Contract analysis

I. Executive Summary The purpose of this memorandum is to outline the ongoing reporting, disclosure, and compliance obligations that Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company") will assume under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), upon the effectiveness of its Registration Statement on Form F-1 (the "Registration Statement") and the listing of its A

II. Foreign Private Issuer Status — Foundational Framework A. Definition and Qualification (Rule 3b-4) The entire reporting framework applicable to Halcyon following the US listing turns on the Company's qualification as a "foreign private issuer" under the Exchange Act. Rule 3b-4 under the Exchange Act defines a "foreign private issuer" as any foreign government of a foreign country or any issuer incorporated or org

III. Registration and Reporting Trigger — Sections 13(a) and 15(d) A. Section 12 Registration Upon the effectiveness of the Registration Statement on Form F-1 and the listing of the ADSs on the Nasdaq Global Select Market, Halcyon's ADSs (and the underlying ordinary shares represented thereby) will be registered under Section 12(b) of the Exchange Act. Section 12(b) requires any issuer desiring to register a security

IV. Form 20-F — Annual Report A. Overview and Filing Deadline Form 20-F is the annual report form prescribed by the SEC for foreign private issuers under the Exchange Act. It serves as the functional equivalent of Form 10-K for domestic US issuers, although the disclosure requirements of Form 20-F are in many respects specifically tailored to the circumstances of non-US companies and permit greater flexibility in cer

V. Form 6-K — Current / Interim Reports A. Overview. Form 6-K is the current report form prescribed by the SEC for foreign private issuers and serves as the functional equivalent of Form 8-K for domestic US issuers. However, Form 6-K differs from Form 8-K in several important respects. Most notably, Form 6-K does not prescribe specific triggering events in the manner of Form 8-K; rather, it requires the FPI to furnis

VI. Beneficial Ownership Reporting Considerations A. Section 13(d)/13(g) — Beneficial Ownership Reports (Schedules 13D/13G) Under Section 13(d) of the Exchange Act, any person who acquires beneficial ownership of more than 5% of any class of equity securities registered under Section 12 of the Exchange Act must file a beneficial ownership report with the SEC. The applicable forms are Schedule 13D (for persons who acq

Section 16 of the Exchange Act imposes insider reporting obligations and short-swing profit disgorgement requirements on directors, officers, and beneficial owners of more than 10% of a class of equity securities registered under Section 12. Specifically, Section 16(a) requires such persons to file initial statements of beneficial ownership (Form 3), reports of changes in ownership (Form 4, due within two business da

VII. Sarbanes-Oxley Act Compliance — Interaction with Reporting Obligations The Sarbanes-Oxley Act of 2002 ("SOX") imposes a range of corporate governance, internal controls, and certification requirements on issuers subject to Exchange Act reporting. While FPIs benefit from certain accommodations and phase-in provisions, they are not exempt from SOX. The following is an overview of the key SOX provisions that intera

Section 302 Certifications. Section 302 of SOX requires the CEO and CFO to certify, in each annual report, that: (i) the signing officer has reviewed the report; (ii) based on the officer's knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading; (iii) based on the officer's knowledge, the financial statements

Section 906 Certifications. Section 906 of SOX requires the CEO and CFO to certify that the annual report "fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934" and that "the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer." Unlike the Section 302 certification, whic

Section 404 of SOX addresses the assessment and attestation of internal controls over financial reporting ("ICFR"). Section 404 consists of two components:

Section 404(a): Management's Assessment. Section 404(a) requires management to include in the annual report an assessment of the effectiveness of the issuer's internal controls over financial reporting. This assessment must be included beginning with the issuer's second annual report filed with the SEC. For Halcyon, this means that the management assessment of ICFR will first be required in the Form 20-F covering the

Section 404(b): Auditor Attestation. Section 404(b) requires the issuer's independent auditor to attest to, and report on, the assessment made by management of the issuer's ICFR. For FPIs, the auditor attestation requirement is phased in on a timeline that is more extended than for domestic issuers. Based on Halcyon's anticipated filer status, the auditor attestation under Section 404(b) is expected to be first requi

VIII. XBRL and Inline XBRL Filing Requirements A. General Requirements The SEC requires issuers, including FPIs, to submit their financial statements and certain cover page data in Inline XBRL (iXBRL) format. XBRL (eXtensible Business Reporting Language) is a standardized, machine-readable format that enables the automated extraction and analysis of financial data from SEC filings. The "Inline" version of XBRL (iXBRL

IX. Proxy Solicitation Rules — FPI Exemption Foreign private issuers are exempt from the proxy solicitation rules set forth in Section 14 of the Exchange Act. These rules, which are codified in Regulation 14A and Regulation 14C, require domestic US issuers to file preliminary and definitive proxy statements (Schedule 14A) or information statements (Schedule 14C) with the SEC in connection with any meeting of security

X. Tender Offer Rules The US tender offer rules under the Exchange Act may apply to tender offers and self-tender offers involving Halcyon's securities, depending on the extent of US participation in the Company's shareholder base. The Exchange Act provides two tiers of exemptions for FPIs conducting or subject to tender offers: Tier I Exemption. Under Exchange Act Rules 13e-4(h)(8) (for issuer tender offers) and 14d