Contract analysis

I. Overview and Background Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company"), a German Aktiengesellschaft incorporated under the laws of the Federal Republic of Germany and registered in Munich, Bavaria (Commercial Register (Handelsregister) HRB 217458, Amtsgericht München), is pursuing a U.S. initial public offering (the "IPO" or the "Offering") through a Level III American Depositary Re

1. Registration Statement on Form F-1 under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of the offering of American Depositary Shares ("ADSs") representing ordinary shares (Stammaktien) of Halcyon; and

2. Registration Statement on Form F-6 under the Securities Act, for the registration of ADSs issued by Meridian Trust Company, N.A. (the "Depositary"), as evidenced by American Depositary Receipts ("ADRs"), pursuant to a Deposit Agreement to be entered into among Halcyon, the Depositary, and all holders and beneficial owners of ADSs from time to time. The key parameters of the Offering, as currently contemplated, are

II. CIK Number Application and EDGAR Registration A. CIK Application Process Halcyon does not currently have a Central Index Key ("CIK") number with the SEC. Because Halcyon has never previously filed any reports, registration statements, or other documents with the SEC, the Company must first register on the EDGAR system before any filings can be submitted. The CIK number is the unique numerical identifier assigned

1. Distribution of Access Codes: The C&H filing team members who will need access to the CIK and CCC for purposes of test filings and live filings are Audrey Zhou and Claire Dempsey. The filing agent (see Section III below) will also need the CIK and CCC for submission purposes. Access codes should be provided to the filing agent only after the filing agent engagement letter has been executed and appropriate confiden

2. Primary EDGAR Contact: We recommend that Halcyon formally designate Audrey Zhou (Calderwood & Harkness LLP) as the primary EDGAR contact at C&H for purposes of this matter. Angela Moretti (Crestfield Transfer Services Inc.) should be designated as the secondary contact for ADS-related filings, including any post-effectiveness ADS-related filings that may be required by the Depositary.

3. Password Management: The EDGAR password should be changed from the SEC-assigned default immediately upon receipt. A strong password conforming to the SEC's EDGAR password requirements (minimum eight characters, including upper- and lower-case letters, numbers, and at least one special character) should be selected. The new password should be communicated to authorized users only through secure channels (see Sectio

4. PMAC Security: The PMAC is the most sensitive of the four access codes, as it can be used to reset the EDGAR password and thereby gain complete control of the filer's EDGAR account. The PMAC should be held by Vivienne St. Claire (on the C&H side) and Wilhelm Ostermann (on the client side) only. The PMAC should not be shared with the filing agent or any other party unless absolutely necessary and approved by Vivien

5. Record Keeping: A secure record of all EDGAR access codes should be maintained in the matter's confidential file on C&H's secure document management system, accessible only to Vivienne St. Claire, Claire Dempsey, and Audrey Zhou. C. Form ID for Meridian Trust Company, N.A. In addition to Halcyon's EDGAR registration, we must confirm whether Meridian Trust Company, N.A. (101 Barclay Street, New York, NY 10286), the

III. Filing Agent Selection and Coordination A. Filing Agent Engagement Calderwood & Harkness typically engages a third-party EDGAR filing agent for the formatting, conversion, and electronic submission of SEC filings. The use of a professional filing agent is strongly recommended for a transaction of this complexity, given the technical requirements of EDGAR formatting, XBRL/iXBRL tagging, exhibit conversion, and th

1. Primary Contact: Claire Dempsey will serve as the primary point of contact with the filing agent on all drafting deliveries, document revisions, and filing instructions. All document transmissions from C&H to the filing agent should be coordinated through Claire Dempsey unless she is unavailable, in which case Audrey Zhou will serve as the alternate contact.

2. Secondary Contact / XBRL Specialist: Audrey Zhou will serve as the secondary contact with the filing agent and will specifically handle all matters related to XBRL/iXBRL review and exhibit scheduling. Given the complexity of the IFRS-based XBRL tagging requirements for Halcyon's financial statements, Audrey Zhou should be involved in all communications with the filing agent regarding taxonomy selection, custom ext

3. Document Format: All documents to be delivered to the filing agent for conversion and filing must be provided in Ashbury Holdings Word format (.docx), using the standard C&H formatting conventions (Times New Roman 12-point font, single-spaced, standard margins). Documents should be delivered as clean, final versions. Where the filing agent requires a redline comparison against a prior filing (e.g., for amendments)

4. Lead Time — Standard Filings: The filing agent must receive final clean Word versions of all documents, plus any marked-against-prior-filing redlines, at least 48 hours before any targeted filing date. This allows the filing agent sufficient time to convert the documents to EDGAR-compliant HTML format, apply XBRL tagging, perform internal quality checks, and conduct a test filing before the live submission.

5. Lead Time — Confidential Submission: For the initial confidential submission of the draft registration statement (target date: April 14, 2026), the filing agent must receive final documents by no later than April 10, 2026 (four calendar days before the target filing date). The additional lead time is warranted because this will be the first filing for a new filer (Halcyon) and there may be issues with the initial

6. Test Filings: Test filings using EDGAR's "test" submission type (which does not result in an actual SEC filing) should be performed at least 24 hours before any live filing to verify formatting, hyperlinks, exhibit tagging, and XBRL rendering. The C&H team (Claire Dempsey and Audrey Zhou) should review the test filing output and confirm to the filing agent that the filing is approved for live submission. Any forma

7. Authorization for Live Filing: No live filing may be submitted on EDGAR without express authorization from Vivienne St. Claire or, in her absence, Robert Adeyemi. The filing agent must be informed that authorization will be communicated in writing (by email from Vivienne St. Claire or Claire Dempsey) and that the filing agent should not submit any live filing based solely on verbal authorization. C. Timing Protoco

1. Pre-Filing Standby: The filing agent should be placed on standby 72 hours before each targeted filing event. "Standby" means that the filing agent should have designated personnel available during extended business hours (8:00 a.m. to 10:00 p.m. Eastern Time) to process and submit filings on an expedited basis if necessary.

2. Amendment Cycle: After the SEC's initial comment letter is received (estimated May 12, 2026), we expect to enter an amendment cycle during which amendments to the registration statement must be prepared and filed on a compressed timeline. Amendment No. 1 to the Form F-1 (target: May 26, 2026) will be filed in response to the SEC's comments, together with a CORRESP response letter. Subsequent amendments, if any, ma

3. Acceleration Request: The acceleration request letter, addressed to the SEC's Division of Corporation Finance and requesting that the registration statement be declared effective on a specified date, must be filed as correspondence on EDGAR (submission type "CORRESP"). The target filing date for the acceleration request is approximately June 19, 2026, requesting effectiveness on June 22, 2026. The filing agent sho

4. Pricing and Final Prospectus: Following effectiveness, the offering will proceed to roadshow and pricing. The Rule 424(b) final prospectus must be filed within two business days of pricing (target pricing: July 1, 2026; target 424(b) filing: July 3, 2026). The filing agent should remain on standby through the pricing date and 424(b) filing deadline.

IV. Form F-1 Filing Procedures A. Confidential Submission — Draft Registration Statement Halcyon intends to avail itself of the confidential submission process for its initial draft Registration Statement on Form F-1. Section 6(e) of the Securities Act, as amended by the Jumpstart Our Business Startups Act (the "JOBS Act"), permits "emerging growth companies" and foreign private issuers to confidentially submit draft

1. EDGAR Submission Type: The initial confidential submission of the draft registration statement must use the EDGAR submission type "DRS" (Draft Registration Statement). Subsequent amendments to the draft registration statement, submitted while the filing remains in confidential review, must use submission type "DRS/A" (Draft Registration Statement Amendment).

2. Nonpublic Treatment: The DRS filing will not be publicly available on EDGAR at the time of submission. The draft registration statement and any DRS/A amendments will remain nonpublic until at least 15 days before the date on which the issuer conducts a roadshow (as defined in Rule 433(h)(4) under the Securities Act). Based on the current timeline, if the roadshow is expected to launch on or about June 23, 2026, th

3. Content of Confidential Submission: The DRS submission must include all portions of the registration statement, including the full prospectus text, Part II information, exhibits, and financial statements. The financial statements included in the confidential submission must be the audited consolidated financial statements of Halcyon for the three most recently completed fiscal years (FY2023, FY2024, and FY2025), p

4. Cover Letter: A cover letter requesting confidential treatment should accompany the DRS submission. The cover letter is typically addressed to the Staff of the Division of Corporation Finance and identifies the submission as a confidential draft registration statement submitted pursuant to the applicable SEC guidance. A separate draft of the confidential submission cover letter is being prepared and will be circul

5. XBRL Requirements for DRS: The SEC's EDGAR system does require certain Inline XBRL tagging even for confidential submissions. The filing agent should confirm the current requirements for XBRL tagging of DRS submissions, as these requirements have evolved over time. At a minimum, cover page interactive data in Inline XBRL format should be included. B. Public Filing The public filing of the Registration Statement on

1. EDGAR Submission Type: The initial public filing of the Registration Statement on Form F-1 must use the EDGAR submission type "F-1". Subsequent amendments to the publicly filed registration statement must use submission type "F-1/A".

2. Public Availability of Prior DRS Filings: Upon the public filing of the Form F-1, all previously submitted confidential draft registration statements (DRS and DRS/A submissions) will also become publicly available on EDGAR. The engagement team should be aware that the SEC Staff's comments on the confidential submissions and our responses will likewise become publicly available (see Section IX below regarding CORRE

3. Price Range: The public filing must include all previously omitted price-range information. Based on current discussions with the underwriters, the proposed ADS price range of $39.00 to $45.00 per ADS is expected to be included on the cover page of the prospectus in the initial public filing. This price range is subject to change based on market conditions and feedback from the underwriting syndicate, but any chan

4. Filing Fee Payment: The filing fee for the Form F-1 must be paid at the time of the public filing (or, if fees were paid in connection with the DRS submission, credited against the public filing fee obligation). See Section VIII below for detailed filing fee calculation procedures.

5. Concurrent Form F-6 Filing: The Form F-6 registration statement should be filed concurrently with, or as soon as practicable after, the public filing of the Form F-1. See Section V below for Form F-6 procedures. C. Post-Effective Filings Following the effectiveness of the Registration Statement on Form F-1, certain post-effective filings may be required:

1. Post-Effective Amendments: If material changes to the registration statement are required after effectiveness (other than changes that can be reflected in a prospectus supplement), a post-effective amendment must be filed. The EDGAR submission type for a post-effective amendment is "F-1/A" or "POS AM" (Post-Effective Amendment), depending on the nature of the amendment. In general, "POS AM" is used for routine pos

2. Rule 424(b) Prospectus Supplement Filing: Following pricing of the Offering, the Company is required to file the final prospectus (containing the final pricing terms, including the final ADS price, the final number of ADSs sold, the underwriting discount per ADS, and the net proceeds to the Company and selling shareholders) within two business days after the date of pricing pursuant to Rule 424(b) under the Securi

V. Form F-6 Filing Procedures A. Filing Responsibility The Registration Statement on Form F-6 is filed by the Depositary — in this case, Meridian Trust Company, N.A. — to register the ADSs evidenced by American Depositary Receipts under the Securities Act. Form F-6 is the registration form used when a depositary bank issues ADRs representing deposited securities of a foreign private issuer. Although the Depositary is

VI. XBRL and Inline XBRL (iXBRL) Tagging Requirements A. Cover Page Interactive Data SEC rules adopted under the FAST Act and subsequent rulemaking require the submission of "cover page interactive data" in Inline XBRL format for registration statements on Form F-1 and Form F-6. This requirement applies to all filings submitted on these forms, including the initial confidential submission (DRS), all amendments, and p

VII. Exhibit Filing Conventions A. Exhibit Index Part II, Item 8 of Form F-1 requires a complete exhibit index listing all exhibits filed with, or incorporated by reference into, the registration statement. The exhibit index is a critical component of the filing and must be accurate and complete. Each exhibit must be assigned the applicable exhibit number under Item 601 of Regulation S-K (as adapted for Form F-1 per