TW_zusA7Y5rOIOe" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">India</span></td>
<td id="xdx_980_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--IN_zRy6lpjAreM4" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Germany</span></td>
<td id="xdx_981_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--DE_zQT2BJhnjQ21" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2019 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">UK</span></td>
<td id="xdx_983_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--GB_zuc4Yy4EO5G7" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2016 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Arabia</span></td>
<td id="xdx_983_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--SA_zFVlwXEN7hWf" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vietnam</span></td>
<td id="xdx_98A_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__custom--VNMember_zLnDfoXruR3e" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2021</span></td></tr>
</table>
<p id="xdx_8A6_ziBwGvPW0yqf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 31, 2021, WISeKey Semiconductors
SAS had recorded a USD <span id="xdx_905_eus-gaap--IncomeTaxExpenseBenefit_pp0p0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsSaSMember_zCLZvE85QyPc" title="Income tax provision">47,368</span> tax provision following a tax audit started in 2018 in relation to prior years. Although the final conclusions
have not yet been communicated formally, management believes that it is more probable than not that the entity will have to pay additional
taxes and has calculated the provision based on preliminary discussions with the tax authorities.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group has no unrecognized tax benefits.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_899_eus-gaap--ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock_zl7I4yurq1vh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The components of income before income taxes are
as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BC_ziLPAa4tujM9" style="display: none">Income Taxes - Schedule of Components
of Income before Income Taxes</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-weight: bold; text-align: left; width: 55%"> </td><td style="font-weight: bold; width: 2%"> </td>
<td style="font-weight: bold; text-align: center; width: 1%"> </td>
<td id="xdx_49E_20210101__20211231_z2NOCgtDsXAl" style="font-weight: bold; text-align: center; width: 11%"> </td>
<td style="font-weight: bold; text-align: center; width: 1%"> </td>
<td style="font-weight: bold; text-align: center; width: 2%"> </td>
<td style="font-weight: bold; text-align: center; width: 1%"> </td>
<td id="xdx_492_20200101__20201231_zzeiqRKkZ9P8" style="font-weight: bold; text-align: center; width: 11%"> </td>
<td style="font-weight: bold; text-align: center; width: 1%"> </td>
<td style="font-weight: bold; text-align: center; width: 2%"> </td>
<td style="font-weight: bold; text-align: center; width: 1%"> </td>
<td id="xdx_49A_20190101__20191231_zIxdKPp49Plh" style="font-weight: bold; text-align: center; width: 11%"> </td>
<td style="font-weight: bold; text-align: center; width: 1%"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-weight: bold; text-align: left">Income / (Loss)</td><td style="font-weight: bold"> </td>
<td colspan="11" style="font-weight: bold; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">2019</td></tr>
<tr id="xdx_408_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_pn3n3_hus-gaap--IncomeTaxAuthorityNameAxis__us-gaap--SwissFederalTaxAdministrationFTAMember_z5Pp91N5zCbh" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left">Switzerland <span id="xdx_917_eus-gaap--SwissFederalTaxAdministrationFTAMember_zUPHfjadDHt" style="display: none">Switzerland</span></td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">(14,756</td><td style="text-align: left">)</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">(22,277</td><td style="text-align: left">)</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">(19,179</td><td style="text-align: left">)</td></tr>
<tr id="xdx_40F_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_pn3n3_hus-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_zr9bJ3c6jkAi" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Foreign <span id="xdx_91C_eus-gaap--ForeignCountryMember_zRsJyfPu0aIg" style="display: none">Foreign</span></td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(9,431</td><td style="border-bottom: Black 1pt solid; text-align: left">)</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(6,621</td><td style="border-bottom: Black 1pt solid; text-align: left">)</td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(3,838</td><td style="border-bottom: Black 1pt solid; text-align: left">)</td></tr>
<tr id="xdx_403_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_pn3n3_zSKlunxwb209" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left; padding-bottom: 2.5pt">Income/(loss) before income tax</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">(24,187</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">(28,898</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">(23,017</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left">)</td></tr>
</table>
-14756000-22277000-19179000-9431000-6621000-3838000-24187000-28898000-23017000<p id="xdx_898_eus-gaap--ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock_znMJZRQOdmAg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Income taxes relating to the Group are as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B0_zFJzjCX2cRi3" style="display: none">Income Taxes - Schedule of Income Tax
Expense</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%">
<tr>
<td style="width: 55%"> </td>
<td style="width: 2%"> </td>
<td style="width: 1%"> </td>
<td id="xdx_49D_20210101__20211231_zTzedSodss5i" style="width: 11%"> </td>
<td style="width: 1%"> </td>
<td style="width: 2%"> </td>
<td style="width: 1%"> </td>
<td id="xdx_491_20200101__20201231_z8DI35VEuuwk" style="width: 11%"> </td>
<td style="width: 1%"> </td>
<td style="width: 2%"> </td>
<td style="width: 1%"> </td>
<td id="xdx_496_20190101__20191231_zOMDxlMcu5Be" style="width: 11%"> </td>
<td style="width: 1%"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-weight: bold; text-align: left">Income taxes</td><td style="font-weight: bold"> </td>
<td colspan="11" style="font-weight: bold; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-weight: bold; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2020</td><td style="border-bottom: Black 1pt solid; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: right">2019</td></tr>
<tr id="xdx_402_eus-gaap--IncomeTaxExpenseBenefit_pn3n3_d0_hus-gaap--IncomeTaxAuthorityNameAxis__us-gaap--SwissFederalTaxAdministrationFTAMember_zThcMRAOv9l6" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left">Switzerland</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">—</td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">—</td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">(42</td><td style="text-align: left">)</td></tr>
<tr id="xdx_407_eus-gaap--IncomeTaxExpenseBenefit_pn3n3_hus-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_zASf0lgekX2i" style="vertical-align: bottom; background-color: White">
<td style="text-align: left">Foreign</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">(93</td><td style="text-align: left">)</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">9</td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right">13</td><td style="text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--IncomeTaxExpenseBenefit_pn3n3_hus-gaap--DisposalGroupClassificationAxis__us-gaap--SegmentDiscontinuedOperationsMember_zJIISjRgHqz" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; text-align: left; padding-bottom: 1pt">Less discontinued operations <span id="xdx_917_eus-gaap--SegmentDiscontinuedOperationsMember_zZyXuckOnxt4" style="display: none">Less Discontinued Operations</span></td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl4200">—</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl4201">—</span></td><td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">42</td><td style="border-bottom: Black 1pt solid; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--IncomeTaxExpenseBenefit_pn3n3_z1eEgRaceX17" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left; padding-bottom: 2.5pt">Income tax expense / (income)</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">(93</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">9</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: right">13</td><td style="border-bottom: Black 2.5pt double; font-weight: bold; text-align: left"> </td></tr>
</table>
00-42000-9300090001300042000-93000900013000<p id="xdx_89F_ecustom--ScheduleOfDeferredTaxAssetsAndLiabilitiesAtSwissStatutoryRateTableTextBlock_z1VEaPyvran8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Income tax at the Swiss statutory rate compared
to the Group’s income tax expenses as reported are as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BE_zE1b8qXxCgW3" style="display: none">Income Taxes
- Schedule of Deferred Tax Assets and Liabilities at the Swiss Statutory Rate</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Deferred income tax assets/(liabilities)</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49D_20201231_znvzAKOQKlM7" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">As at December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr id="xdx_40A_eus-gaap--DeferredTaxAssetsLiabilitiesNet_iI_pn3n3_hus-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_zdzFIQVVetVj" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 64%; text-align: left; padding-bottom: 1pt">Foreign</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right"><span id="xdx_904_ecustom--IncomeTaxDeferredTaxAssetsLiabilitiesNet_iNI_pn3n3_di_c20211231__us-gaap--IncomeTaxAuthorityAxis__us-gaap--ForeignCountryMember_zX6gcvRQhn0h" title="Foreign">(2,900</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left">)</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 14%; text-align: right">3</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_406_eus-gaap--DeferredTaxAssetsLiabilitiesNet_iI_pn3n3_zBDZz8dLLUli" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Net
deferred income tax asset /(liability)</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_905_ecustom--IncomeTaxDeferredTaxAssetsLiabilitiesNet_iNI_pn3n3_di_c20211231_zvK0YB41wBk" title="Deferred income tax assets/(liabilities)">(2,900</span></td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">3</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
2900000300029000003000<p id="xdx_89A_ecustom--ScheduleOfIncomeTaxExpenseAtSwissStatutoryRateTableTextBlock_zhvRyNdRYU73" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Income tax at the Swiss statutory rate compared
to the Group’s income tax expenses as reported are as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B8_zHFEX7l3Vstk" style="display: none">Income Taxes - Schedule of Income Tax
Expense at the Swiss Statutory Rate</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left; width: 55%"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_49C_20210101__20211231_zOUvI1xNGdm9" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_498_20200101__20201231_z6i5G1agkrej" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 2%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td>
<td id="xdx_49C_20190101__20191231_zZBOHBwpSok2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 11%"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; width: 1%"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr id="xdx_407_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_pn3n3_zLXXVi7qpqzl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Net income/(loss) from continuing operations before income tax</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(24,187</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(28,898</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(23,017</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_400_eus-gaap--EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate_pid_dp_z4gQBDbK11V3" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Statutory tax rate</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">14</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">%</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">14</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">%</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">24</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">%</td></tr>
<tr id="xdx_40B_eus-gaap--IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate_pn3n3_zRfeQxpKoTe4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Expected income tax (expense)/recovery</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">3,384</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">4,043</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">5,524</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_40C_eus-gaap--IncomeTaxExpenseBenefit_iN_pn3n3_di_z5yHjFG3of5c" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Income tax (expense)/recovery</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">93</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(9</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(13</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_400_eus-gaap--IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance_iN_pn3n3_di_znhXmejUzDk2" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Change in valuation allowance</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(24,710</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(631</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(2,129</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_400_eus-gaap--IncomeTaxReconciliationNondeductibleExpense_iN_pn3n3_di_zUGA1Nu4AhLj" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Permanent Difference</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(92</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">0</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--IncomeTaxReconciliationOtherAdjustments_iN_pn3n3_di_ztKo4UcQyDA4" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Change in expiration of tax loss carryforwards</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">21,418</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(3,411</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(3,395</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_40C_eus-gaap--IncomeTaxExpenseBenefit_iN_pn3n3_di_zNWEEMvALeUe" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Income tax (expense) / recovery</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">93</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">(9</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">(13</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
</table>
-24187000-28898000-230170000.140.140.24338400040430005524000-93000900013000247100006310002129000920001000-0-2141800034110003395000-93000900013000<p id="xdx_89E_eus-gaap--ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock_zHMFSpWgqrUl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group’s deferred tax assets and liabilities
consist of the following:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B3_zYa51uErenHf" style="display: none">Income Taxes - Schedule of Deferred
Tax Assets and Liabilities</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="width: 54%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Deferred tax assets and liabilities</b></span></td>
<td id="xdx_492_20211231_zikHrCzOkGF5" style="white-space: nowrap; width: 13%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 4%; text-align: center"> </td>
<td id="xdx_49C_20201231_zf0u0sLYpLhi" style="white-space: nowrap; width: 13%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 4%; text-align: center"> </td>
<td id="xdx_498_20191231_zm2it0p0KsIg" style="white-space: nowrap; width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr id="xdx_40C_eus-gaap--DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost_iI_pn3n3_d0_zDRwY6XzOX6i" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock-based compensation</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 92 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right">—</td></tr>
<tr id="xdx_40F_eus-gaap--DeferredTaxAssetsTaxDeferredExpenseReservesAndAccruals_iI_pn3n3_zSSvVZ7caDe6" style="vertical-align: bottom; background-color: White">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Defined benefit accrual</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 748 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,089</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,100</span></td></tr>
<tr id="xdx_409_eus-gaap--DeferredTaxAssetsOperatingLossCarryforwards_iI_pn3n3_zQUnbZghiZLk" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Tax loss carry-forwards</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> 36,859 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12,655</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11,264</span></td></tr>
<tr id="xdx_409_ecustom--IncomeTaxLiabilityDeferred_iNI_pn3n3_di0_zK57IsMF69xl" style="vertical-align: bottom; background-color: White">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net deferred income tax liability </span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> (2,900)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> —</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right">—</td></tr>
<tr id="xdx_404_eus-gaap--DeferredTaxLiabilitiesUnrealizedGainsOnTradingSecurities_iNI_pn3n3_di0_z1Mwim75uvc3" style="background-color: rgb(204,238,255)">
<td style="vertical-align: bottom; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred tax liability on change in unrealized gains related to available-for-sale debt securities</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> —</span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(753)</span></td>
<td style="white-space: nowrap; vertical-align: bottom; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right">—</td></tr>
<tr id="xdx_40B_eus-gaap--DeferredTaxAssetsValuationAllowance_iNI_pn3n3_di_zothHiSF0stl" style="vertical-align: bottom; background-color: White">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Valuation allowance</span></td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> (37,699)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12,989)</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(12,358)</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Deferred tax assets / (liabilities)</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><b><span id="xdx_90D_ecustom--IncomeTaxDeferredTaxAssetsLiabilitiesNet_iNI_pn3n3_di_c20211231_zHFgWzXo5Cp1" title="Deferred tax assets/(liabilities)">(2,900</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></b></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_90F_eus-gaap--DeferredTaxAssetsLiabilitiesNet_iI_pn3n3_c20201231_zWjSN2HpCip2" title="Deferred tax assets/(liabilities)">3</span></b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><span id="xdx_901_eus-gaap--DeferredTaxAssetsLiabilitiesNet_iI_pn3n3_c20191231_zDNj0eavpjWk" title="Deferred tax assets/(liabilities)">6</span></b></span></td></tr>
</table>
9200010000748000108900011000003685900012655000112640002900000-0-0-0753000-0376990001298900012358000290000030006000<p id="xdx_894_eus-gaap--SummaryOfOperatingLossCarryforwardsTextBlock_z3kmItgRQdWi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2021, the Group’s operating
cumulated loss carry-forwards of all jurisdictions for its continuing operations are as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B2_zer6PAmRpZUc" style="display: none">Income Taxes - Schedule of Operating Loss Carryforward</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_910_ecountry--ES_zCC9nPfaLSXl" style="display: none">Spain</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_917_ecountry--FR_z6hzLWhEiQJa" style="display: none">France</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_91F_ecountry--GB_zaExJ8WYu60e" style="display: none">UK</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_915_ecountry--DE_zCavJL6VpQ5a" style="display: none">Germany</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_914_ecountry--IN_zlAMzRNxnh54" style="display: none">India</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_918_ecountry--SA_zjDLYrb5zQ9" style="display: none">Saudi Arabia</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td colspan="19" style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Operating loss-carryforward as of December 31, 2021</td><td style="font-size: 10pt"> </td>
<td colspan="3" style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td colspan="3" style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td colspan="3" style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td colspan="3" style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td colspan="3" style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">USA</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">Switzerland</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">Spain</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">France</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">UK</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">Germany</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">India</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">Saudi Arabia</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: center">Total</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">2022</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--US_zhPxeXsF3My7" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--CH_zTuPDq8l8iIk" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">6,920</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--ES_zl9at8Alk2sb" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">209</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--FR_z57MGokeF4le" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">4,849</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--GB_zM3U7WMQ8Yef" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">32</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--DE_zjboDoEBqLd1" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">8,977</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--IN_zVaxECFgXMzc" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98D_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member__srt--StatementGeographicalAxis__country--SA_zmsHJa0EQaO7" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">24</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2022Member_zvlkBml39vs" style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right" title="Operating loss carryforward">21,011</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2023</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--US_zd8l1plr36uk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--CH_zwNWZRrD68Ob" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">9,789</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--ES_zbAsLp6Hfg0j" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,213</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--FR_zwpkMb5gcSrc" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">8,887</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--GB_zJNj49lSrgKg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">2</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--DE_zUhgVE2dvCz3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">11,237</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--IN_zLqT46hzowU5" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member__srt--StatementGeographicalAxis__country--SA_zCTMYyOm7U3l" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2023Member_zwkqp7KT4ly9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">31,128</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2024</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--US_zWyVa0Fqoe5a" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--CH_zkRS0tF4QSkb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">5,671</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--ES_zAY9skaZL0O6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,244</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--FR_zSKjIbnQCu" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--GB_z601mgqfFGB7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--DE_zjZ1fDKRR0nh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">11,128</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--IN_zTt1lCB9yhm2" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member__srt--StatementGeographicalAxis__country--SA_zhitVXjaCjVk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2024Member_zCArfWR86w84" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">18,044</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2025</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--US_zgLTQ3lTMTo4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--CH_z1sHSByYn1n4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">10,372</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--ES_zGwvJ62Ep7Sa" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--FR_zPQWj4lOvDGb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--GB_zYloC358ebZ1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--DE_zYA1mgILmEj3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">9,165</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--IN_zzHGHCf5iUx9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">353</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member__srt--StatementGeographicalAxis__country--SA_zwW9YvTFR9l5" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2025Member_zYB2jQca2Rnk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">19,891</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2026</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--US_z98m4nT1GBJg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--CH_z9ao3H6SIntl" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">6,181</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--ES_z6Plnvzb2QMi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--FR_z0rF6F88d8ua" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--GB_zE1YK3zF9q24" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">2</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--DE_ziVnz6z0qGL9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">7,958</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--IN_zh5zYK3yIusd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">271</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member__srt--StatementGeographicalAxis__country--SA_zqmQlgddRHO4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2026Member_zLPpV7CgM65h" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">14,412</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2027</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--US_zSCOMi9zcsc6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--CH_zwc1gaEOIja7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">16,105</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--ES_zR9vRkFA8bkh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--FR_z32L7LZE0eN5" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--GB_z3wBbZDuu7A2" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--DE_zwiXdyJhEMu9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">8,498</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--IN_zL397BQkJiEc" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">164</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member__srt--StatementGeographicalAxis__country--SA_zYqzpOhXGGp8" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2027Member_z1QrteYtlPW" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">24,767</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2028</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--US_zT2JyWGQ21Ja" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">91</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--CH_zCaGer4pPX1g" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">25,920</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--ES_zA3Ym8O0Fhr1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--FR_zgRGwVeWkZ6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--GB_zWwJq0rRuc5g" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--DE_zSJy6MIZXnzj" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">6,407</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--IN_zid8aXl7yv53" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">90</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member__srt--StatementGeographicalAxis__country--SA_zTQ05ysGU8K5" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2028Member_zuH79kYZEAY1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">32,508</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2029</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--US_zePziOM17s96" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">9</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--CH_zxOBMmb57gtg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--ES_zlgKQRQgzSDi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--FR_zwFfQ6d1rWv" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--GB_zd1ubLiXjaIe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--DE_za2CmQOy3uO9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--IN_z4swtyGQMa1b" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">178</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member__srt--StatementGeographicalAxis__country--SA_zwQ7dOxkhsj3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2029Member_zPzvpQ6LNEE1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">187</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2030</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--US_zqx92OZG8I2j" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">2</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--CH_zwXW3c3IvIvd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--ES_zcLqh6pH9ZO6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">23</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--FR_z8XE3qSMj2vk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--GB_zjBy6NLUBQul" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--DE_zrZEpgRiw6Yl" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--IN_zpMKoqBhKBFf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member__srt--StatementGeographicalAxis__country--SA_z90zfQ7OOU98" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2030Member_zToB51T3gf52" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">25</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2031</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--US_z45Mxzvbptq3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">54</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--CH_ztVbQ12l16rc" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--ES_zBy7coFyIxvl" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">24</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--FR_z2r83cT15iDb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--GB_zL0W6RLMWE25" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--DE_zJPOm856QWKb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--IN_zrex8tRnoR2d" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member__srt--StatementGeographicalAxis__country--SA_z7857ItxQ9si" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2031Member_zytrVz5ynQEe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">78</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2032</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--US_z5PbVfc79pi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">89</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--CH_z33D3VZ6R8G1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--ES_zwEbUTqrYmJb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">70</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--FR_zXQG2jH8izL7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--GB_za1gJde3hgc3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--DE_zSNfjVmc8r2c" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--IN_z9nHEG4hJJad" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member__srt--StatementGeographicalAxis__country--SA_zEKqRXa4Nz23" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2032Member_zzyG0QzqAMY7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">159</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2033</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--US_z9DyWRLCPJe5" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--CH_zcWFzXTlMCHk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--ES_zFt0FihgKWGk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">80</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--FR_zurtIdejUXD3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--GB_zZSrVZev0QI7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--DE_zW5RIx0uGnB7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--IN_zYDyXFMGP0L7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member__srt--StatementGeographicalAxis__country--SA_zt1FH7RTtJYd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2033Member_zlWj6IGlWpgb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">80</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2034</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--US_zFKFjtf4vATh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--CH_ztJXjZ38tnLi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--ES_zWVgiRB5FGQj" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">91</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--FR_zYaDNS45Ymwf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--GB_ztqeCJusGFng" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--DE_zWzVkWAtvGy3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--IN_zCc9Z6aQxLjj" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member__srt--StatementGeographicalAxis__country--SA_z8XJJNOr1yW1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2034Member_zZoIgLkHpLhh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">91</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2035</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--US_zj7HXBVP4bDh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">829</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--CH_zIIzEKvX7dS9" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--ES_zsBdVXCJGgng" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">187</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--FR_zseIQCaRg0X4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--GB_zm2tdfjjzgLi" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--DE_zGO8ItKP7Ljj" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--IN_zAqkFA6veVXf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member__srt--StatementGeographicalAxis__country--SA_z55sfWGzC53h" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2035Member_zneytEwpCLui" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,016</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2036</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--US_zPhSP8EGKswd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,932</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--CH_zZLMDoDV98yf" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--ES_zDHEnyMGJqdg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">104</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--FR_zEAxdGT5HYX8" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--GB_zfYGUHbdqBz3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--DE_zEssAqoZYW51" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--IN_z5gU9ptZNuJb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member__srt--StatementGeographicalAxis__country--SA_z01ale3OeIhd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2036Member_z1vmmlGfgUa7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">2,036</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2037</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--US_za2ez56f6Xsh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,584</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--CH_z4xKm1XjbBX3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--ES_zHjFGDa2real" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">165</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--FR_zG3Fn7oubFX3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--GB_zdoWHHXhWQt6" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--DE_zM1UGfGawJO5" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--IN_zzqDru65OjJ4" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member__srt--StatementGeographicalAxis__country--SA_z364wgJ01x35" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2037Member_zjPCJ7ep9r14" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,749</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2038</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--US_z4s1qpkbUCC" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">3,186</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--CH_zqokdjA6hsSe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--ES_z5E7TioTffja" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--FR_z5OWHLiggWPg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--GB_ziInm2smc3u" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--DE_zaUDBDWwTJuh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--IN_z89C7ps5roAc" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member__srt--StatementGeographicalAxis__country--SA_zn6TtY7H6rP2" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2038Member_zF7ixi3fissh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">3,186</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2039</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--US_zFJPPNsRUBD" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">5,441</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--CH_zun5u0cLvLc3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--ES_zATeBbBy9MR1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--FR_zilDuJLVmBcg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--GB_zvuo6PcnnFyl" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--DE_zaTm16oCzxFc" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--IN_zCewMU2cXdOg" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member__srt--StatementGeographicalAxis__country--SA_zUK8r72WscOe" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2039Member_zjrlSFlxwP29" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">5,441</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">2040</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--US_zgciMVff58kb" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">90</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--CH_zLQ9wuTlFi4j" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--ES_zhWsZwWyX9Sd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--FR_znZ37Ct7AChk" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--GB_zP3joWNMRDS1" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--DE_z5lyQLhG6F8f" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--IN_zWfxa8yeTN4f" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member__srt--StatementGeographicalAxis__country--SA_zNaUr6qNtpHj" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2040Member_zjlTtS3TdP3k" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">90</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">2041</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--US_zzOddSO30A0k" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">886</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--CH_z8OSzqFyaOtf" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--ES_zkyd0HNraQfe" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--FR_zt8C4KEURFL3" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--GB_zPGnFuncTBxg" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--DE_z7QPB63dBii9" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--IN_z6ayYHru5j4f" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member__srt--StatementGeographicalAxis__country--SA_zRHjRkmJuIDa" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">—</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__us-gaap--TaxPeriodAxis__custom--TaxYear2041Member_zaBgNrojwT77" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">886</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td colspan="25" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total operating loss carry-forwards / Year of expiration if applicable to jurisdiction</b></span></td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--US_zhjfZYGCWLzg" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">14,193</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--CH_zWSnc35yhTrb" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">80,958</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--ES_z1VAevW0Lgr8" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">3,410</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--FR_z4GCM5vHcUM1" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">13,736</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--GB_zULlYf9FwTY3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">38</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--DE_z1JVN2ps8UIc" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">63,370</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--IN_zll6NJv4FMv9" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">1,056</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231__srt--StatementGeographicalAxis__country--SA_z9ej0zoMS8o4" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">24</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_d0_c20211231_zyFznB3q7xte" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Operating loss carryforward">176,785</td><td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
069200002090004849000320008977000024000210110000978900012130008887000200011237000003112800005671000124400001000111280000018044000010372000001000916500035300001989100006181000002000795800027100001441200001610500000084980001640000247670009100025920000000640700090000032508000900000000178000018700020000230000000025000540000240000000078000890000700000000015900000800000000080000009100000000910008290000187000000001016000193200001040000000020360001584000016500000000174900031860000000000318600054410000000000544100090000000000090000886000000000088600014193000809580003410000137360003800063370000105600024000176785000<p id="xdx_89B_eus-gaap--SummaryOfIncomeTaxExaminationsTextBlock_zWMnfUidcmc5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following tax years remain subject to examination:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BC_zlhKoKnYncT3" style="display: none">Income Taxes - Summary of Income Tax Examinations</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 50%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="width: 67%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Significant jurisdictions</b></span></td>
<td style="white-space: nowrap; width: 33%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Open years</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Switzerland</span></td>
<td id="xdx_98B_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--CH_zH2YdY6rl6Md" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2016 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">USA</span></td>
<td id="xdx_986_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--US_zYHvPVU6G66" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2019 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">France</span></td>
<td id="xdx_980_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--FR_zCGdVebSKDMi" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2019 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Spain</span></td>
<td id="xdx_987_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--ES_zBMMfFgvSPT7" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2018 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Japan <span id="xdx_919_ecountry--JP_zZpDVjnScUK3" style="display: none">Japan</span></span></td>
<td id="xdx_982_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--JP_zqLPqdXbG1T7" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2017 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Taiwan <span id="xdx_911_ecountry--TW_zBnorhajWus1" style="display: none">Taiwan</span></span></td>
<td id="xdx_98E_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--TW_zusA7Y5rOIOe" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">India</span></td>
<td id="xdx_980_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--IN_zRy6lpjAreM4" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Germany</span></td>
<td id="xdx_981_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--DE_zQT2BJhnjQ21" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2019 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">UK</span></td>
<td id="xdx_983_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--GB_zuc4Yy4EO5G7" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2016 - 2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Arabia</span></td>
<td id="xdx_983_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__country--SA_zFVlwXEN7hWf" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2021</span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Vietnam</span></td>
<td id="xdx_98A_eus-gaap--IncomeTaxExaminationDescription_c20210101__20211231__srt--StatementGeographicalAxis__custom--VNMember_zLnDfoXruR3e" style="white-space: nowrap; text-align: right" title="Tax years subject to examination"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2021</span></td></tr>
</table>
2016 - 20212019 - 20212019 - 20212018 - 20212017 - 2021202120212019 - 20212016 - 20212021202147368<p id="xdx_80B_eus-gaap--SegmentReportingDisclosureTextBlock_z8CK4P5Pq74d" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 39.</span> <span id="xdx_828_z4OZCIc7rCBe">Segment information and geographic data</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Group has three segments: Internet of Things
(“<b>IoT</b>”, previously referred to as “Semiconductors”), Artificial Intelligence (“AI”) arising
from the acquisition of arago on February 01, 2021, and managed Public Key Infrastructure (“<b>mPKI</b>”, previously referred
to as “Others”). The Group’s chief operating decision maker, who is its Chief Executive Officer, reviews financial performance
according to these three segments (two in prior periods) for purposes of allocating resources and assessing budgets and performance.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The IoT segment encompasses the design, manufacturing,
sales and distribution of microprocessors operations. The AI segment encompasses the development, design, implementation and customization
of knowledge automation technology and processes, using AI. The mPKI segment includes all operations relating to the provision of secured
access keys, authentication, signing software, certificates and digital security applications.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_880_eus-gaap--ScheduleOfSegmentReportingInformationBySegmentTextBlock_pn3n3_zseLsXqA7Z1e" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Segment Information and Geograhic Data - Schedule of Segment Reporting Information by Segment (Details)">
<tr>
<td> </td>
<td id="xdx_494_20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zYtE2FwnA4t1"> </td>
<td> </td>
<td id="xdx_491_20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zWKCo5OLVGug"> </td>
<td> </td>
<td id="xdx_49F_20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_z3GQ6mcVNQwg"> </td>
<td> </td>
<td id="xdx_49B_20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--TotalSegmentAssetsMember_zfIz2LtHDvs9"> </td>
<td> </td>
<td id="xdx_492_20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zr3N61ARwyBg"> </td>
<td> </td>
<td id="xdx_494_20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_z1K01cHsVjzc"> </td>
<td> </td>
<td id="xdx_49F_20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--TotalSegmentAssetsMember_z5pU02yd9jG1"> </td>
<td> </td>
<td id="xdx_491_20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zm8UyrTUWwck"> </td>
<td> </td>
<td id="xdx_492_20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zKmxJC4ujOrj"> </td>
<td> </td>
<td id="xdx_490_20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--TotalSegmentAssetsMember_zmCNKbxy4yxj"> </td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>12
months to December 31, </b></span></td>
<td colspan="7" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>2021</b></span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td colspan="5" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>2020</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td colspan="5" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>IoT</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>AI</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>mPKI</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>Total</b></span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>IoT</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>mPKI</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>Total</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>IoT</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>mPKI</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>Total</b></span></td></tr>
<tr id="xdx_405_eus-gaap--Revenues_zGL8cVnFwpr9" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Revenues from external
customers</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">16,867 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">4,612 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">779 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">22,258 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">14,317 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">462 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">14,779 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">20,504 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2,148 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">22,652 </span></td></tr>
<tr id="xdx_406_ecustom--IntersegmentRevenues_d0_zV6SCvTNnEJd" style="vertical-align: bottom; background-color: White">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Intersegment revenues</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">128 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">3,109 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">3,237 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">6,786 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">6,786 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">344 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">6,169 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">6,513 </span></td></tr>
<tr id="xdx_40A_ecustom--InterestRevenue_zGjQc5Fecxl7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Interest revenue</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl4726">—</span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">54 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">55 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">8 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">59 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">67 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">36 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">38 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">74 </span></td></tr>
<tr id="xdx_402_eus-gaap--InterestExpense_znqmge2Qo1Ta" style="vertical-align: bottom; background-color: White">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Interest expense</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">30 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">537 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">976 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,543 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">12 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">707 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">718 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">29 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">695 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">724 </span></td></tr>
<tr id="xdx_406_eus-gaap--DepreciationAndAmortization_zujYxOdZqUMf" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Depreciation and
amortization</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">470 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">430 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">94 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">994 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,501 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">91 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,592 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,298 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">57 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,355 </span></td></tr>
<tr id="xdx_40D_ecustom--SegmentIncomeLossBeforeIncomeTaxes_zomcsGVemXH6" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Segment
income /(loss) before income taxes</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(1,302)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(6,283)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(16,448)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(24,033)</span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(2,038)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(26,537)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(28,575)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">130 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(22,837)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(22,707)</span></td></tr>
<tr id="xdx_40E_eus-gaap--ProfitLoss_d0_zj8fGmsDg8z" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Profit / (loss)
from intersegment sales</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">6 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">148 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">154 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">323 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">323 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">16 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">294 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">310 </span></td></tr>
<tr id="xdx_408_eus-gaap--IncomeTaxExpenseBenefit_iN_di0_zVNgHczeFhCl" style="vertical-align: bottom; background-color: White">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Income tax recovery
/(expense)</span></td>
<td style="text-align: right">—</td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">106 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(13)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">93 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(9)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(9)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(13)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(13)</span></td></tr>
<tr id="xdx_409_eus-gaap--OtherNoncashIncomeExpenseAbstract_iB_zA9oxcF77V1d" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Other significant
non cash items</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr id="xdx_403_eus-gaap--ShareBasedCompensation_i01_d0_z4ouVBOFWK4g" style="vertical-align: bottom; background-color: White">
<td style="text-indent: 0.25in; text-align: left; width: 41%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Share-based compensation
expense</span></td>
<td style="text-align: right; width: 5%">—</td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%">—</td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">3,783 </span></td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">3,783 </span></td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%">—</td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">393 </span></td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">393 </span></td>
<td style="text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 4%">—</td>
<td style="white-space: nowrap; text-align: left; width: 2%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">5,414 </span></td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">5,414 </span></td></tr>
<tr id="xdx_407_eus-gaap--GainLossOnDerivativeInstrumentsNetPretax_i01N_di0_z2GvWzv06dIg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-indent: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Gain/(loss) on derivative liability</span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">44 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">44 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">214 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">214 </span></td></tr>
<tr id="xdx_40B_eus-gaap--InterestExpenseDebt_i01_d0_ziugctFsQ5Ld" style="vertical-align: bottom; background-color: White">
<td style="padding-left: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Interest and amortization of
debt discount and expense</span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,057 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,057 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">458 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">458 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">742 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">742 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Segment
assets</span></td>
<td id="xdx_982_ecustom--SegmentAssets_iI_c20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_z8vWC7VQ6Ekl" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">11,377
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_98F_ecustom--SegmentAssets_iI_c20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zZfjeSexGRcg" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">10,552
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_98A_ecustom--SegmentAssets_iI_c20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zjMgJH3yu8Ga" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">109,445
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_981_ecustom--SegmentAssets_iI_c20211231_zg8ApRuj0YA2" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">131,374
</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_983_ecustom--SegmentAssets_iI_c20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zOgZedVKYzj4" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">11,031
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_98A_ecustom--SegmentAssets_iI_c20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zGHGDczMYvJ7" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">40,327
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_984_ecustom--SegmentAssets_iI_c20201231_zK1jZPT4Ckij" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">51,358
</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_982_ecustom--SegmentAssets_iI_c20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zpUhkVEWCcSa" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">15,794
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_98A_ecustom--SegmentAssets_iI_c20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zUfeSaW5BkMa" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">29,919
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_980_ecustom--SegmentAssets_iI_c20191231_zGxdugmgggn8" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">45,713
</span></td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_88A_eus-gaap--ReconciliationOfRevenueFromSegmentsToConsolidatedTextBlock_pn3n3_zVWvzHdLAA7l" style="border-collapse: collapse; width: 100%" summary="xdx: Disclosure - Segment Information and Geographic Data - Schedule of Reconciliation of Revenue (Details)">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">12 months to December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49C_20210101__20211231_zhVPWuJ6ycC2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_491_20200101__20201231_zq7q2VKzSi" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_492_20190101__20191231_zLLFLyCBg738" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Revenue reconciliation</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40F_eus-gaap--Revenues_hus-gaap--StatementBusinessSegmentsAxis__custom--ReportableSegmentMember_zguywY9rIsf5" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 55%; text-align: left">Total revenue for reportable segment</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">25,495</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">21,565</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">29,165</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--Revenues_hus-gaap--StatementBusinessSegmentsAxis__custom--IntersegmentMember_z5m6ZBxddwg8" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Elimination of intersegment revenue</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(3,237</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(6,786</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(6,513</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_407_eus-gaap--Revenues_zmYFiqqon3fg" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total consolidated revenue</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">22,258</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">14,779</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">22,652</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Loss reconciliation</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_hus-gaap--StatementBusinessSegmentsAxis__custom--ReportableSegmentMember_zorPmsIZacb" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Total profit / (loss) from reportable segments</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(24,033</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(28,575</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(22,707</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_405_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_hus-gaap--StatementBusinessSegmentsAxis__custom--IntersegmentMember_z1bMUR1DbiTj" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Elimination of intersegment profits</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(154</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(323</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(310</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_404_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_z5KGf0ebkS7a" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Loss before income taxes</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">(24,187</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">(28,898</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">(23,017</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
</table>
<p style="margin-top: 0; margin-bottom: 0"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_884_eus-gaap--ReconciliationOfAssetsFromSegmentToConsolidatedTextBlock_pn3n3_z5zNM2ktqQYa" style="border-collapse: collapse; width: 90%" summary="xdx: Disclosure - Segment Information and Geographic Data - Schedule of Reconciliation of Assets (Details)">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49C_20211231_zLPaCnCTwV9g" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_494_20201231_zooVHqG9Mld1" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Asset reconciliation</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--Assets_iI_hus-gaap--StatementBusinessSegmentsAxis__custom--ReportableSegmentMember_zQTs0TfcpQ27" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 70%; text-align: left">Total assets from reportable segments</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">131,374</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">51,358</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_404_eus-gaap--Assets_iNI_di_hus-gaap--StatementBusinessSegmentsAxis__custom--IntersegmentReceivablesMember_zaIxWL9rHqUi" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Elimination of intersegment receivables</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(19,217</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(10,515</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_401_ecustom--AssetsElimationOfIntersegmentInvestmentAndGoodwill_iI_hus-gaap--StatementBusinessSegmentsAxis__custom--IntersegmentInvestmentAndGoodwillMember_zxcgnXPmjyk1" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Elimination of intersegment investment and goodwill</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(23,352</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">12,038</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--Assets_iI_zQ9wRTgCof87" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Consolidated total assets</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">88,805</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">52,881</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: normal 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: normal 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Revenue and property, plant and equipment
by geography</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_893_eus-gaap--ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock_z371L7ClPpS5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following tables summarize geographic information
for net sales based on the billing address of the customer, and for property, plant and equipment.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BC_zCOoYio4tvR8" style="display: none">Segment Information and Geographic
Data - Schedule of Revenue and Property, Plant and Equipment by Geography</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 90%">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Net sales by region</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 55%">Switzerland</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20210101__20211231__srt--StatementGeographicalAxis__country--CH_zZoWfXMxCdl" style="font: 10pt Times New Roman, Times, Serif; text-align: right; width: 11%" title="Net sales">1,272</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20200101__20201231__srt--StatementGeographicalAxis__country--CH_zOsn5bLjez49" style="font: 10pt Times New Roman, Times, Serif; text-align: right; width: 11%" title="Net sales">592</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20190101__20191231__srt--StatementGeographicalAxis__country--CH_zuGWqNWgJl1" style="font: 10pt Times New Roman, Times, Serif; text-align: right; width: 11%" title="Net sales">2,137</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Rest of EMEA* <span id="xdx_915_eus-gaap--EMEAMember_zjELDay54qTg" style="display: none">Rest of EMEA</span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20210101__20211231__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zpGVJdp7wiod" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">7,702</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20200101__20201231__srt--StatementGeographicalAxis__us-gaap--EMEAMember_ze1CBemsIn5g" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">4,321</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_c20190101__20191231__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zPP0DZyf0pk7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">8,046</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">North America <span id="xdx_919_esrt--NorthAmericaMember_z1bBSnUlCqM9" style="display: none">North America</span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20210101__20211231__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zYkGamHVAIK3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">11,148</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20200101__20201231__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zd9oCpLhUYGd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">8,260</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20190101__20191231__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zilpRwhMMwe3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">9,691</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Asia Pacific <span id="xdx_917_esrt--AsiaPacificMember_zPSnDFzKQNmf" style="display: none">Asia Pacific</span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231__srt--StatementGeographicalAxis__srt--AsiaPacificMember_ztagMF3TAzI7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,062</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20200101__20201231__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zeTHsmh5Nw8c" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">1,526</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20190101__20191231__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zBK0mLSeSZPh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,504</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Latin
America <span id="xdx_910_esrt--LatinAmericaMember_zyZeWWGWwkP9" style="display: none">Latin America</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20210101__20211231__srt--StatementGeographicalAxis__srt--LatinAmericaMember_znBZKWVnqZoc" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">74</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20200101__20201231__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zdWaLxhmMjR1" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">80</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20190101__20191231__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zvwN63zzOOU8" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">274</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total net sales</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--Revenues_pn3n3_c20210101__20211231_zZPvbmcTPx34" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">22,258</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20200101__20201231_zZyRjejB34S2" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">14,779</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20190101__20191231_zlYYzzSlT1Ka" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">22,652</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">* EMEA means Europe, Middle East and Africa</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right" title="Net sales"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right" title="Net sales"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right" title="Net sales"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 80%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 59%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Property, plant and equipment, net of depreciation, by region</b></span></td>
<td style="width: 18%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 5%; text-align: left"> </td>
<td style="width: 18%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Switzerland</span></td>
<td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20211231__srt--StatementGeographicalAxis__country--CH_zTLH1CSoLXIh" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">85 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_985_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20201231__srt--StatementGeographicalAxis__country--CH_zB5O3lh2WSBc" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">37 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Rest of EMEA*</span></td>
<td id="xdx_98C_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20211231__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zBMXe0UzhZp5" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">495 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_984_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20201231__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zlBVTnEuvBO4" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">953 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North America</span></td>
<td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20211231__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zUcXgcntNGAf" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_981_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20201231__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zy8g9D0YpII2" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Asia Pacific</span></td>
<td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20211231__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zlZFH54EA1ia" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_98F_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20201231__srt--StatementGeographicalAxis__srt--AsiaPacificMember_ztjMd7rX4V4" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total Property, plant and equipment, net of depreciation</b></span></td>
<td id="xdx_98B_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20211231_z5YrhKdSJeA" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>587 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td id="xdx_98B_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20201231_zPoNCdM7zNdl" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1,000 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">* EMEA means Europe, Middle East and Africa</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
</table>
<p id="xdx_8AC_zXkLTEzP4ve4" style="margin-top: 0; margin-bottom: 0"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_880_eus-gaap--ScheduleOfSegmentReportingInformationBySegmentTextBlock_pn3n3_zseLsXqA7Z1e" style="width: 100%; border-collapse: collapse; font-size: 10pt" summary="xdx: Disclosure - Segment Information and Geograhic Data - Schedule of Segment Reporting Information by Segment (Details)">
<tr>
<td> </td>
<td id="xdx_494_20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zYtE2FwnA4t1"> </td>
<td> </td>
<td id="xdx_491_20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zWKCo5OLVGug"> </td>
<td> </td>
<td id="xdx_49F_20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_z3GQ6mcVNQwg"> </td>
<td> </td>
<td id="xdx_49B_20210101__20211231__us-gaap--StatementBusinessSegmentsAxis__custom--TotalSegmentAssetsMember_zfIz2LtHDvs9"> </td>
<td> </td>
<td id="xdx_492_20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zr3N61ARwyBg"> </td>
<td> </td>
<td id="xdx_494_20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_z1K01cHsVjzc"> </td>
<td> </td>
<td id="xdx_49F_20200101__20201231__us-gaap--StatementBusinessSegmentsAxis__custom--TotalSegmentAssetsMember_z5pU02yd9jG1"> </td>
<td> </td>
<td id="xdx_491_20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zm8UyrTUWwck"> </td>
<td> </td>
<td id="xdx_492_20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zKmxJC4ujOrj"> </td>
<td> </td>
<td id="xdx_490_20190101__20191231__us-gaap--StatementBusinessSegmentsAxis__custom--TotalSegmentAssetsMember_zmCNKbxy4yxj"> </td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>12
months to December 31, </b></span></td>
<td colspan="7" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>2021</b></span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td colspan="5" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>2020</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td colspan="5" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>IoT</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>AI</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>mPKI</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>Total</b></span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>IoT</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>mPKI</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>Total</b></span></td>
<td style="white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>IoT</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>mPKI</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-size: 8pt"> </span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>Total</b></span></td></tr>
<tr id="xdx_405_eus-gaap--Revenues_zGL8cVnFwpr9" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Revenues from external
customers</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">16,867 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">4,612 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">779 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">22,258 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">14,317 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">462 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">14,779 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">20,504 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2,148 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">22,652 </span></td></tr>
<tr id="xdx_406_ecustom--IntersegmentRevenues_d0_zV6SCvTNnEJd" style="vertical-align: bottom; background-color: White">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Intersegment revenues</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">128 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">3,109 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">3,237 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">6,786 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">6,786 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">344 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">6,169 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">6,513 </span></td></tr>
<tr id="xdx_40A_ecustom--InterestRevenue_zGjQc5Fecxl7" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Interest revenue</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl4726">—</span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">54 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">55 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">8 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">59 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">67 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">36 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">38 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">74 </span></td></tr>
<tr id="xdx_402_eus-gaap--InterestExpense_znqmge2Qo1Ta" style="vertical-align: bottom; background-color: White">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Interest expense</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">30 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">537 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">976 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,543 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">12 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">707 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">718 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">29 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">695 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">724 </span></td></tr>
<tr id="xdx_406_eus-gaap--DepreciationAndAmortization_zujYxOdZqUMf" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Depreciation and
amortization</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">470 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">430 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">94 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">994 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,501 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">91 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,592 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,298 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">57 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,355 </span></td></tr>
<tr id="xdx_40D_ecustom--SegmentIncomeLossBeforeIncomeTaxes_zomcsGVemXH6" style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Segment
income /(loss) before income taxes</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(1,302)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(6,283)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(16,448)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(24,033)</span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(2,038)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(26,537)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(28,575)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">130 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(22,837)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(22,707)</span></td></tr>
<tr id="xdx_40E_eus-gaap--ProfitLoss_d0_zj8fGmsDg8z" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Profit / (loss)
from intersegment sales</span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">6 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">148 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">154 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">323 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">323 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">16 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">294 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">310 </span></td></tr>
<tr id="xdx_408_eus-gaap--IncomeTaxExpenseBenefit_iN_di0_zVNgHczeFhCl" style="vertical-align: bottom; background-color: White">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Income tax recovery
/(expense)</span></td>
<td style="text-align: right">—</td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">106 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(13)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">93 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(9)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(9)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(13)</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">(13)</span></td></tr>
<tr id="xdx_409_eus-gaap--OtherNoncashIncomeExpenseAbstract_iB_zA9oxcF77V1d" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Other significant
non cash items</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td></tr>
<tr id="xdx_403_eus-gaap--ShareBasedCompensation_i01_d0_z4ouVBOFWK4g" style="vertical-align: bottom; background-color: White">
<td style="text-indent: 0.25in; text-align: left; width: 41%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Share-based compensation
expense</span></td>
<td style="text-align: right; width: 5%">—</td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%">—</td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">3,783 </span></td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">3,783 </span></td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%">—</td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">393 </span></td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">393 </span></td>
<td style="text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 4%">—</td>
<td style="white-space: nowrap; text-align: left; width: 2%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">5,414 </span></td>
<td style="white-space: nowrap; text-align: left; width: 1%"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right; width: 5%"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">5,414 </span></td></tr>
<tr id="xdx_407_eus-gaap--GainLossOnDerivativeInstrumentsNetPretax_i01N_di0_z2GvWzv06dIg" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="text-indent: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Gain/(loss) on derivative liability</span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">44 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">44 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">214 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">214 </span></td></tr>
<tr id="xdx_40B_eus-gaap--InterestExpenseDebt_i01_d0_ziugctFsQ5Ld" style="vertical-align: bottom; background-color: White">
<td style="padding-left: 0.25in; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Interest and amortization of
debt discount and expense</span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,057 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1,057 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">458 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">458 </span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right">—</td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">742 </span></td>
<td style="white-space: nowrap; text-align: left"><span style="font-size: 8pt"> </span></td>
<td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">742 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Segment
assets</span></td>
<td id="xdx_982_ecustom--SegmentAssets_iI_c20211231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_z8vWC7VQ6Ekl" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">11,377
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_98F_ecustom--SegmentAssets_iI_c20211231__us-gaap--StatementBusinessSegmentsAxis__custom--AiMember_zZfjeSexGRcg" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">10,552
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_98A_ecustom--SegmentAssets_iI_c20211231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zjMgJH3yu8Ga" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">109,445
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_981_ecustom--SegmentAssets_iI_c20211231_zg8ApRuj0YA2" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">131,374
</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_983_ecustom--SegmentAssets_iI_c20201231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zOgZedVKYzj4" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">11,031
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_98A_ecustom--SegmentAssets_iI_c20201231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zGHGDczMYvJ7" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">40,327
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_984_ecustom--SegmentAssets_iI_c20201231_zK1jZPT4Ckij" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">51,358
</span></td>
<td style="text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_982_ecustom--SegmentAssets_iI_c20191231__us-gaap--StatementBusinessSegmentsAxis__custom--IoTMember_zpUhkVEWCcSa" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">15,794
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_98A_ecustom--SegmentAssets_iI_c20191231__us-gaap--StatementBusinessSegmentsAxis__custom--MPkiMember_zUfeSaW5BkMa" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">29,919
</span></td>
<td style="border-bottom: Black 2.25pt double; text-align: left"><span style="font-size: 8pt"> </span></td>
<td id="xdx_980_ecustom--SegmentAssets_iI_c20191231_zGxdugmgggn8" style="border-bottom: Black 2.25pt double; text-align: right" title="Segment assets"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">45,713
</span></td></tr>
</table>1686700046120007790002225800014317000462000147790002050400021480002265200012800003109000323700006786000678600034400061690006513000100054000550008000590006700036000380007400030000537000976000154300012000707000718000290006950007240004700004300009400099400015010009100015920001298000570001355000-1302000-6283000-16448000-24033000-2038000-26537000-28575000130000-22837000-2270700060000148000154000032300032300016000294000310000-0-10600013000-93000-090009000-0130001300000378300037830000393000393000054140005414000-0-0-0-0-0-44000-44000-0-214000-2140000010570001057000045800045800007420007420001137700010552000109445000131374000110310004032700051358000157940002991900045713000<table cellpadding="0" cellspacing="0" id="xdx_88A_eus-gaap--ReconciliationOfRevenueFromSegmentsToConsolidatedTextBlock_pn3n3_zVWvzHdLAA7l" style="border-collapse: collapse; width: 100%" summary="xdx: Disclosure - Segment Information and Geographic Data - Schedule of Reconciliation of Revenue (Details)">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">12 months to December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49C_20210101__20211231_zhVPWuJ6ycC2" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_491_20200101__20201231_zq7q2VKzSi" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_492_20190101__20191231_zLLFLyCBg738" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Revenue reconciliation</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40F_eus-gaap--Revenues_hus-gaap--StatementBusinessSegmentsAxis__custom--ReportableSegmentMember_zguywY9rIsf5" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 55%; text-align: left">Total revenue for reportable segment</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">25,495</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">21,565</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">29,165</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_402_eus-gaap--Revenues_hus-gaap--StatementBusinessSegmentsAxis__custom--IntersegmentMember_z5m6ZBxddwg8" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Elimination of intersegment revenue</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(3,237</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(6,786</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(6,513</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_407_eus-gaap--Revenues_zmYFiqqon3fg" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total consolidated revenue</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">22,258</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">14,779</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">22,652</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Loss reconciliation</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_hus-gaap--StatementBusinessSegmentsAxis__custom--ReportableSegmentMember_zorPmsIZacb" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Total profit / (loss) from reportable segments</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(24,033</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(28,575</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(22,707</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_405_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_hus-gaap--StatementBusinessSegmentsAxis__custom--IntersegmentMember_z1bMUR1DbiTj" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Elimination of intersegment profits</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(154</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(323</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(310</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_404_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_z5KGf0ebkS7a" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Loss before income taxes</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">(24,187</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">(28,898</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">(23,017</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
</table>254950002156500029165000-3237000-6786000-6513000222580001477900022652000-24033000-28575000-22707000-154000-323000-310000-24187000-28898000-23017000<table cellpadding="0" cellspacing="0" id="xdx_884_eus-gaap--ReconciliationOfAssetsFromSegmentToConsolidatedTextBlock_pn3n3_z5zNM2ktqQYa" style="border-collapse: collapse; width: 90%" summary="xdx: Disclosure - Segment Information and Geographic Data - Schedule of Reconciliation of Assets (Details)">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">As at December 31,</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_49C_20211231_zLPaCnCTwV9g" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="3" id="xdx_494_20201231_zooVHqG9Mld1" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">USD'000</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Asset reconciliation</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_407_eus-gaap--Assets_iI_hus-gaap--StatementBusinessSegmentsAxis__custom--ReportableSegmentMember_zQTs0TfcpQ27" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; width: 70%; text-align: left">Total assets from reportable segments</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">131,374</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">51,358</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr id="xdx_404_eus-gaap--Assets_iNI_di_hus-gaap--StatementBusinessSegmentsAxis__custom--IntersegmentReceivablesMember_zaIxWL9rHqUi" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Elimination of intersegment receivables</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(19,217</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(10,515</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr>
<tr id="xdx_401_ecustom--AssetsElimationOfIntersegmentInvestmentAndGoodwill_iI_hus-gaap--StatementBusinessSegmentsAxis__custom--IntersegmentInvestmentAndGoodwillMember_zxcgnXPmjyk1" style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Elimination of intersegment investment and goodwill</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(23,352</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">12,038</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_400_eus-gaap--Assets_iI_zQ9wRTgCof87" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Consolidated total assets</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">88,805</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right">52,881</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>131374000513580001921700010515000-23352000120380008880500052881000<p id="xdx_893_eus-gaap--ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock_z371L7ClPpS5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following tables summarize geographic information
for net sales based on the billing address of the customer, and for property, plant and equipment.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BC_zCOoYio4tvR8" style="display: none">Segment Information and Geographic
Data - Schedule of Revenue and Property, Plant and Equipment by Geography</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 90%">
<tr style="vertical-align: bottom">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Net sales by region</td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">USD'000</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 55%">Switzerland</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20210101__20211231__srt--StatementGeographicalAxis__country--CH_zZoWfXMxCdl" style="font: 10pt Times New Roman, Times, Serif; text-align: right; width: 11%" title="Net sales">1,272</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20200101__20201231__srt--StatementGeographicalAxis__country--CH_zOsn5bLjez49" style="font: 10pt Times New Roman, Times, Serif; text-align: right; width: 11%" title="Net sales">592</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20190101__20191231__srt--StatementGeographicalAxis__country--CH_zuGWqNWgJl1" style="font: 10pt Times New Roman, Times, Serif; text-align: right; width: 11%" title="Net sales">2,137</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left; width: 1%"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Rest of EMEA* <span id="xdx_915_eus-gaap--EMEAMember_zjELDay54qTg" style="display: none">Rest of EMEA</span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_pn3n3_c20210101__20211231__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zpGVJdp7wiod" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">7,702</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20200101__20201231__srt--StatementGeographicalAxis__us-gaap--EMEAMember_ze1CBemsIn5g" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">4,321</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_pn3n3_c20190101__20191231__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zPP0DZyf0pk7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">8,046</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">North America <span id="xdx_919_esrt--NorthAmericaMember_z1bBSnUlCqM9" style="display: none">North America</span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20210101__20211231__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zYkGamHVAIK3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">11,148</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_pn3n3_c20200101__20201231__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zd9oCpLhUYGd" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">8,260</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20190101__20191231__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zilpRwhMMwe3" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">9,691</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Asia Pacific <span id="xdx_917_esrt--AsiaPacificMember_zPSnDFzKQNmf" style="display: none">Asia Pacific</span></td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_pn3n3_c20210101__20211231__srt--StatementGeographicalAxis__srt--AsiaPacificMember_ztagMF3TAzI7" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,062</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20200101__20201231__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zeTHsmh5Nw8c" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">1,526</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--Revenues_pn3n3_c20190101__20191231__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zBK0mLSeSZPh" style="font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">2,504</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Latin
America <span id="xdx_910_esrt--LatinAmericaMember_zyZeWWGWwkP9" style="display: none">Latin America</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--Revenues_pn3n3_c20210101__20211231__srt--StatementGeographicalAxis__srt--LatinAmericaMember_znBZKWVnqZoc" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">74</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20200101__20201231__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zdWaLxhmMjR1" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">80</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--Revenues_pn3n3_c20190101__20191231__srt--StatementGeographicalAxis__srt--LatinAmericaMember_zvwN63zzOOU8" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">274</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total net sales</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--Revenues_pn3n3_c20210101__20211231_zZPvbmcTPx34" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">22,258</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_pn3n3_c20200101__20201231_zZyRjejB34S2" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">14,779</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--Revenues_pn3n3_c20190101__20191231_zlYYzzSlT1Ka" style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: right" title="Net sales">22,652</td><td style="border-bottom: Black 2.5pt double; font: bold 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">* EMEA means Europe, Middle East and Africa</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right" title="Net sales"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right" title="Net sales"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right" title="Net sales"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 80%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom; background-color: white">
<td style="white-space: nowrap; width: 59%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Property, plant and equipment, net of depreciation, by region</b></span></td>
<td style="width: 18%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td>
<td style="white-space: nowrap; width: 5%; text-align: left"> </td>
<td style="width: 18%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>As at December 31,</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: white">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>USD'000</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Switzerland</span></td>
<td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20211231__srt--StatementGeographicalAxis__country--CH_zTLH1CSoLXIh" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">85 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_985_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20201231__srt--StatementGeographicalAxis__country--CH_zB5O3lh2WSBc" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">37 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Rest of EMEA*</span></td>
<td id="xdx_98C_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20211231__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zBMXe0UzhZp5" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">495 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_984_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20201231__srt--StatementGeographicalAxis__us-gaap--EMEAMember_zlBVTnEuvBO4" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">953 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">North America</span></td>
<td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20211231__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zUcXgcntNGAf" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_981_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20201231__srt--StatementGeographicalAxis__srt--NorthAmericaMember_zy8g9D0YpII2" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1 </span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Asia Pacific</span></td>
<td id="xdx_98D_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20211231__srt--StatementGeographicalAxis__srt--AsiaPacificMember_zlZFH54EA1ia" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6 </span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td id="xdx_98F_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20201231__srt--StatementGeographicalAxis__srt--AsiaPacificMember_ztjMd7rX4V4" style="white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9 </span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total Property, plant and equipment, net of depreciation</b></span></td>
<td id="xdx_98B_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20211231_z5YrhKdSJeA" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>587 </b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"> </td>
<td id="xdx_98B_eus-gaap--PropertyPlantAndEquipmentNet_iI_pn3n3_c20201231_zPoNCdM7zNdl" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Property, plant and equipment net of accumulated depreciation"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>1,000 </b></span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">* EMEA means Europe, Middle East and Africa</span></td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td>
<td style="white-space: nowrap; text-align: left"> </td></tr>
</table>
1272000592000213700077020004321000804600011148000826000096910002062000152600025040007400080000274000222580001477900022652000850003700049500095300010001000600090005870001000000<p id="xdx_80A_eus-gaap--EarningsPerShareTextBlock_zkMFyLWHTuC2" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 40.</span> <span id="xdx_821_zb0ukuaWrhti">Earnings/(Loss) per share</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p id="xdx_89F_eus-gaap--ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock_zj6Y4whWeVU8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The computation of basic and diluted net earnings/(loss)
per share for the Group is as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B6_zZqSeszpxlMi" style="display: none">Earnings/(Loss) Per Share - Schedule
of Earnings Per Shares, Basic and Diluted</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr>
<td> </td>
<td> </td>
<td> </td>
<td id="xdx_493_20210101__20211231_z91mpD4eBuT2"> </td>
<td> </td>
<td> </td>
<td> </td>
<td id="xdx_492_20200101__20201231_zqBgJD6alTT3"> </td>
<td> </td>
<td> </td>
<td> </td>
<td id="xdx_49E_20190101__20191231_zyEsUN388L6f"> </td>
<td> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 10pt"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">Earnings / (loss) per share</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr id="xdx_400_eus-gaap--NetIncomeLossAvailableToCommonStockholdersBasic_pn3n3_zK61xPRH9m" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 55%; text-align: left">Net income / (loss) attributable to WISeKey International Holding AG (USD'000)</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">(20,340</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">(28,659</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">8,187</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Effect of potentially dilutive instruments on net gain (USD'000)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_904_eus-gaap--DilutiveSecurities_pn3n3_c20190101__20191231_znXVJrGo82J7" title="Effect of potentially dilutive instruments on net gain">335</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Net income / (loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments (USD'000)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_900_eus-gaap--NetIncomeLossAvailableToCommonStockholdersDiluted_pn3n3_c20190101__20191231_zwiTECXqdiib" title="Net income/(loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments">8,522</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--WeightedAverageNumberOfSharesOutstandingAbstract_iB_zBBhTQWxhlR7" style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Shares used in net earnings / (loss) per share computation:</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--WeightedAverageNumberOfSharesOutstandingBasic_i01_pid_zGDqiHEd3l75" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Weighted average shares outstanding - basic</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">71,642,457</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">42,785,300</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">36,079,000</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Effect of potentially dilutive equivalent shares</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90E_eus-gaap--IncrementalCommonSharesAttributableToCallOptionsAndWarrants_i01_pid_c20190101__20191231_zENbwZIoFVIh" title="Effect of potentially dilutive equivalent shares">1,399,458</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Weighted average shares outstanding - diluted</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90A_eus-gaap--WeightedAverageNumberOfDilutedSharesOutstanding_i01_pid_c20190101__20191231_zufewKGfWRX8" title="Weighted average shares outstanding - diluted">37,478,458</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--EarningsPerShareBasicAndDilutedAbstract_iB_zrdCF82ntG4g" style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Net earnings / (loss) per share</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40E_eus-gaap--EarningsPerShareBasic_pid_zmYdSGSXRRPl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Basic weighted average loss per share attributable to WIHN (USD)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(0.28</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(0.67</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">0.23</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--EarningsPerShareDiluted_pid_zuSlQckUYbli" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Diluted weighted average loss per share attributable to WIHN (USD)</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">(0.28</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">(0.67</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">0.23</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p id="xdx_8A0_zOuHZShnPv4d" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For purposes of the diluted net loss per share
calculation, stock options, convertible instruments and warrants are considered potentially dilutive securities and are excluded from
the calculation of diluted net loss per share, because their effect would be anti-dilutive. Therefore, basic and diluted net loss per
share was the same for the year ended December 31, 2021 due to the Group’s net loss position.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_89A_eus-gaap--ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock_zCg2SzIYPk2j" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table shows the number of stock
equivalents that were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B3_zZ7ZSAyZYTQl" style="display: none">Earnings/(Loss) Per Share - Schedule
of Anti-Dilutive Excluded from Computation</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 59%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Dilutive vehicles with anti-dilutive effect</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 11%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 11%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 11%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total
stock options <span id="xdx_914_eus-gaap--StockOptionMember_zwP1lapYySad" style="display: none">Stock Options</span></span></td>
<td id="xdx_98E_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_c20210101__20211231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_z4ZZIWHHSYJf" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,171,936</span></td>
<td style="white-space: nowrap"> </td>
<td id="xdx_980_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_c20200101__20201231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_zy7Zvkv4pCq3" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,333,434</span></td>
<td style="white-space: nowrap"> </td>
<td id="xdx_989_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_d0_c20190101__20191231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_zcuQgYLWRZ1j" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrants <span id="xdx_918_eus-gaap--WarrantMember_zWPyHXSFoUce" style="display: none">Warrants</span></span></td>
<td id="xdx_98A_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_d0_c20210101__20211231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_zqXOBEVPIrf5" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_982_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_d0_c20200101__20201231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_zbVEryx4Bbj7" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_98F_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_d0_c20190101__20191231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_zn6hQfSWiAUh" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total
convertible instruments <span id="xdx_913_eus-gaap--ConvertibleDebtSecuritiesMember_zbre4UyQlxfa" style="display: none">Convertible Instruments</span></span></td>
<td id="xdx_985_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_c20210101__20211231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--ConvertibleDebtSecuritiesMember_zTooykG3LBc4" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">14,754,955</span></td>
<td style="white-space: nowrap"> </td>
<td id="xdx_986_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_c20200101__20201231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--ConvertibleDebtSecuritiesMember_zob68JwaZnj4" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">20,369,716</span></td>
<td style="white-space: nowrap"> </td>
<td id="xdx_989_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_d0_c20190101__20191231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--ConvertibleDebtSecuritiesMember_z35K0LadQfIf" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total number of shares from dilutive vehicles with anti-dilutive effect</b></span></td>
<td id="xdx_98A_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_c20210101__20211231_zOM1l2hMZ3u5" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>17,926,891</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap"> </td>
<td id="xdx_986_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_c20200101__20201231_zCtjJGzOMR3" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>21,703,150</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap"> </td>
<td id="xdx_984_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_d0_c20190101__20191231_z9BQRvKto16d" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect">—</td></tr>
</table>
<p id="xdx_8A4_zxm2DkQP25vi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_891_ecustom--ScheduleOfDilutiveSecuritiesIncludedInComputationOfEarningsPerShareTableTextBlock_zouWkiAFJKKc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table shows the number of stock
equivalents that were included in the computation of diluted earnings per share:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BF_z9mnP5r5EsV6" style="display: none">Earnings/(Loss) Per Share - Schedule
of Dilutive Securities Included in the Computation of Earnings Per Share</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 59%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Dilutive vehicles</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 11%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 11%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 11%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total stock options</span></td>
<td id="xdx_986_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20210101__20211231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_zUGppLrSgT46" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_980_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20200101__20201231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_zULgamzBH6I6" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_982_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20190101__20191231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_zCV04Kk5tiU8" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,327,115</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrants</span></td>
<td id="xdx_985_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20210101__20211231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_ziTCLWm296J" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_985_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20200101__20201231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_zMjOYpNB1Nga" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_981_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20190101__20191231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_zv60LvaC5HH5" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total convertible instruments</span></td>
<td id="xdx_981_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20210101__20211231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--ConvertibleDebtSecuritiesMember_zUPYAEBSKqkj" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_98D_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20200101__20201231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--ConvertibleDebtSecuritiesMember_zC25wRBuKOt3" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_988_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20190101__20191231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--ConvertibleDebtSecuritiesMember_zKuaWCfgwvn8" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">693,230</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total number of shares from dilutive vehicles</b></span></td>
<td id="xdx_98A_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20210101__20211231_znzhMRaWFFvc" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap"> </td>
<td id="xdx_982_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20200101__20201231_z9szNKBp7PR3" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap"> </td>
<td id="xdx_985_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20190101__20191231_zfpX7yNSpBw3" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>3,020,345</b></span></td></tr>
</table>
<p id="xdx_8AF_zbFnqr9BeICd" style="margin-top: 0; margin-bottom: 0"> </p>
<p id="xdx_89F_eus-gaap--ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock_zj6Y4whWeVU8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The computation of basic and diluted net earnings/(loss)
per share for the Group is as follows:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B6_zZqSeszpxlMi" style="display: none">Earnings/(Loss) Per Share - Schedule
of Earnings Per Shares, Basic and Diluted</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%">
<tr>
<td> </td>
<td> </td>
<td> </td>
<td id="xdx_493_20210101__20211231_z91mpD4eBuT2"> </td>
<td> </td>
<td> </td>
<td> </td>
<td id="xdx_492_20200101__20201231_zqBgJD6alTT3"> </td>
<td> </td>
<td> </td>
<td> </td>
<td id="xdx_49E_20190101__20191231_zyEsUN388L6f"> </td>
<td> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 10pt"> </td><td style="font: bold 10pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center">12 months ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: left">Earnings / (loss) per share</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 10pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr id="xdx_400_eus-gaap--NetIncomeLossAvailableToCommonStockholdersBasic_pn3n3_zK61xPRH9m" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; width: 55%; text-align: left">Net income / (loss) attributable to WISeKey International Holding AG (USD'000)</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">(20,340</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">(28,659</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 11%; text-align: right">8,187</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Effect of potentially dilutive instruments on net gain (USD'000)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_904_eus-gaap--DilutiveSecurities_pn3n3_c20190101__20191231_znXVJrGo82J7" title="Effect of potentially dilutive instruments on net gain">335</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Net income / (loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments (USD'000)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_900_eus-gaap--NetIncomeLossAvailableToCommonStockholdersDiluted_pn3n3_c20190101__20191231_zwiTECXqdiib" title="Net income/(loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments">8,522</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_405_eus-gaap--WeightedAverageNumberOfSharesOutstandingAbstract_iB_zBBhTQWxhlR7" style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Shares used in net earnings / (loss) per share computation:</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--WeightedAverageNumberOfSharesOutstandingBasic_i01_pid_zGDqiHEd3l75" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Weighted average shares outstanding - basic</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">71,642,457</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">42,785,300</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">36,079,000</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Effect of potentially dilutive equivalent shares</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90E_eus-gaap--IncrementalCommonSharesAttributableToCallOptionsAndWarrants_i01_pid_c20190101__20191231_zENbwZIoFVIh" title="Effect of potentially dilutive equivalent shares">1,399,458</span></td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Weighted average shares outstanding - diluted</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">N/A</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right"><span id="xdx_90A_eus-gaap--WeightedAverageNumberOfDilutedSharesOutstanding_i01_pid_c20190101__20191231_zufewKGfWRX8" title="Weighted average shares outstanding - diluted">37,478,458</span></td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_401_eus-gaap--EarningsPerShareBasicAndDilutedAbstract_iB_zrdCF82ntG4g" style="vertical-align: bottom; background-color: White">
<td style="font: bold 10pt Times New Roman, Times, Serif; text-align: left">Net earnings / (loss) per share</td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt"> </td>
<td style="font-size: 10pt; text-align: left"> </td><td style="font-size: 10pt; text-align: right"> </td><td style="font-size: 10pt; text-align: left"> </td></tr>
<tr id="xdx_40E_eus-gaap--EarningsPerShareBasic_pid_zmYdSGSXRRPl" style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Basic weighted average loss per share attributable to WIHN (USD)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(0.28</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(0.67</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td>
<td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">0.23</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr id="xdx_408_eus-gaap--EarningsPerShareDiluted_pid_zuSlQckUYbli" style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Diluted weighted average loss per share attributable to WIHN (USD)</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">(0.28</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">(0.67</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">0.23</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
-20340000-2865900081870003350008522000716424574278530036079000139945837478458-0.28-0.670.23-0.28-0.670.23<p id="xdx_89A_eus-gaap--ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock_zCg2SzIYPk2j" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table shows the number of stock
equivalents that were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8B3_zZ7ZSAyZYTQl" style="display: none">Earnings/(Loss) Per Share - Schedule
of Anti-Dilutive Excluded from Computation</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 59%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Dilutive vehicles with anti-dilutive effect</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 11%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 11%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 11%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total
stock options <span id="xdx_914_eus-gaap--StockOptionMember_zwP1lapYySad" style="display: none">Stock Options</span></span></td>
<td id="xdx_98E_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_c20210101__20211231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_z4ZZIWHHSYJf" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,171,936</span></td>
<td style="white-space: nowrap"> </td>
<td id="xdx_980_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_c20200101__20201231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_zy7Zvkv4pCq3" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,333,434</span></td>
<td style="white-space: nowrap"> </td>
<td id="xdx_989_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_d0_c20190101__20191231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_zcuQgYLWRZ1j" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrants <span id="xdx_918_eus-gaap--WarrantMember_zWPyHXSFoUce" style="display: none">Warrants</span></span></td>
<td id="xdx_98A_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_d0_c20210101__20211231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_zqXOBEVPIrf5" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_982_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_d0_c20200101__20201231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_zbVEryx4Bbj7" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_98F_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_d0_c20190101__20191231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_zn6hQfSWiAUh" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total
convertible instruments <span id="xdx_913_eus-gaap--ConvertibleDebtSecuritiesMember_zbre4UyQlxfa" style="display: none">Convertible Instruments</span></span></td>
<td id="xdx_985_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_c20210101__20211231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--ConvertibleDebtSecuritiesMember_zTooykG3LBc4" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">14,754,955</span></td>
<td style="white-space: nowrap"> </td>
<td id="xdx_986_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_c20200101__20201231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--ConvertibleDebtSecuritiesMember_zob68JwaZnj4" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">20,369,716</span></td>
<td style="white-space: nowrap"> </td>
<td id="xdx_989_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_d0_c20190101__20191231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--ConvertibleDebtSecuritiesMember_z35K0LadQfIf" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect">—</td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total number of shares from dilutive vehicles with anti-dilutive effect</b></span></td>
<td id="xdx_98A_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_c20210101__20211231_zOM1l2hMZ3u5" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>17,926,891</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap"> </td>
<td id="xdx_986_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_c20200101__20201231_zCtjJGzOMR3" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>21,703,150</b></span></td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap"> </td>
<td id="xdx_984_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_d0_c20190101__20191231_z9BQRvKto16d" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles with anti-dilutive effect">—</td></tr>
</table>
3171936133343400001475495520369716017926891217031500<p id="xdx_891_ecustom--ScheduleOfDilutiveSecuritiesIncludedInComputationOfEarningsPerShareTableTextBlock_zouWkiAFJKKc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table shows the number of stock
equivalents that were included in the computation of diluted earnings per share:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_8BF_z9mnP5r5EsV6" style="display: none">Earnings/(Loss) Per Share - Schedule
of Dilutive Securities Included in the Computation of Earnings Per Share</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 59%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Dilutive vehicles</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 11%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 11%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2020</b></span></td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 4%; text-align: left"> </td>
<td style="border-bottom: Black 1pt solid; white-space: nowrap; width: 11%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2019</b></span></td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total stock options</span></td>
<td id="xdx_986_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20210101__20211231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_zUGppLrSgT46" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_980_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20200101__20201231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_zULgamzBH6I6" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_982_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20190101__20191231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_zCV04Kk5tiU8" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,327,115</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Warrants</span></td>
<td id="xdx_985_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20210101__20211231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_ziTCLWm296J" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_985_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20200101__20201231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_zMjOYpNB1Nga" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_981_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20190101__20191231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_zv60LvaC5HH5" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total convertible instruments</span></td>
<td id="xdx_981_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20210101__20211231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--ConvertibleDebtSecuritiesMember_zUPYAEBSKqkj" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_98D_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20200101__20201231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--ConvertibleDebtSecuritiesMember_zC25wRBuKOt3" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="white-space: nowrap"> </td>
<td id="xdx_988_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20190101__20191231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--ConvertibleDebtSecuritiesMember_zKuaWCfgwvn8" style="white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">693,230</span></td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Total number of shares from dilutive vehicles</b></span></td>
<td id="xdx_98A_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20210101__20211231_znzhMRaWFFvc" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap"> </td>
<td id="xdx_982_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20200101__20201231_z9szNKBp7PR3" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles">—</td>
<td style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap"> </td>
<td id="xdx_985_eus-gaap--WeightedAverageNumberDilutedSharesOutstandingAdjustment_pid_d0_c20190101__20191231_zfpX7yNSpBw3" style="border-top: Black 1pt solid; border-bottom: Black 2.25pt double; white-space: nowrap; text-align: right" title="Total number of shares from dilutive vehicles"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>3,020,345</b></span></td></tr>
</table>
00232711500000693230003020345<p id="xdx_80C_eus-gaap--LegalMattersAndContingenciesTextBlock_zvlX34MylB58" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 41.</span> <span id="xdx_82D_zIw25fdn42Ka">Legal proceedings</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We are currently not party to any legal proceedings
and claims that is not provided for in our financial statements.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p id="xdx_80E_eus-gaap--RelatedPartyTransactionsDisclosureTextBlock_ztjERIOWYUl3" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 42.</span> <span id="xdx_82D_zKr5PpXapdC2">Related parties disclosure</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Subsidiaries</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The consolidated financial statements of the Group
include the entities listed in the following table:</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="width: 100%; border-collapse: collapse; font-size: 10pt">
<tr>
<td style="border-bottom: Black 1pt solid; width: 16%; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>Group
Company Name</b></span></td>
<td style="width: 2%"> </td>
<td style="border-bottom: Black 1pt solid; width: 10%; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>Country
of incorporation</b></span></td>
<td style="width: 2%"> </td>
<td style="border-bottom: Black 1pt solid; width: 10%; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>Year
of incorporation</b></span></td>
<td style="width: 2%"> </td>
<td style="border-bottom: Black 1pt solid; width: 10%; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>Share
Capital</b></span></td>
<td style="width: 2%"> </td>
<td style="border-bottom: Black 1pt solid; width: 10%; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>%
ownership<br/>
as at December 31, 2021</b></span></td>
<td style="width: 2%"> </td>
<td style="border-bottom: Black 1pt solid; width: 10%; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>%
ownership<br/>
as at December 31, 2020</b></span></td>
<td style="width: 2%"> </td>
<td style="border-bottom: Black 1pt solid; width: 22%; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><b>Nature
of business</b></span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeKey
SA</span></td>
<td> </td>
<td id="xdx_98C_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember_zDMPjXGVc8I5" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Switzerland</span></td>
<td> </td>
<td id="xdx_98B_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember_znmoDydYuJo1" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1999</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">CHF <span id="xdx_90B_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember_zfP45vPK7dOf" title="Share capital">933,436</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_909_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember_zeEG1cGl1gDf" title="% ownership">95.75</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_900_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember_z91v5WGmQrh9" title="% ownership">95.75</span>%</span></td>
<td> </td>
<td id="xdx_982_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember_zNmiC6OcLjh4" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Main
operating company. Sales and R&D services</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeKey
Semiconductors SAS</span></td>
<td> </td>
<td id="xdx_98E_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsSaSMember_z2laLf0bhDK7" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">France</span></td>
<td> </td>
<td id="xdx_982_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsSaSMember_zQVucUk59Rt6" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2010</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">EUR <span id="xdx_90D_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsSaSMember_zBk6Qf6AbeMf" title="Share capital">1,298,162</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_900_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsSaSMember_z7wGioRidVK3" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_905_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsSaSMember_z0nwgy0w4CMk" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td id="xdx_986_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsSaSMember_z7GjfWwbxDZ8" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Chip
manufacturing, sales & distribution</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WiseTrust
SA</span></td>
<td> </td>
<td id="xdx_98A_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WiseTrustSaMember_zdHjEYPPN25d" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Switzerland</span></td>
<td> </td>
<td id="xdx_983_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WiseTrustSaMember_zDsaVZdVmM9g" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1999</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">CHF <span id="xdx_903_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WiseTrustSaMember_zW1kDsyGxjtg" title="Share capital">680,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_903_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WiseTrustSaMember_zsPMSBC6aNJl" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_900_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WiseTrustSaMember_z0oZkFNW8TUe" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td id="xdx_98B_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WiseTrustSaMember_zhAzIBnmOPAk" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Non-operating
investment company</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeKey
ELA SL</span></td>
<td> </td>
<td id="xdx_982_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyELASLMember_zIcaZ3Wa6Ch7" style="white-space: nowrap; vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Spain</span></td>
<td> </td>
<td id="xdx_98D_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyELASLMember_zBZmSysJn1S9" style="white-space: nowrap; vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2006</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">EUR <span id="xdx_90F_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyELASLMember_zsZlWBExK0Th" title="Share capital">4,000,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_90B_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyELASLMember_zpeqKbnsVqy2" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_90E_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyELASLMember_zK7gci65bPY9" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td id="xdx_984_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyELASLMember_zVxuujEy1ZKe" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Sales
& support</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeKey
SAARC Ltd</span></td>
<td> </td>
<td id="xdx_98B_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySAARCLtdMember_zTsskgae1d77" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">U.K.</span></td>
<td> </td>
<td id="xdx_988_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySAARCLtdMember_zt5Rs7Y1RfBb" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2016</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">GBP <span id="xdx_903_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySAARCLtdMember_zFST9EBGb7bd" title="Share capital">100,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_904_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySAARCLtdMember_zscjSx8oGpD9" title="% ownership">51.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_907_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySAARCLtdMember_zTA7amR08uhe" title="% ownership">51.0</span>%</span></td>
<td> </td>
<td id="xdx_98C_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySAARCLtdMember_zGdylrk3XqGe" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Non
trading</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeKey
USA Inc<sup>1</sup></span></td>
<td> </td>
<td id="xdx_98A_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyUSAIncMember_zW9j5fQvzS28" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">U.S.A</span></td>
<td> </td>
<td id="xdx_98F_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyUSAIncMember_zI5YKZWtSo4g" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2006</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">USD <span id="xdx_904_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyUSAIncMember_zVeGLnuRLYhd" title="Share capital">6,500</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_903_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyUSAIncMember_zlJ85bNQ5Rta" title="% ownership">100</span>%*</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_90D_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyUSAIncMember_zLUSh6cUSnnj" title="% ownership">100</span>%*</span></td>
<td> </td>
<td id="xdx_983_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyUSAIncMember_zfvFuF3oz9c" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Sales
& support</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeKey
India Private Ltd<sup>2</sup></span></td>
<td> </td>
<td id="xdx_98D_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIndiaPrivateLtdMember_zQ9FoOXcK8Jd" style="white-space: nowrap; vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">India</span></td>
<td> </td>
<td id="xdx_98D_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIndiaPrivateLtdMember_zx7fgSkes6O9" style="white-space: nowrap; vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2016</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">INR <span id="xdx_902_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIndiaPrivateLtdMember_zIJgj61ZUaQ5" title="Share capital">1,000,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_906_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIndiaPrivateLtdMember_zSueN2z7pGD2" title="% ownership">45.9</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_904_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIndiaPrivateLtdMember_zVLDIB0hi9tl" title="% ownership">45.9</span>%</span></td>
<td> </td>
<td id="xdx_98D_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIndiaPrivateLtdMember_zIRE8l72lrPk" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Sales
& support</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeKey
IoT Japan KK</span></td>
<td> </td>
<td id="xdx_985_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIoTJapanKKMember_z1msTOaP5ud" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Japan</span></td>
<td> </td>
<td id="xdx_985_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIoTJapanKKMember_zA2tlb6IZ2mk" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2017</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">JPY <span id="xdx_902_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIoTJapanKKMember_z6Wfs6pln288" title="Share capital">1,000,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_902_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIoTJapanKKMember_zeHUOZwtubu8" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_903_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIoTJapanKKMember_zsY4eprhafwl" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td id="xdx_983_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIoTJapanKKMember_z1qIW1cFJzoi" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Sales
& distribution</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeKey
IoT Taiwan</span></td>
<td> </td>
<td id="xdx_985_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIoTTaiwanMember_z8qMQGLfx9g7" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Taiwan</span></td>
<td> </td>
<td id="xdx_985_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIoTTaiwanMember_ziLSq7r6TVk1" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2017</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">TWD <span id="xdx_90B_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIoTTaiwanMember_zP5u6daK1uUa" title="Share capital">100,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_90A_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIoTTaiwanMember_zdYlzTWawdfl" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_906_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIoTTaiwanMember_zLEfghxX3N2f" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td id="xdx_987_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyIoTTaiwanMember_zfB7cw75ouSc" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Sales
& distribution</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeCoin
AG</span></td>
<td> </td>
<td id="xdx_982_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember_zxFffVsni7Yf" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Switzerland</span></td>
<td> </td>
<td id="xdx_989_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember_z8j9UxXdtHV3" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2018</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">CHF <span id="xdx_901_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember_z9TznRMdR6Na" title="Share capital">100,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_90D_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember_zp733oHuxW81" title="% ownership">90.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_900_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember_zHRrbb65Ws5a" title="% ownership">90.0</span>%</span></td>
<td> </td>
<td id="xdx_98C_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeCoinAGMember_zOFxfEr0Slhe" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Sales
& distribution</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeKey
Equities AG</span></td>
<td> </td>
<td id="xdx_98B_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyEquitiesAGMember_zcNjayiPFh13" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Switzerland</span></td>
<td> </td>
<td id="xdx_981_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyEquitiesAGMember_zCLJJ6grqelj" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2018</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">CHF <span id="xdx_902_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyEquitiesAGMember_zQTzDsUCrQka" title="Share capital">100,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_90B_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyEquitiesAGMember_zQKgX7O8V5D9" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_901_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyEquitiesAGMember_z1mc16sy2xoi" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td id="xdx_98E_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyEquitiesAGMember_zdkvwBuIBO51" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Financing,
Sales & distribution</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeKey
Semiconductors GmbH</span></td>
<td> </td>
<td id="xdx_985_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsGmbHMember_zx0RZiEFxR11" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Germany</span></td>
<td> </td>
<td id="xdx_981_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsGmbHMember_z7BgxhsC76ie" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2019</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">EUR <span id="xdx_900_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsGmbHMember_zlcsJqett9Ri" title="Share capital">25,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_90E_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsGmbHMember_zApxWr1gRZA3" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_908_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsGmbHMember_zDDLIy7rguje" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td id="xdx_986_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySemiconductorsGmbHMember_zbaQq3SqAlm9" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Sales
& distribution</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeKey
Arabia - Information Technology Ltd</span></td>
<td> </td>
<td id="xdx_985_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyArabiaInformationTechnologyLtdMember_z6PBz34YwO8" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Saudi
Arabia</span></td>
<td> </td>
<td id="xdx_98A_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyArabiaInformationTechnologyLtdMember_zFCGDYsvgmma" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2019</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">SAR <span id="xdx_908_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyArabiaInformationTechnologyLtdMember_zyqq1fMracX2" title="Share capital">200,000</span>.00</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_904_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyArabiaInformationTechnologyLtdMember_zK8Dr9tfXDg4" title="% ownership">51.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_909_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyArabiaInformationTechnologyLtdMember_zTHxDvYbwHSd" title="% ownership">51.0</span>%</span></td>
<td> </td>
<td id="xdx_986_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeyArabiaInformationTechnologyLtdMember_zDNHobLKKAEd" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Sales
& distribution</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">TrusteCoin
AG<sup>3</sup></span></td>
<td> </td>
<td id="xdx_98B_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TrusteCoinAgMember_zJOPMWxO2Ypl" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Switzerland</span></td>
<td> </td>
<td id="xdx_985_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TrusteCoinAgMember_zCH3Q32GbTu4" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2020</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">CHF <span id="xdx_904_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TrusteCoinAgMember_zk9nx2USP8a7" title="Share capital">100,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_909_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TrusteCoinAgMember_z6uEqcpGyc21" title="% ownership">100.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_909_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TrusteCoinAgMember_ztS9eNTOTC16" title="% ownership">51.0</span>%</span></td>
<td> </td>
<td id="xdx_986_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TrusteCoinAgMember_zb08pT7OTYsl" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Sales
& distribution</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">arago
GmbH</span></td>
<td> </td>
<td id="xdx_98C_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoGmbhMember_zLSywYaVml92" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Germany</span></td>
<td> </td>
<td id="xdx_98B_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoGmbhMember_zXOwZDiP2HQh" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">1995</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">EUR <span id="xdx_905_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoGmbhMember_zrFvUvuvMWl1" title="Share capital">266,808</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_908_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoGmbhMember_zKneXtrH66P3" title="% ownership">51.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">n/a</span></td>
<td> </td>
<td id="xdx_980_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoGmbhMember_zhfqnZCWPFPl" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Process
automation using AI, sales and support</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">arago
Da Vinci GmbH<sup>4</sup></span></td>
<td> </td>
<td id="xdx_98E_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoDaVinciGmbhMember_zV1Ek28algHc" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Germany</span></td>
<td> </td>
<td id="xdx_98D_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoDaVinciGmbhMember_zz8kVtCjsB83" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2007</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">EUR <span id="xdx_906_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoDaVinciGmbhMember_zqze0KFqLyKh" title="Share capital">25,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_905_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoDaVinciGmbhMember_ztgorCPKHr2i" title="% ownership">51.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">n/a</span></td>
<td> </td>
<td id="xdx_986_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoDaVinciGmbhMember_zrXLnmW6Ei4i" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Sales
& support</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">arago
Technology Solutions Private Ltd<sup>4</sup></span></td>
<td> </td>
<td id="xdx_98C_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoTechnologySolutionsPrivateLtdMember_zCifykw8JVx1" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">India</span></td>
<td> </td>
<td id="xdx_98B_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoTechnologySolutionsPrivateLtdMember_z145yxPrSwaf" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2017</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">INR <span id="xdx_907_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoTechnologySolutionsPrivateLtdMember_zyN8BSeMHnC2" title="Share capital">100,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_900_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoTechnologySolutionsPrivateLtdMember_zhxvxCfLQB37" title="% ownership">51.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">n/a</span></td>
<td> </td>
<td id="xdx_987_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoTechnologySolutionsPrivateLtdMember_zliwq5CQ7917" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Sales
& support</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">arago
US Inc.<sup>4</sup></span></td>
<td> </td>
<td id="xdx_98C_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoUsIncMember_z2igwdx0X5j8" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">U.S.A</span></td>
<td> </td>
<td id="xdx_982_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoUsIncMember_zJPf0bBIhwNi" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2015</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">USD <span id="xdx_906_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoUsIncMember_zgqs8BtdkYzj" title="Share capital">25</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_909_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoUsIncMember_z7IThR4avVUc" title="% ownership">51.0</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">n/a</span></td>
<td> </td>
<td id="xdx_98A_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoUsIncMember_zGJwu8FdBGoc" style="vertical-align: top; background-color: white; text-align: left" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Sales
& support</span></td>
</tr>
<tr>
<td style="vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">WISeKey
Vietnam Ltd</span></td>
<td> </td>
<td id="xdx_987_ecustom--RelatedPartyIncorporationStateCountryCode_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WiseKeyVietnamLtdMember_zjXvBw5fI97a" style="vertical-align: top; background-color: white; text-align: left" title="Country of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">Vietnam</span></td>
<td> </td>
<td id="xdx_981_ecustom--RelatedPartyDateOfIncorporation_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WiseKeyVietnamLtdMember_zNiOe8JSyct2" style="vertical-align: top; background-color: white; text-align: left" title="Year of incorporation"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">2021</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">VND <span id="xdx_909_eus-gaap--CommonStockHeldBySubsidiary_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WiseKeyVietnamLtdMember_z1Db0E87QEwa" title="Share capital">689,400,000</span></span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"><span id="xdx_909_ecustom--OwnershipInterestInRelatedParty_pid_dp_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WiseKeyVietnamLtdMember_zPlIwHsLml8h" title="% ownership">95.75</span>%</span></td>
<td> </td>
<td style="white-space: nowrap; vertical-align: top; background-color: white; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">n/a</span></td>
<td> </td>
<td style="vertical-align: top; background-color: white; text-align: left"><p id="xdx_981_ecustom--SubsidiaryNatureOfBusiness_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WiseKeyVietnamLtdMember_zCAoJXg6Zm34" style="margin-top: 0; margin-bottom: 0" title="Nature of business"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt">R&D</span></p>
<p style="margin-top: 0; margin-bottom: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 8pt"> </span></p></td>
</tr>
<tr>
<td colspan="13" style="white-space: nowrap; vertical-align: bottom; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><sup>1</sup> 50% owned by WISeKey SA and 50% owned by WiseTrust SA</span></td>
</tr>
<tr style="vertical-align: top; background-color: white">
<td colspan="13" style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><sup>2</sup> 88% owned by WISeKey SAARC which is controlled by WISeKey International Holding AG</span></td>
</tr>
<tr style="vertical-align: top; background-color: white">
<td colspan="13" style="white-space: nowrap; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><sup>3</sup> Formerly WiseAI AG, 100% owned by WISeKey International Holding AG from August 27, 2021</span></td>
</tr>
<tr>
<td colspan="13" style="white-space: nowrap; vertical-align: top; background-color: white; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><sup>4</sup> 100% owned by arago GmbH</span></td>
</tr>
</table>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: normal 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: normal 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Related party transactions and balances</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" id="xdx_88A_eus-gaap--ScheduleOfRelatedPartyTransactionsTableTextBlock_pn3n3_zTGsL6ntRQsk" style="border-collapse: collapse; width: 100%" summary="xdx: Disclosure - Related Parties Disclosure - Schedule of Related Party Transactions (Details)">
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt"> </td>
<td style="font-size: 8pt; text-align: left"> </td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="7" style="font: bold 8pt Times New Roman, Times, Serif; text-align: center">Receivables as at</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="7" style="font: bold 8pt Times New Roman, Times, Serif; text-align: center">Payables as at</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 8pt Times New Roman, Times, Serif; text-align: center">Net expenses to</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 8pt Times New Roman, Times, Serif; text-align: center">Net income from</td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: left"> </td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 8pt Times New Roman, Times, Serif; text-align: left">Related Parties</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 8pt Times New Roman, Times, Serif; text-align: right">December 31,</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 8pt Times New Roman, Times, Serif; text-align: right">December 31,</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 8pt Times New Roman, Times, Serif; text-align: right">December 31,</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 8pt Times New Roman, Times, Serif; text-align: right">December 31,</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 8pt Times New Roman, Times, Serif; text-align: center">in the year ended December 31,</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 8pt Times New Roman, Times, Serif; text-align: center">in the year ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: left">(in USD'000)</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2019</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left">1</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left; width: 17%">Carlos Moreira</td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zTZioAwMw8wg" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_983_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zp6lHGS0QAkc" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_980_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zSeH8O2JClR2" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Payables">2,802</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zZNFOnZ5VWR8" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Payables">1,580</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zqanrMq0QQsc" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zrLDmPo2PUgi" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98A_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_z0m9AFmZ4l1a" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zqztE8Y6r9Ae" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98E_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_ztZgPkOR30K4" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zsENi5vK3mBh" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">2</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Philippe Doubre</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_ztyaMFMHVVB5" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_ziqzkWHUYoob" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zTATab0dF9xi" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zD3GNGe8HbA3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zMjmAYbp2arj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">179</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zFjntU58kIFg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">86</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zkJRweBe0af2" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">114</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zOduW2qvThlb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zdHUvytygvi8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_z7S097wmwx1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">3</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">David Fergusson</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zcB1ymi9oZRa" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zo5Ek5QGEOx4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zSe6RitXbtTb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zPvpfOn58AJ" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zOGwXoNlYnga" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">78</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zvePCfGz5pP3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">119</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zIQLHcEggQ1c" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">161</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_z5zjDl3aeaWj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zc7nH6ECJE3b" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_ztrmbmhyRarh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">4</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Eric Pellaton</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_z9TYial7Fz5h" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_zKzDdUX6Mgbh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_zUaY9YNZv8ia" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_z5D6J5N8z7Of" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_zPZrqH6STM99" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">92</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_zQk1oVa1y4Tg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">42</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_z5Rbm7plvcs4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_z0GaUACP4jya" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_zuspK1Zmrdvh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_zSGOpKA2rAvb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">5</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Jean-Philippe Ladisa</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zXqqXAnxoGwd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zOTZtEm1RR3i" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_ztWzpq2cwVJl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_z7VaJykzw932" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zGeqva1ry1Cb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">68</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zD1ER4jXWJ6c" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">61</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_z1mhZ0fIq7l3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zADLPPH4K9Cg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zryY3HociCUg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zMOT1hhtAaPd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">6</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Hans-Christian Boos</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zWRA58nvjSCd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_znwOvJxsnJyd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_z6EGoeITshRg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">2,395</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zpNt43uJwmlb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zdVVFZz7ku" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">125</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zT1mEcBDmWV9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zZ2LJvCSXXCj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zfp58uVO4DO5" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zN7pHPzutFl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zCZLffqZ4N6c" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">7</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Juan Hernández Zayas</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zr4xppHyjwK6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zDh8yvVTnsY7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_z4GjFJtuayF7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zAzXVo8zI0m1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_z8S5vFpLJs61" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zSesgMuc1zdi" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">52</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zJe2QED8UrEl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">165</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zJXmzR3ph7Pc" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zyiNJIeFaIwj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zoEbAaDlumc1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">8</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Thomas Hürlimann</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zeHINetVRfK6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zzjLLU962uJg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zMGdbocBhhW8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zsceJ0fBEFg3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zINHX85xmiC9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zcCV8CkuE9kj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zD3PH3pXsuK7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">63</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zE3VxCIdcvb6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zWZPXsUbxCli" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_z1RH0ojWvbu4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">9</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Dourgam Kummer</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zDxm9npoqB2g" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zs5Nm8fyspB" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">14</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zF56CuNgo9s8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zkwpdUenQMJc" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zH027MoLbhCj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zzJLBGLbCGBf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zImWSe39R4ng" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">52</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_z7AEM67a62qb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_z29I3OOCtGwj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_z6RzMdvGJXRl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">10</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Maryla Shingler-Bobbio</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zNZLZenmjh9f" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zkTJP6qM1XD6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zR6sTZqY7RE6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zj56pv7mOpDa" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zgRXcrvCEKp4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_z3JRiQol3ET6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zCpNgirjtbg2" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">123</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zMBngK1IsPL6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zG0S2jwlamrc" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_z4rXjnmxpE6e" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">11</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Roman Brunner</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zZ2A73PwUrxl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_z02dP21cfjT4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zoUFwmeofcN4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_ztqVJMsLaJd9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zA5b3iWFzwM9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zzXQoqgXqnnf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zkWDfELQUrM1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">426</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zLp1r9uz1Cck" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_z2yPbXofTgg9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zMuiZ78VbnZ5" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">87</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">12</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Anthony Nagel</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zv3TpsdYw2Ae" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zqxm6cJCz2Hj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zp6JgskAFOqi" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zYeQgJ4icBPd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zei4oXUq13l3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_z66ty1UndhZe" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zmZChSs63FY4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">5</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zTV6dV6y6Zwf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zo92E1Dioz6b" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zVEprCpPCo86" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">58</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">13</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Maria Pia Aqueveque Jabbaz</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zHzZwrBnVSh1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zUeoxJmskfe6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zbE6NOJxWF2c" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zNq7e0RwRvtf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zcGwwiFpnm6d" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">2</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zVkiD5MxtVCc" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">1</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zawz6HQTVSo1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_z4G3e3MciHM1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zyS68leNlkAa" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zLEiDL3TIO7i" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">14</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Philippe Gerwill</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zUMqyfqAMV3e" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zTykO3YvweGl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zVc7MSdJ8LO1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zaQmTUVUX2Q8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zliXK29H66e" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">10</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_z66jxjVZhcU" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zXvri6Yg78ni" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">14</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zcEwM3BnsPC8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zH8HzLjJH6N8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zEzkmtIAmo8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">15</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Geoffrey Lipman</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zoY92IyMj5ti" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zPIjzOCgyUHk" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zX6d1sIuNpAd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zEvUXfPyihJd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_z9SZ0m3DSiq4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">8</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zOHNm1OY3AK7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zJJU4pxv1jQ8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">14</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zHD1kH4FMJfl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_z9j8WU2Hfce8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zd2uEzKUxQik" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">16</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Don Tapscott</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_z7dF7GaG1oKg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zjFcejo12iw" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_z4thS6sOIDbb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zlC9pXZ6tJx6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zZOSe6nHxC4i" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zNGC6BCKSlzh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">8</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zyvqdVFiZpV" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_z5J3VXdhqSDh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zUBImJlQOGb9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zb3vknZqJJr3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">17</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Cristina Dolan</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zTjm8TuMEiph" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zYtoIY4RyHvh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zZLBSLRfzSAk" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zIcRUbk8unw3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zAJfhFPxD6Dh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zAh06va11bha" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">1</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zGrPUtSJlnKc" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zrIZIVtn22Q6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_z48td7LsZY08" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zUENaN6P94Dg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">18</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Wei Wang</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zSMOlnHLV0V6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zFtL6indpnP4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zhlc2MT3hjhk" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zjZgb9NEIbm3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zePGTiHQTMD7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_z3szTkpoq2Pf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zJ5btRWLbPXb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_z1V9tcCE2bij" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zQgPVk03IJZf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_z1doDyAZ4gd4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">10</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">19</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">OISTE</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zMvyLsby3tDb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">129</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zNkGla04Wyo5" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">95</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zF8uCHkOOyv6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">189</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zetletXErG52" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">172</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_z2mFkrBaqk1a" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">350</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zGPik0m9hMPa" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">374</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zuGJD2NxF1Sd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">219</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zP5NpEnFAMTl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">71</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zFwkNWEdl8Tc" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">32</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zJlCuTKQ7SQl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">140</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">20</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Indian Potash Limited</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zfSe2iZN5Dk7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_z2tKVFxZ5t3e" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_z14WxV7VnJ73" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zfew70AVPz7f" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zc96YQILr21l" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zgv8qWetz857" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zHOtyYIDBZmf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_znOAaKRM5oNe" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zqMQg5etqbr6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zP1wuPyA8Hu2" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">21</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Terra Ventures Inc</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_z4I75cwM35Z6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_z1tFi45rvYc9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_zMFgHMsKGVA5" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">33</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_z5IsLEHzrimd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">33</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_zffaqaVzclak" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_zjyMVXGm75z3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_zSmStkvKSnQ2" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_z1hXSv7Np2Vj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_zR9vkwLl3uDh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_zRcZgwT1z2T" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">22</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Edmund Gibbons Limited</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_z7F74EUn82m9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zTbfQpuLYJM1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zoholbqkY3A4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zNeC7MWvu9Af" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zFpCJ29hv6Rd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zK23O5Xcd6Vg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zBeOgDAq6BJ8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">479</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zSaZBsjK834f" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zuWLKyuFgkFh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zN67wp9PEEo" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">36</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">23</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">GSP Holdings Ltd</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_znU9PRyeTVv5" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_zXURt3bdQuIk" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_zkb9ZgT2dBgk" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">17</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_zc7NhLjmn0e8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">18</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_z7U0J11Cz0v2" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_z60TzOAmYM3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Ne expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_z1wfwz56RPS4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_z9n8If4pgM6g" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_zqlw2VtjhX13" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_z5jXZSgMAyG" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">24</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">SAI LLC (SBT Ventures)</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zrOXzcyIBkYb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zRfgVZ4dl7q9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zR0TYK4e19M2" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">34</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zd0mTjaSnJWe" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">34</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zmOHwFMouPU3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zFwWeT9WX4f7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zLZm68WEVlgj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zMpdmefJB304" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_z94wqCoFh1s4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zmxA34rw8nYe" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left">25</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Related parties of Carlos Moreira</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zFpAlvVqU1x" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zucgH5KFIuKk" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zgyrNIfyouOc" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_z6DlGsynvMof" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_z22fNpyB3V0e" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">224</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zIMsUiAsZz63" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">223</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zOiO0fmjSUi" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">360</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zK2y3J1rJTI3" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_znZ1gHGngAk1" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zoPliHspgCOh" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231_zrPO8XDilPfb" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">129</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231_zFrubr2f0hC" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">109</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231_ziGqE7Q8Dl8b" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">5,470</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231_z1SxqeWfzWg4" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">1,837</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231_zKb4l2jV8dJg" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">1,136</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231_zGSFygo5P5P4" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">968</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231_zGontMBudgle" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">2,195</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231_zu0guS7NjcR1" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">71</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231_zHMmZivuEMZ9" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">32</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231_zIeUKYDU5BI" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">331</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">1. Carlos Moreira is the Chairman of the Board
and CEO of WISeKey. A short-term payable in an amount of CHF <span id="xdx_906_eus-gaap--DueToRelatedPartiesCurrent_iI_pp0p0_uCHF_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zjYSXlneXidd" title="Payables">2,555,032</span>.97 (USD <span id="xdx_906_eus-gaap--DueToRelatedPartiesCurrent_iI_pp0p0_uUSD_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zbsKI1aP1Ume" title="Payables">2,802,171</span>) to Carlos Moreira was outstanding
as at December 31, 2021, made up of accrued salary and bonus.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">2. Philippe Doubre is a Board member of the Group,
and member of the Group’s nomination & compensation committee, as well as a shareholder. The expenses recorded in the income
statement in the year to December 31, 2021 relate to his Board fee and compensation for additional services to WISeKey during the year.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">3. David Fergusson is a Board member of the Group,
and member of the Group’s audit committee and nomination & compensation committee, as well as a shareholder. The expenses recorded
in the income statement in the year to December 31, 2021 relate to his Board fee.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">4. Eric Pellaton is a Board member of the Group,
and member of the Group’s nomination & compensation committee, as well as a shareholder. The expenses recorded in the income
statement in the year to December 31, 2021 relate to his Board fee.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">5. Jean-Philippe Ladisa is a Board member of the
Group, and member of the Group’s audit committee. The expenses recorded in the income statement in the year to December 31, 2021
relate to his Board fee.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">6. Hans-Christian Boos is the managing director
of arago GmbH and a minority shareholder of arago GmbH through two personal companies. One of his wholly-owned personal companies, Aquilon
Invest GmbH entered into a loan agreement with arago GmbH for an amount of EUR <span id="xdx_90E_eus-gaap--ProceedsFromRelatedPartyDebt_pp0p0_uEUR_c20200501__20200527__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AragoGmbhMember_zylJmlksG06b" title="Proceeds from related party debt">1,918,047</span> prior to the acquisition of arago by WISeKey.
The loan bears interest at a rate of 6% per annum. As at December 31, 2021, the balance of the loan and accrued interests due by arago
GmbH to Hans- Christian Boos as ultimate beneficiary was EUR <span id="xdx_906_eus-gaap--DueToRelatedPartiesCurrent_iI_pp0p0_uEUR_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zXZsfPmWHybc" title="Payables">2,105,407</span> (USD <span id="xdx_904_eus-gaap--DueToRelatedPartiesCurrent_iI_pp0p0_uUSD_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zr3uEf1HbfFa" title="Payables">2,395,219</span>). In the 11 months to December 31, 2021
since the acquisition of arago, an interest charge of EUR <span id="xdx_901_eus-gaap--InterestExpenseBorrowings_pp0p0_uEUR_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zkRrWFQAJ0w3" title="Interest expense">105,895</span> (USD <span id="xdx_909_eus-gaap--InterestExpenseBorrowings_pp0p0_uUSD_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zIZWQfRSqq38" title="Interest expense">125,312</span>) was recorded in the consolidated income statement
of WISeKey.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In view of the acquisition of a controlling interest
in arago, the Company entered into the “arago Third Convertible Loan Agreement” on November 18, 2020 with arago GmbH and its
shareholders, Aquilon Invest GmbH and OGARA GmbH both wholly owned by Hans-Christian Boos, whereby WISeKey intended to acquire 51% of
arago’s fully diluted share capital against (i) an investment of CHF 5 million, and (ii) a guarantee on arago’s existing indebtedness.
The arago Third Convertible Loan Agreement documents the intention of the Company to extend a “Put Option” to Aquilon Invest
GmbH and OGARA GmbH for the remaining 49% share capital of arago in exchange for 12,327,506 WIHN Class B Shares. The shares have been
reserved in the Company’s authorized share capital.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On April 29, 2021, WISeKey entered into an “Equity
Financing Mechanism”, as amended on July 28, 2021 and January 24, 2022, with arago GmbH and Mr. Boos whereby the parties agree that
the Company will finance the operations of arago. Under the Equity Financing Mechanism, should arago or its minority shareholders not
be able to repay the amounts loaned by WISeKey, the Company will have the right to request that (1) arago’s shareholder Hans-Christian
Boos’ right to receive 12,327,506 WIHN Class B Shares upon exercise of the Put Option held by Aquilon Invest GmbH and OGARA GmbH
will be reduced by such number of WIHN Class B Shares as corresponds to the quotient of (i) the Equity Financing Mechanism amount due
to WISeKey, converted into Swiss francs, divided by (ii) a Conversion Price based on the market price of a WIHN Class B Share at the relevant
period; and (2) Mr. Boos, through his companies, Aquilon Invest GmbH and OGARA GmbH, will transfer to WISeKey shares in arago GmbH in
the same proportion as the reduction in the Put Option right.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As at December 2021, Mr. Boos, through Aquilon
Invest GmbH and OGARA GmbH, had not exercised the Put Option and WISeKey had not exercised its right to convert the amounts loaned to
arago into arago shares and a reduction of the Put option.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">7. Juan Hernandez-Zayas is a former Board member
of the Group.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">8. Thomas Hürlimann is a former Board member
of the Group.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">9. Dourgam Kummer is a former Board member of
the Group.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">10. Maryla Shingler Bobbio is a former Board member
of the Group, and former member of the Group’s audit committee and nomination & compensation committee.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">11. Roman Brunner is the former Chief Revenue
Officer of the Group.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">12. Anthony Nagel is the former Chief Operations
Officer of the QuoVadis Group which WISeKey divested in 2019.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">13. Maria Pia Aqueveque Jabbaz is a member of
the Group’s advisory committee. The expenses recorded in the income statement in the year to December 31, 2021 relate
to her advisory committee fee.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">14. Philipp Gerwill is a member of the Group’s
advisory committee. The expenses recorded in the income statement in the year to December 31, 2021 relate to his advisory committee
fee.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">15. Geoffrey Lipman is a member of the Group’s
advisory committee. The expenses recorded in the income statement in the year to December 31, 2021 relate to his advisory committee
fee.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">16. Don Tapscott is a member of the Group’s
advisory committee, and cofounder of The Tapscott Group Inc. The Blockchain Research Institute (the “<b>BRI</b>”) is a division
of The Tapscott Group Inc. On December 20, 2018 WISeKey and the BRI entered into an agreement to establish BlockChain Centers of Excellence
and promote BlockChain technology worldwide.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">17. Cristina Dolan is a former member of the Group’s
advisory committee.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">18. Wei Wang is a former member of the Group’s
advisory committee.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">19. The Organisation Internationale pour la Sécurité
des Transactions Electroniques (“<b>OISTE</b>”) is a Swiss non-profit making foundation that owns a cryptographic rootkey.
In 2001 WISeKey SA entered into a contract with OISTE to operate and maintain the global trust infrastructures of OISTE. In line with
the contract, WISeKey pays a regular fee to OISTE for the use of its cryptographic rootkey. Two members of the Board of Directors of WISeKey
are also members of the Counsel of the Foundation which gives rise to the related party situation.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">OISTE is also the minority shareholder in WISeCoin
AG with a 10% ownership.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The receivable from OISTE as at December 31, 2021
and income recorded in the income statement in the year to December 31, 2021 relate to the facilities and personnel hosted by WISeKey
SA on behalf of OISTE. In the year 2021, WISeKey SA invoiced OISTE CHF 64,546 (USD 70,626).</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The payable to OISTE as at December 31, 2021 and
expenses relating to OISTE recognized in 2021 are made up of license and royalty fees for the year 2021 under the contract agreement with
WISeKey SA.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">20. Indian Potash Limited has a 10% shareholding
in WISeKey India Private Ltd.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">21. Terra Ventures Inc has a 49% shareholding
in WISeKey SAARC Ltd. Terra Ventures granted a GBP 24,507 loan to WISeKey SAARC Ltd on January 24, 2017. The loan is non-interest bearing
and has no set repayment date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">22. Edmund Gibbons Limited had a 49% shareholding
in QuoVadis Services Ltd which was 51% owned by WISeKey until the divestiture of the QuoVadis Group in 2019.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">23. GSP Holdings Ltd is a former shareholder in
WISeKey SAARC Ltd. GSP Holdings Ltd granted a GBP 12,500 loan to WISeKey SAARC Ltd on February 02, 2017. The loan is non-interest bearing
and has no set repayment date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">24. SAI LLC, doing business as SBT Ventures, is
a former shareholder in WISeKey SAARC Ltd. SAI LLC granted a GBP 25,000 loan to WISeKey SAARC Ltd on January 25, 2017. The loan is non-interest
bearing and has no set repayment date.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">25. Two immediate family members of Carlos Moreira
are employed by WISeKey SA. In line with ASC 850-10-50-5, transactions involving related parties cannot be presumed to be carried
out on an arm’s-length basis. The aggregate employment remuneration of these two immediate family members amounted to CHF 205,114
(USD 24,435) recorded in the income statement in 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
Switzerland19999334360000.95750.9575Main
operating company. Sales and R&D servicesFrance201012981620001.0001.000Chip
manufacturing, sales & distributionSwitzerland19996800000001.0001.000Non-operating
investment companySpain200640000000001.0001.000Sales
& supportU.K.20161000000000.5100.510Non
tradingU.S.A2006650000011Sales
& supportIndia201610000000000.4590.459Sales
& supportJapan201710000000001.0001.000Sales
& distributionTaiwan20171000000001.0001.000Sales
& distributionSwitzerland20181000000000.9000.900Sales
& distributionSwitzerland20181000000001.0001.000Financing,
Sales & distributionGermany2019250000001.0001.000Sales
& distributionSaudi
Arabia20192000000000.5100.510Sales
& distributionSwitzerland20201000000001.0000.510Sales
& distributionGermany19952668080000.510Process
automation using AI, sales and supportGermany2007250000000.510Sales
& supportIndia20171000000000.510Sales
& supportU.S.A2015250000.510Sales
& supportVietnam20216894000000000.9575R&D<table cellpadding="0" cellspacing="0" id="xdx_88A_eus-gaap--ScheduleOfRelatedPartyTransactionsTableTextBlock_pn3n3_zTGsL6ntRQsk" style="border-collapse: collapse; width: 100%" summary="xdx: Disclosure - Related Parties Disclosure - Schedule of Related Party Transactions (Details)">
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt"> </td>
<td style="font-size: 8pt; text-align: left"> </td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="7" style="font: bold 8pt Times New Roman, Times, Serif; text-align: center">Receivables as at</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="7" style="font: bold 8pt Times New Roman, Times, Serif; text-align: center">Payables as at</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 8pt Times New Roman, Times, Serif; text-align: center">Net expenses to</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 8pt Times New Roman, Times, Serif; text-align: center">Net income from</td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: left"> </td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td style="font: bold 8pt Times New Roman, Times, Serif; text-align: left">Related Parties</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 8pt Times New Roman, Times, Serif; text-align: right">December 31,</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 8pt Times New Roman, Times, Serif; text-align: right">December 31,</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 8pt Times New Roman, Times, Serif; text-align: right">December 31,</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="3" style="font: bold 8pt Times New Roman, Times, Serif; text-align: right">December 31,</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 8pt Times New Roman, Times, Serif; text-align: center">in the year ended December 31,</td><td style="font: bold 8pt Times New Roman, Times, Serif"> </td>
<td colspan="11" style="font: bold 8pt Times New Roman, Times, Serif; text-align: center">in the year ended December 31,</td></tr>
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: left">(in USD'000)</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2019</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2021</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2020</td><td style="font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font: bold 8pt Times New Roman, Times, Serif; text-align: right">2019</td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left">1</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left; width: 17%">Carlos Moreira</td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zTZioAwMw8wg" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_983_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zp6lHGS0QAkc" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_980_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zSeH8O2JClR2" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Payables">2,802</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zZNFOnZ5VWR8" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Payables">1,580</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zqanrMq0QQsc" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zrLDmPo2PUgi" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98A_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_z0m9AFmZ4l1a" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zqztE8Y6r9Ae" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_98E_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_ztZgPkOR30K4" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif; width: 2%"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CarlosMoreiraMember_zsENi5vK3mBh" style="font: 8pt Times New Roman, Times, Serif; width: 4%; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; width: 1%; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">2</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Philippe Doubre</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_ztyaMFMHVVB5" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_ziqzkWHUYoob" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zTATab0dF9xi" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zD3GNGe8HbA3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zMjmAYbp2arj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">179</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zFjntU58kIFg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">86</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zkJRweBe0af2" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">114</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zOduW2qvThlb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_zdHUvytygvi8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeDoubreMember_z7S097wmwx1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">3</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">David Fergusson</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zcB1ymi9oZRa" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zo5Ek5QGEOx4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zSe6RitXbtTb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zPvpfOn58AJ" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zOGwXoNlYnga" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">78</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zvePCfGz5pP3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">119</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zIQLHcEggQ1c" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">161</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_z5zjDl3aeaWj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_zc7nH6ECJE3b" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DavidFergussonMember_ztrmbmhyRarh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">4</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Eric Pellaton</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_z9TYial7Fz5h" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_zKzDdUX6Mgbh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_zUaY9YNZv8ia" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_z5D6J5N8z7Of" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_zPZrqH6STM99" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">92</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_zQk1oVa1y4Tg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">42</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_z5Rbm7plvcs4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_z0GaUACP4jya" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_zuspK1Zmrdvh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EricPellatonMember_zSGOpKA2rAvb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">5</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Jean-Philippe Ladisa</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zXqqXAnxoGwd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zOTZtEm1RR3i" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_ztWzpq2cwVJl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_z7VaJykzw932" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zGeqva1ry1Cb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">68</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zD1ER4jXWJ6c" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">61</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_z1mhZ0fIq7l3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zADLPPH4K9Cg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zryY3HociCUg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JeanPhilippeLadisaMember_zMOT1hhtAaPd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">6</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Hans-Christian Boos</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zWRA58nvjSCd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_znwOvJxsnJyd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_z6EGoeITshRg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">2,395</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zpNt43uJwmlb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zdVVFZz7ku" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">125</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zT1mEcBDmWV9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zZ2LJvCSXXCj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zfp58uVO4DO5" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zN7pHPzutFl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HansChristianBoosMember_zCZLffqZ4N6c" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">7</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Juan Hernández Zayas</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zr4xppHyjwK6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zDh8yvVTnsY7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_z4GjFJtuayF7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zAzXVo8zI0m1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_z8S5vFpLJs61" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zSesgMuc1zdi" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">52</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zJe2QED8UrEl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">165</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zJXmzR3ph7Pc" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zyiNJIeFaIwj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JuanHernandezZayasMember_zoEbAaDlumc1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">8</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Thomas Hürlimann</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zeHINetVRfK6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zzjLLU962uJg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zMGdbocBhhW8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zsceJ0fBEFg3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zINHX85xmiC9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zcCV8CkuE9kj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zD3PH3pXsuK7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">63</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zE3VxCIdcvb6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_zWZPXsUbxCli" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ThomasHurlimannMember_z1RH0ojWvbu4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">9</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Dourgam Kummer</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zDxm9npoqB2g" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zs5Nm8fyspB" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">14</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zF56CuNgo9s8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zkwpdUenQMJc" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zH027MoLbhCj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zzJLBGLbCGBf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_zImWSe39R4ng" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">52</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_z7AEM67a62qb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_z29I3OOCtGwj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DourgamKummerMember_z6RzMdvGJXRl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">10</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Maryla Shingler-Bobbio</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zNZLZenmjh9f" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zkTJP6qM1XD6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zR6sTZqY7RE6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zj56pv7mOpDa" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zgRXcrvCEKp4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_z3JRiQol3ET6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zCpNgirjtbg2" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">123</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zMBngK1IsPL6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_zG0S2jwlamrc" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MarylaShinglerBobbioMember_z4rXjnmxpE6e" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">11</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Roman Brunner</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zZ2A73PwUrxl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_z02dP21cfjT4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zoUFwmeofcN4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_ztqVJMsLaJd9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zA5b3iWFzwM9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zzXQoqgXqnnf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zkWDfELQUrM1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">426</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zLp1r9uz1Cck" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_z2yPbXofTgg9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RomanBrunnerMember_zMuiZ78VbnZ5" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">87</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">12</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Anthony Nagel</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zv3TpsdYw2Ae" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zqxm6cJCz2Hj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zp6JgskAFOqi" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zYeQgJ4icBPd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zei4oXUq13l3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_z66ty1UndhZe" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zmZChSs63FY4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">5</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zTV6dV6y6Zwf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zo92E1Dioz6b" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--AnthonyNagelMember_zVEprCpPCo86" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">58</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">13</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Maria Pia Aqueveque Jabbaz</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zHzZwrBnVSh1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zUeoxJmskfe6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zbE6NOJxWF2c" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zNq7e0RwRvtf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zcGwwiFpnm6d" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">2</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zVkiD5MxtVCc" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">1</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zawz6HQTVSo1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_z4G3e3MciHM1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zyS68leNlkAa" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MariaPiaAquevequeJabbazMember_zLEiDL3TIO7i" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">14</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Philippe Gerwill</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zUMqyfqAMV3e" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zTykO3YvweGl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zVc7MSdJ8LO1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zaQmTUVUX2Q8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zliXK29H66e" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">10</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_z66jxjVZhcU" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zXvri6Yg78ni" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">14</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zcEwM3BnsPC8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zH8HzLjJH6N8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--PhilippeGerwillMember_zEzkmtIAmo8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">15</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Geoffrey Lipman</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zoY92IyMj5ti" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zPIjzOCgyUHk" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zX6d1sIuNpAd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zEvUXfPyihJd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_z9SZ0m3DSiq4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">8</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zOHNm1OY3AK7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zJJU4pxv1jQ8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">14</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zHD1kH4FMJfl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_z9j8WU2Hfce8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GeoffreyLipmanMember_zd2uEzKUxQik" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">16</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Don Tapscott</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_z7dF7GaG1oKg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zjFcejo12iw" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_z4thS6sOIDbb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zlC9pXZ6tJx6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zZOSe6nHxC4i" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zNGC6BCKSlzh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">8</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zyvqdVFiZpV" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_z5J3VXdhqSDh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zUBImJlQOGb9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--DonTapscottMember_zb3vknZqJJr3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">17</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Cristina Dolan</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zTjm8TuMEiph" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zYtoIY4RyHvh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zZLBSLRfzSAk" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zIcRUbk8unw3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zAJfhFPxD6Dh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zAh06va11bha" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">1</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zGrPUtSJlnKc" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zrIZIVtn22Q6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_z48td7LsZY08" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--CristinaDolanMember_zUENaN6P94Dg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">18</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Wei Wang</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zSMOlnHLV0V6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zFtL6indpnP4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zhlc2MT3hjhk" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zjZgb9NEIbm3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zePGTiHQTMD7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_z3szTkpoq2Pf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zJ5btRWLbPXb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_z1V9tcCE2bij" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_zQgPVk03IJZf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WeiWangMember_z1doDyAZ4gd4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">10</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">19</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">OISTE</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zMvyLsby3tDb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">129</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zNkGla04Wyo5" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">95</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zF8uCHkOOyv6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">189</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zetletXErG52" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">172</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_z2mFkrBaqk1a" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">350</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zGPik0m9hMPa" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">374</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zuGJD2NxF1Sd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">219</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zP5NpEnFAMTl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">71</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zFwkNWEdl8Tc" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">32</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--OisteMember_zJlCuTKQ7SQl" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">140</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">20</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Indian Potash Limited</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zfSe2iZN5Dk7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_z2tKVFxZ5t3e" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_z14WxV7VnJ73" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zfew70AVPz7f" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zc96YQILr21l" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zgv8qWetz857" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zHOtyYIDBZmf" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_znOAaKRM5oNe" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zqMQg5etqbr6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--IndianPotashLimitedMember_zP1wuPyA8Hu2" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">21</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Terra Ventures Inc</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_z4I75cwM35Z6" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_z1tFi45rvYc9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_zMFgHMsKGVA5" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">33</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_z5IsLEHzrimd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">33</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_zffaqaVzclak" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_zjyMVXGm75z3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_zSmStkvKSnQ2" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_z1hXSv7Np2Vj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_zR9vkwLl3uDh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerraVenturesIncMember_zRcZgwT1z2T" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">22</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">Edmund Gibbons Limited</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_z7F74EUn82m9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zTbfQpuLYJM1" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zoholbqkY3A4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98A_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zNeC7MWvu9Af" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zFpCJ29hv6Rd" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zK23O5Xcd6Vg" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zBeOgDAq6BJ8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">479</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zSaZBsjK834f" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zuWLKyuFgkFh" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--EdmundGibbonsLimitedMember_zN67wp9PEEo" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">36</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">23</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">GSP Holdings Ltd</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98E_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_znU9PRyeTVv5" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_zXURt3bdQuIk" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_zkb9ZgT2dBgk" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">17</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_zc7NhLjmn0e8" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">18</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_z7U0J11Cz0v2" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_z60TzOAmYM3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Ne expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_z1wfwz56RPS4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_z9n8If4pgM6g" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_zqlw2VtjhX13" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_983_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--GspHoldingsLtdMember_z5jXZSgMAyG" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">24</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left">SAI LLC (SBT Ventures)</td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zrOXzcyIBkYb" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zRfgVZ4dl7q9" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zR0TYK4e19M2" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">34</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zd0mTjaSnJWe" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">34</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zmOHwFMouPU3" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zFwWeT9WX4f7" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_985_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zLZm68WEVlgj" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zMpdmefJB304" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_z94wqCoFh1s4" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 8pt Times New Roman, Times, Serif"> </td>
<td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SaiLlcSbtVenturesMember_zmxA34rw8nYe" style="font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: rgb(204,238,255)">
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left">25</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt">Related parties of Carlos Moreira</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zFpAlvVqU1x" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zucgH5KFIuKk" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zgyrNIfyouOc" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_980_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_z6DlGsynvMof" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_z22fNpyB3V0e" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">224</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98C_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zIMsUiAsZz63" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">223</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zOiO0fmjSUi" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">360</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zK2y3J1rJTI3" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98F_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_znZ1gHGngAk1" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_989_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--RelatedPartiesOfCarlosMoreiraMember_zoPliHspgCOh" style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">—</td><td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
<tr style="vertical-align: bottom; background-color: White">
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 2.5pt">Total</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98B_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20211231_zrPO8XDilPfb" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">129</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--DueFromRelatedPartiesCurrent_iI_d0_c20201231_zFrubr2f0hC" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Receivables">109</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_988_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20211231_ziGqE7Q8Dl8b" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">5,470</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrent_iI_d0_c20201231_z1SxqeWfzWg4" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Payables">1,837</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20210101__20211231_zKb4l2jV8dJg" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">1,136</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_982_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20200101__20201231_zGSFygo5P5P4" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">968</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_98D_eus-gaap--RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty_d0_c20190101__20191231_zGontMBudgle" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Net expenses">2,195</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_981_eus-gaap--RevenueFromRelatedParties_d0_c20210101__20211231_zu0guS7NjcR1" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">71</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_986_eus-gaap--RevenueFromRelatedParties_d0_c20200101__20201231_zHMmZivuEMZ9" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">32</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td><td id="xdx_984_eus-gaap--RevenueFromRelatedParties_d0_c20190101__20191231_zIeUKYDU5BI" style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: right" title="Net income">331</td><td style="border-bottom: Black 2.5pt double; font: bold 8pt Times New Roman, Times, Serif; text-align: left"> </td></tr>
</table>002802000158000000000000001790008600011400000000007800011900016100000000009200042000000000006800061000000000239500001250000000000000520001650000000000006300000001400000005200000000000012300000000000042600000870000000005000005800000002000100000000000100000140000000000800001400000000000800000000000010000000000000000100001290009500018900017200035000037400021900071000320001400000000000000003300033000000000000000479000003600000170001800000000000340003400000000000002240002230003600000001290001090005470000183700011360009680002195000710003200033100025550322802171191804721054072395219105895125312<p id="xdx_80C_eus-gaap--SubsequentEventsTextBlock_zBoy0gi11eh7" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 43.</span> <span id="xdx_823_zGuTSeiQQZoc">Subsequent events</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>L1 Facility</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 1, 2022, WISeKey and L1 entered into
the L1 Second Amendment, pursuant to which WISeKey has the right to request L1 to subscribe for five L1 Additional Accelerated Tranches
for a total aggregate amount of up to USD <span id="xdx_90A_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20220301__20220331__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--DebtInstrumentAxis__custom--L1FacilitySecondAmendmentMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zsEtYot1mubh" title="Proceeds from convertible debt">5</span> million, at the date and time determined by WISeKey during the commitment period, subject
to certain conditions. The total aggregate amount of the L1 facility remains USD <span id="xdx_902_eus-gaap--ConvertibleDebt_iI_pn3n6_c20220331__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--DebtInstrumentAxis__custom--L1FacilitySecondAmendmentMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_znLqDoC7UFD" title="Convertible debt">22</span> million. The terms and conditions of the
L1 Additional Accelerated Tranches issued under the L1 Second Amendment remain the same as the terms and conditions of the L1 Facility
except for the conversion price which is that set under the L1 Second Amendment.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">After December 31, 2021, WISeKey made one subscription
under the L1 Second Amendment for USD <span id="xdx_90B_eus-gaap--ProceedsFromConvertibleDebt_pn3n6_c20220301__20220307__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--DebtInstrumentAxis__custom--L1FacilitySecondAmendmentMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zmUCU7cJBx66" title="Proceeds from convertible debt">1</span> million. The funds were received on March 07, 2022.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">After December 31, 2021, L1 issued a total of
ten conversion notices, resulting in the aggregated conversion of USD <span id="xdx_904_eus-gaap--DebtConversionConvertedInstrumentAmount1_pp0p0_c20220101__20220131__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--DebtInstrumentAxis__custom--L1FacilitySecondAmendmentMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zbeCXgPEuHud" title="Conversion of debt">2,600,000</span> and the delivery of <span id="xdx_90C_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20220101__20220131__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--DebtInstrumentAxis__custom--L1FacilitySecondAmendmentMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zdWA1VArsqu2" title="Conversion of debt, shares issued">4,569,997</span> WIHN Class B Shares.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Anson Facility</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">After December 31, 2021, Anson issued a total
of five conversion notices, resulting in the aggregated conversion of USD <span id="xdx_909_eus-gaap--DebtConversionConvertedInstrumentAmount1_pp0p0_c20220101__20220131__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_zR5xGCjy5VN5" title="Conversion of debt">3,250,000</span> and the delivery of <span id="xdx_90D_eus-gaap--DebtConversionConvertedInstrumentSharesIssued1_pid_c20220101__20220131__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--DebtInstrumentAxis__custom--AnsonFacilityMember__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zfsU455m5iLd" title="Conversion of debt, shares issued">5,170,339</span> WIHN Class B Shares.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"/>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Options granted under WISeKey ESOP</i></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">After December 31, 2021, a total of <span id="xdx_902_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod_pid_c20220101__20220131__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WISeKeySaMember__us-gaap--EmployeeStockOwnershipPlanESOPDisclosuresByPlanAxis__custom--WiseKeyEsopMember_ztoNRAkCHLV9" title="Options, granted">10,805</span> options
were granted under the Group’s ESOP.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Share Purchase and Transfer Agreement in
relation to the arago Group</p>
<p style="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 14, 2022, the Group signed a Share Purchase
and Transfer Agreement to sell its 51% ownership in arago and its affiliates to OGARA GmbH, with Neutrino Energy Property GmbH & Co.
acting as “Buyer Guarantor”. The sale is expected to be completed in the second quarter of 2022. The group subsidiaries making
up the arago Group in scope for the sale are arago GmbH, arago Da Vinci GmbH, arago Technology Solutions Private Ltd, and arago US Inc.
The completion of the sale is conditional on the consideration being transferred to WISeKey and the shares owned by the Group being transferred
to OGARA.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
5000000220000001000000260000045699973250000517033910805<p id="xdx_80B_ecustom--BusinessUpdatesRelatedToCovidTextBlock_zC2qYlk4pDPe" style="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> <span style="color: windowtext">Note 44.</span> <span id="xdx_82D_zEKRxrSJFHkc">Business Update Related to COVID-19</span></p>
<p style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In March 2020, the World Health Organization declared
the Coronavirus (COVID-19) a pandemic. The outbreak spread quickly around the world, including in every geography in which the Company
operates. The pandemic has created uncertainty around the impact of the global economy and has resulted in impacts to the financial markets
and asset values. Governments implemented various restrictions around the world, including closure of non-essential businesses, travel,
shelter-in-place requirements for citizens and other restrictions.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company took a number of precautionary steps
to safeguard its businesses and colleagues from COVID-19, including implementing travel restrictions, working from home arrangements and
flexible work policies. Through the end of the first half of the year, the majority of the Company’s colleagues continued working
either fully or partially in a remote work environment, with virtually no disruption to the Company as a whole and its ability to serve
clients. The Company started to return to offices around the world, in line with the guidelines and orders issued by national, state and
local governments, implementing a phased approach in its main offices in Switzerland and in France. We continue to prioritize the safety
and well-being of our colleagues during this time.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s major production centers,
located in Taiwan and Vietnam, were quick to implement controls and safeguards around their processes that enabled us to continue delivering
products with minimal interruption to our clients. At the end of the second quarter, we started to see the first impact of the pandemic
upon our activities with certain clients reducing or delaying their orders. At this stage, the impact upon the Company has been limited
and we remain confident that we will be able to fulfil all current client orders.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company retains a strong liquidity position
and believes that it has sufficient cash reserves to support the entity for the foreseeable future (see note 2 for further details.) The
Company continues to review its costs and suspended its share buy-back programs in order to reduce the cash burn. The Company has applied
for, and received, support under the schemes announced by the Swiss government and is applying for similar support under the schemes announced
by the French government. Currently the Company remains able to meet its commitments and does not foresee any significant challenges in
the near future. The Company currently does not anticipate any material impact on its liquidity position and outlook.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">At this stage it remains impossible to predict
the extent of the impact of the COVID-19 pandemic as this will depend on numerous evolving factors and future developments that the Company
is not able to predict.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p>
<p style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">F-66</p>
The articles of association of the Company had not been fully updated as of December 31, 2021 with the shares issued out of conditional
capital.EXCEL
199
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