Contract analysis

From: "Vivienne St.Claire" To: "Robert Adeyemi" Date: Thu, 22 Jan 2026 07:48:00 -0000 Subject: Halcyon Semiconductor AG — Drafting Assignments & Initial Work Streams [1032-00003]

Thank you all for your participation in today's organizational meeting. It was a productive session with strong engagement from everyone, and I think we are well positioned to move into execution mode. The purpose of this email is to memorialize our drafting assignments, work streams, and near-term deadlines now that the matter is formally underway.

As a quick reference: our matter number is **1032-00003**. The client is **Halcyon Semiconductor Aktiengesellschaft**. The engagement involves a **Level III ADR program and US IPO targeting approximately $900 million in gross proceeds**, with listing on the **Nasdaq Global Select Market** under proposed ticker **HCYN**.

I want to lay everything out clearly below so that we are all operating from the same playbook. This is a long email — please read it carefully and flag any questions.

Please keep the following critical path milestones front of mind at all times:

- **January 27, 2026** — Due diligence commencement - **March 9, 2026** — First draft F-1 target circulation to working group - **March 23–24, 2026** — All-parties drafting session - **April 14, 2026** — Confidential submission to SEC - **May 12, 2026** — SEC comment letter (estimated) - **May 26, 2026** — Amendment No. 1 target - **June 8, 2026** — Public filing - **June 22, 2026** — Effectiveness target - **June 23

I want to underscore that the **March 9 date for the first F-1 draft is aggressive** and will require disciplined execution from all of us from day one. We do not have the luxury of a slow ramp-up.

## 2. DRAFTING ASSIGNMENTS — CLAIRE DEMPSEY (Lead Associate)

Claire, you will carry a substantial portion of the drafting load. Here is the full scope:

### (a) Registration Statement on Form F-1

You have the lead on drafting the complete Form F-1, all Parts I and II. This includes:

- Prospectus cover page and summary - Risk factors - Use of proceeds - Capitalization and dilution tables - Business description - Management - Principal shareholders - Related-party transactions - Description of ADSs - Shares eligible for future sale / lock-up section - All exhibits and undertakings

- **Proposed ADS price range:** $39.00–$45.00 per ADS - **Base deal:** 21,400,000 ADSs (15,000,000 primary + 6,400,000 secondary) - **Overallotment:** Up to 3,210,000 additional ADSs (15%) - **ADS ratio:** 1 ADS : 2 ordinary shares - **Use of proceeds:** Net proceeds to issuer of approximately $607,950,000 (after 3.50% gross spread), allocated as follows: - $280M for Fab 3 SiC expansion in Dresden - $140M for next-ge

**Coordination points:** - Work with **Bähr Stein** (Dr. Christoph Maurelban and Johanna Weiß) on the German corporate and governance sections - Work with **Blackmere & Whitfield** (Graham Templeton in New York, Dieter Kaufmann in Munich) on financial statements and MD&A - Coordinate with **Bridgeport Investor Relations** (Thomas Harding) on summary / company overview messaging

Draft the underwriting agreement (New York law governed) among Halcyon, selling shareholders (Rheintal Industrieholding GmbH and Kestrel Capital Partners AG), and the underwriters, with Westbridge Securities LLC as representative. Key terms:

- **Selling shareholder schedule:** Rheintal: 8,500,000 shares / 4,250,000 ADSs; Kestrel: 4,300,000 shares / 2,150,000 ADSs - **Gross spread:** 3.50% ($31,500,000 on $900M base deal) - **Overallotment option:** Up to 3,210,000 additional ADSs, exercisable for 30 days post-pricing - Draft the **pricing agreement / terms agreement** as a companion document - Expect comments from **Varen & Kessler** (Martin Ashford and

Prepare the form of officer/director lock-up letter and selling shareholder lock-up letter (**180 days from pricing**, in favor of Westbridge Securities as lock-up agent).

- **Officer/director lock-up** to cover: Dr. Friedrich Wendt (CEO), Katarina Dalmqvist (CFO), Dr. Marcus Helder (CTO), Ingrid Baumann (COO), Wilhelm Ostermann (General Counsel), and Prof. Dr. Anneliese Voss (Supervisory Board Chair) - **Selling shareholder lock-up** for Rheintal and Kestrel on their retained shares

Prepare the draft comfort letter request to Blackmere & Whitfield, specifying SAS 72 / ISAE 3000 requirements, circle-up procedures, and financial data coverage.

### (e) Negative Assurance / 10b-5 Framework Memo

Prepare the internal framework memorandum outlining scope and methodology for our negative assurance letter and 10b-5 disclosure letter to underwriters.

I will be sending the due diligence protocol letter to Martin Ashford at Varen & Kessler establishing the joint due diligence protocol and defense memorandum framework, but I am asking you to **prepare a first draft for my review**.

Prepare the coordination letter to Bähr Stein regarding German law requirements for pre-emptive rights waiver (Bezugsrechtsausschluss) and secondary share transfer mechanics.

Begin assembling the closing checklist template and forms of: - Officer's certificate (CEO/CFO) - Secretary's / general counsel's certificate (Wilhelm Ostermann) - Selling shareholder certificates (Margarethe Wendt for Rheintal; Henrik Sørensen for Kestrel)

These are **lower priority** for now but should be templated early so we are not scrambling at the back end.

## 3. DRAFTING ASSIGNMENTS — AUDREY ZHOU (Working Associate)

Draft the Deposit Agreement (Delaware law governed) among Halcyon, Meridian Trust Company, N.A. as depositary, and holders/beneficial owners of ADSs. Key terms:

- ADS ratio: 1 ADS : 2 ordinary shares - Depositary fee: $0.05 per ADS per annum payable by ADS holders - Voting instruction mechanics - Dividend/distribution procedures - Amendment and termination provisions

Coordinate with **Patricia Novak at Meridian Trust** on their standard form and negotiate deviations. Also prepare the **form of American Depositary Receipt** (ADR certificate) and the **depositary fee schedule** as exhibits.

Draft the Form F-6 and prepare the exhibits checklist and drafting notes. Coordinate filing sequence with the Form F-1.

### (c) Pre-Effective Letter Agreement with Meridian Trust

Draft the letter agreement between Halcyon and Meridian Trust regarding pre-effective cooperation, custodian appointment in Germany, ordinary share deposit mechanics, and Ashgrove Enterprises settlement coordination. Prepare an accompanying memorandum on custodian arrangements for ordinary shares in Germany (Ashgrove Enterprises Banking AG infrastructure, sub-custodian appointment).

Prepare the draft listing application for the Nasdaq Global Select Market (ticker: HCYN), working from our Nasdaq listing standards memorandum. Also prepare the **corporate governance exemption notice** to Nasdaq under Rule 5615(a)(3), identifying each Nasdaq rule from which Halcyon will claim FPI home-country practice exemption and the corresponding German practice.

Draft the following for adoption by Halcyon: - US-compliant Code of Business Conduct and Ethics - Audit Committee Charter (Nasdaq Rule 5605(c) / Exchange Act Rule 10A-3) - Whistleblower Policy (SOX Section 301)

### (f) Selling Shareholder Questionnaire

Prepare the form of selling shareholder questionnaire for Rheintal and Kestrel (beneficial ownership, FINRA affiliations, material relationships).

### (g) Custody Agreement / Power of Attorney

Prepare the form of custody agreement and irrevocable POA for Rheintal (8,500,000 shares) and Kestrel (4,300,000 shares) for share delivery mechanics.

Prepare the internal EDGAR filing procedures memorandum (CIK application — CIK is TBD upon filing; filing agent coordination; access codes; XBRL tagging; exhibit conventions).

Serve as point of contact with **Angela Moretti at Crestfield Transfer Services** regarding ADS registrar setup and DTC eligibility.

## 4. DRAFTING ASSIGNMENTS — LEONARD CROSS (Tax Partner)

Leonard, your work streams are as follows:

Finalize the Passive Foreign Investment Company analysis under IRC Sections 1291–1298 for FY2023–FY2025. As you know, our preliminary analysis indicates the active business exception is satisfied (less than 25% passive income; less than 50% passive assets) and Halcyon is not a PFIC. The memorandum should document the analysis comprehensively with supporting calculations. Coordinate with **Blackmere & Whitfield** (Die

Prepare the draft tax opinion on US federal income tax consequences of acquisition, ownership, and disposition of ADSs by US holders, for filing as exhibit to Form F-1 and/or inclusion in the taxation section of the prospectus. Cover: - PFIC conclusions - Treaty-rate withholding analysis - Characterization of distributions - Gain on sale - Information reporting / backup withholding

Draft the taxation section of the prospectus (US federal income tax consequences and German tax considerations), coordinating with Bähr Stein on the German tax portions. For reference: - **German withholding tax:** Statutory 26.375% (25% Kapitalertragsteuer + 5.5% Solidaritätszuschlag); reduced to **15%** under US-Germany income tax treaty (Article 10) for eligible US holders

Prepare the memorandum on treaty implications for ADS holders, including foreign tax credit analysis.

Prepare the QI analysis memorandum for Meridian Trust Company, N.A., analyzing its QI status for German withholding tax purposes on ADS dividend payments.

### (f) Treaty Benefit Certification Procedures Memo

Prepare the memorandum on IRS documentation requirements (Form W-8BEN / W-8BEN-E) for US ADS holders claiming the reduced 15% treaty rate.

Prepare the draft IRS Form W-8BEN-E for Halcyon Semiconductor AG (LEI: 5299007KBTVZ3XQHGL48; entity classification and FATCA status).

## 5. DRAFTING ASSIGNMENTS — VIVIENNE ST. CLAIRE (Responsible Partner)

I will personally oversee and substantially draft (with Claire's support on several) the following:

- **Foreign Private Issuer status analysis memorandum** (Rule 3b-4 test — more than 50% of voting securities held by non-US residents; no US-nexus disqualifier) - **ADR structure and Level III program requirements memorandum** (including the 1 ADS : 2 ordinary share ratio rationale) - **Form F-1 vs. Form F-6 dual registration analysis memorandum** - **Exchange Act reporting obligations memorandum** (Form 20-F, Form 6

I will also oversee the **closing opinion letters** — validity of ADSs opinion, negative assurance / 10b-5 letter. These are later-stage deliverables, but the frameworks should be established early.

## 6. ROBERT ADEYEMI — ROLE & RESPONSIBILITIES (Billing Partner)

Robert, as discussed today, your role on this engagement is as follows:

- Manage billing, budget tracking, and client invoicing in accordance with the engagement letter (estimated **$3.2M–$3.8M total**; **$250,000 retainer received**) - Review and provide comments on all major work product prior to circulation outside the firm - Serve as secondary point of contact for **Wilhelm Ostermann** and **Katarina Dalmqvist** on administrative and billing matters - Attend key drafting sessions and

## 7. DUE DILIGENCE — IMMEDIATE PRIORITIES (Week of January 27)

Due diligence formally commences **January 27, 2026**. The comprehensive due diligence request list has already been circulated to Halcyon (Wilhelm Ostermann) and Bähr Stein.

- **Claire:** Corporate/organizational; material contracts; related-party transactions (Rheintal/Wendt family; Supervisory Board interlocks); litigation and regulatory proceedings - **Audrey:** intellectual property (SiC/GaN patents, trade secrets); environmental and manufacturing compliance (Munich, Dresden Fab 2, Fab 3 under construction, Brno); employee benefit plans and compensation (including ESOT — 3.1% / 6,665