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                                                            September 19, 2019

Carlos Moreira
Chief Executive Officer
WISeKey International Holding AG
General-Guisan-Strasse 6
CH-6300 Zug, Switzerland

       Re: WISeKey International Holding AG
           Draft Registration Statement on Form 20-F
           Submitted on August 23, 2019
           CIK No. 0001738699

Dear Mr. Moreira:

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

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

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form 20-F filed August 23, 2019

Risk Factors
The market for and price of Class B Shares and our ADSs may be highly volatile,
page 12

1.     Please add risk factors to address additional issues that may cause your
ADSs and
       underlying Class B shares to be highly volatile, such as:
         your opening price may have little or no relationship to your
historical sales price on
          the Swiss Exchange or over-the-counter trading; and
         your trading price may fluctuate following the initial listing.
 Carlos Moreira
FirstNameInternational Holding AG
WISeKey LastNameCarlos Moreira
Comapany 19, 2019
September NameWISeKey International Holding AG
September 19, 2019 Page 2
Page 2
FirstName LastName
Future sales or issuances, or the possibility or perception of future sales or
issuances ..., page 13

2.       You describe various financing agreements that you entered into with
Yorkville, Crede,
         and GEM Global through an equity line arrangement, convertible loan
agreements, and
         issuances of warrants and options. Please quantify the total number of
Class B shares that
         may be issuable under these arrangements, assuming the current market
price of your
         Class B shares on the Swiss Exchange. Your risk factor should
highlight the potential
         dilution that may result from these financial arrangements.
We are an "emerging growth company", and we cannot be certain if the reduced
disclosure
requirements ..., page 19

3.       You state that you plan to take advantage of the extended transition
period for complying
         with new or revised accounting standards. Please revise to also state
that as a result of this
         election, your financial statements may not be comparable to companies
that comply with
         public company effective dates.
Item 4. Information on the Company
History and Development of the Company, page 23

4.       Please provide us with additional information regarding the spin-out
of WISeCoin into
         Trust Protocol. Clarify the timing of this spin-out and explain
whether it will occur before
         or after the effectiveness of this registration statement. Also, tell
us whether this entity
         will continue to be included in the registrants consolidated financial
statements. If not,
         please provide pro forma financial information for this disposition if
material. Refer to
         Item 17 of Form 20-F and Article 11 of Regulation S-X.
5.       Please provide a more detailed description of the products and
solutions that were sold to
         DigiCert, Inc. in the first quarter of 2019 and how they are
differentiated from your
         current products and solutions.
Business Overview, page 24

6.       Please revise to describe the function and operation of the OISTE
Global Root of Trust.
         In this regard, clarify if the OISTE Global Root of Trust operates as
the data center of
         servers for your security and authentication solutions and whether
other entities beyond
         your customers share its physical facilities and hardware.
Item 5. Operating and Financial Review and Prospects
Financial year ended December 31, 2018 compared with financial year ended
December 31,
2017, page 37

7.       Please include a discussion of the significant factors impacting your
income tax
         (expense)/recovery such as the change in expiration of tax loss
carryforwards and the
         change in valuation allowance, both of which had a material impact on
your effective tax
 Carlos Moreira
WISeKey International Holding AG
September 19, 2019
Page 3
         rate. In your response, explain further to us the factors that
contributed to the change in
         expiration of tax loss carryforwards and how such changes impacted
your effective rate.
         Also, clarify whether you anticipate similar trends to continue to
impact your effective tax
         rate in future periods. Refer to Item 5 of Form 20-F.
Liquidity and Capital Resources, page 41

8.       Please disclose cash flows from operating, investing and financing
activities associated
         with your discontinued operations separately from continuing
operations and include a
         discussion of how your liquidity is likely to be affected by the
absence of cash flows (or
         negative cash flows) associated with your discontinued operations.
Refer to Item 5.D of
         Form 20-F.
Credit Agreement with ExWorks Capital Fund I, L.P., page 47

9.       You reference the creation and issuance of a WISeCoin Security Tokens
by WISeCoin
         either as a planned Secure Token Offering or in exchange for existing
debt. Please tell us
         the timing of the token offering and how you intend to comply with
federal securities
         laws. Clarify whether you intend to register the WISeCoin issuances or
rely on an
         exemption from registration.
Tabular Disclosure of Contractual Obligations, page 47

10.      Please revise to present your Contractual Obligations as of the latest
fiscal year end
         balance sheet. Refer to Item 5.F.1 of Form 20-F. To the extent there
have been
         significant changes to such obligations since year-end, please
supplement the tabular
         disclosures with a discussion of such changes. In this regard, we note
you repaid the
         ExWorks line of credit in January 2019 and entered into a new credit
agreement
         with ExWork in April 2019.
Item 6. Directors, Senior Management and Employees
Board Practices, page 53

11.      Given that Mr. Moreira has 56.4% of the total voting power of the
company, please
         disclose whether you will be a controlled company under applicable
exchange listing
         standards, and, if so, whether you will use related exemptions to
governance rules under
         those standards.
Item 7. Major Shareholders and Related Party Transactions
Our Formation, page 59
FirstName LastNameCarlos Moreira of organizational charts that describes the
entities and
12.    Please consider adding a series
Comapany NameWISeKeyand after your Holding AG through to your existing capital
       ownerships prior to International reorganization
September 19, 2019 Page 3a brief description of each entity and any operations
it may perform.
       structure, including
FirstName LastName
 Carlos Moreira
FirstNameInternational Holding AG
WISeKey LastNameCarlos Moreira
Comapany 19, 2019
September NameWISeKey International Holding AG
September 19, 2019 Page 4
Page 4
FirstName LastName
13.      Please provide a description of the U.S. distribution rights that were
transferred from
         WiseTrust SA and clarify whether the rights agreement should be filed
as a material
         agreement upon which you are substantially reliant, pursuant to Item
601(b)(10) of
         Regulation S-K. Further, describe how WiseTrust SA was able to obtain
these rights and
         clarify whether you hold 100% of the U.S. distribution rights or if
these rights are subject
         to the minority interest of WISeKey SA.
Relationship with the International Organization for Secure Electronic
Transactions, page 61

14.      Please identify the two members of the foundation board of OISTE who
are also on your
         board of directors. Further, please describe their roles as foundation
board members,
         whether they have control of the OISTE foundation, their remaining
terms as members,
         and the general corporate governance of OISTE. Also, identify the
Policy Authorizing
         Authority described on page 18 that appointed them as members and how
and when new
         members will be appointed. Disclose whether these two WISeKey board
members may
         make decisions on behalf of OISTE for matters that involve WISeKey and
the Root of
         Trust licensing agreement or whether any conflicts of interest may
exist.
15.      Please disclose all the material terms of your agreement with OISTE,
including the
         amount of annual minimum payments. Further, disclose the amount of
cash contributions
         that you have given OISTE and the nature and extent of the logistical
services that
         you have provided OISTE.
Item 9. The Listing
Listing Details, page 62

16.      Please clarify that you are seeking to register American Depositary
Shares representing a
         yet to be determined number of Class B shares under Section 12(b) of
the Exchange Act,
         as it does not appear you are directly listing your Class B shares on
the Nasdaq or the
         NYSE. Further, please describe any restrictions on the free
transferability of these ADSs
         and underlying Class B shares, and quantity the number of ADSs and
underlying Class B
         shares that you believe are freely tradeable, if any. Clarify whether
any of the shares are
         subject to lock-up agreements, including the shares currently held by
your officers and
         directors.
Markets, page 62

17.      Please list all stock exchanges and other regulated markets on which
the securities to be
         offered or listed are traded. In this regard, we note that the
company's ADSs are currently
         quoted on the OTC Pink Sheets. Disclose the stock price history of
your shares in the
         principal trading market, which appears to be the Swiss Exchange.
Confirm, if true, that
         the listing price of your shares will be determined by the current
price of your shares listed
         on the Swiss Exchange.
 Carlos Moreira
FirstNameInternational Holding AG
WISeKey LastNameCarlos Moreira
Comapany 19, 2019
September NameWISeKey International Holding AG
September 19, 2019 Page 5
Page 5
FirstName LastName
Item 10. Additional Information
Voting and Quorum Requirements, page 66

18.      Both your Class A and Class B shares are entitled to one vote each,
but you note that
         Class A shares have a "voting privilege" over Class B shares due to a
higher par value.
         Please clarify how the par value differences between Class A and Class
B shares result in
         a "voting privilege" for Class A shareholders and explain the material
differences, if any,
         in rights and privileges between holders of Class A and Class B
shares.
Dividends and Other Proposals, page 67

19.      Please provide more details regarding your share repurchase program
and provide any
         updates as to recent activity under the program. Your press release
dated September 3,
         2019 indicates that this program will last 3 years, was approved by
the Swiss Takeover
         Board, and represents 10% of your registered share capital. If the
repurchase program is
         to continue after your Exchange Act registration, please clarify
whether they will be made
         through a tender offer or open market purchases.
Item 12. Description of Securities Other than Equity Securities
Waiver of Jury Trial, page 96

20.      Your deposit agreement appears to contain an irrevocable waiver of
jury trial. Please add
         a separately captioned risk factor addressing the impact of your jury
trial waiver provision
         on investors. In doing so, disclose (i) that your ADS holders will not
be deemed to have
         waived your or your depositary's compliance with U.S. federal
securities laws and the
         rules and regulations thereunder; and (ii) the basis for your belief
that the provision is
         enforceable under federal law and state law.
Item 17. Financial Statements
General, page F-2

21.      You state that you have elected to rely on an exemption that permits
an emerging growth
         company to include only two years of audited financial statements.
Please note that this
         exemption is not available in Exchange Act registration statements. As
such, please revise
         to include audited statements of comprehensive loss, changes in
shareholders' equity and
         cash flows for the year ended December 31, 2016 or confirm that you
intend to include
         audited financial statements for fiscal 2019 prior to effectiveness.
Refer to Item 8 of Form
         20-F and Question 48 of the Jumpstart our Business Act FAQs.
 Carlos Moreira
FirstNameInternational Holding AG
WISeKey LastNameCarlos Moreira
Comapany 19, 2019
September NameWISeKey International Holding AG
September 19, 2019 Page 6
Page 6
FirstName LastName
22.      Your September 2016 acquisition of WISeKey Semiconductors appears to
be significant
         at the greater than 80% level. As such, please revise to include a
statement of operations
         and comprehensive income for the period in fiscal 2016 such that when
added to the
         periods after the purchase will cover the equivalent period specified
in Item 8 of Form 20-
         F and Rule 3-02 of Regulation S-X. Refer to Rule 3-05(b)(4)(iii) of
Regulation S-X.
         Also, include all disclosures required by ASC 805-10-50 related to
this acquisition.
Consolidated Statement of Comprehensive Loss, page F-5

23.      We note you present a measure of gross profit on the face of your
Statement of
         Comprehensive Loss. Please tell us and revise to disclose what
expenses are included in
         cost of sales. Specifically, clarify whether any depreciation or
amortization expense
         directly attributable to cost of sales is included in gross profit. To
the extent you do not
         allocate any depreciation and amortization to cost of sales, you
should remove the gross
         profit subtotal and re-label the cost of sales line item to indicate
that it excludes
         depreciation and amortization. Refer to SAB Topic 11.B.
Note 24. Loans and line of credit, page F-31

24.      We note that you made three draws on the Share Subscription Facility
with GEM LLC
         during 2017 for a total of CHF3.9 million in exchange for 825,000
shares of Class B
         stock. Please tell us how you accounted for these transactions and
where they are
         reflected in your financial statements, specifically the Statement of
Changes in
         Stockholders' Equity (Deficit).
Note 29. Stockholders' equity, page F-40

25.      Please revise here to disclose the rights and privileges, including
voting rights, liquidation
         rights, dividend preferences, etc., for each class of common stock.
Refer to ASC 505-10-
         50-3.
Note 37. Segment information and geographic data, page F-49

26.      Please revise to present net sales and property, plant and equipment
related to your
         country of domicile separately from other countries within Europe.
Also, present this
         information separately for any other country in Europe that generated
a material amount
         of net sales or holds a material amount of property, plant and
equipment. Refer to ASC
         280-10-50-41.
 Carlos Moreira
FirstNameInternational Holding AG
WISeKey LastNameCarlos Moreira
Comapany 19, 2019
September NameWISeKey International Holding AG
Page 7
September 19, 2019 Page 7
FirstName LastName
        You may contact Brittany Ebbertt, Staff Accountant, at (202) 551-3572
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Edwin Kim,
Attorney-Advisor, at
(202) 551-3297 or Jan Woo, Legal Branch Chief at (202) 551-3453 with any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Information Technologies
                                                           and Services
cc:      Herman H. Rasp . Esq.
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