draft-tax-opinion-prospectus.docx

1032-00003 · Client 1032 · Closing

draft-tax-opinion-prospectus.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

July 6, 2026

Matter No. 1032-00003

Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich Federal Republic of Germany

Attention: Dr. Friedrich Wendt, Vorstandsvorsitzender (Chief Executive Officer)

Katarina Dalmqvist, Finanzvorstand (Chief Financial Officer)

BY ELECTRONIC MAIL AND INTERNATIONAL COURIER

Copy to:

Westbridge Securities LLC (as representative of the several underwriters named below) 383 Madison Avenue New York, New York 10179

Attention: Equity Capital Markets — Syndicate Desk

Pinnacle Morgan & Co., Inc. 277 Park Avenue New York, New York 10172

Andover Barcliffe Group Inc. 745 Seventh Avenue New York, New York 10019

Northpointe Capital LLC 200 West Street New York, New York 10282

UNITED STATES FEDERAL INCOME TAX OPINION IN CONNECTION WITH THE INITIAL PUBLIC OFFERING OF AMERICAN DEPOSITARY SHARES OF HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

Ladies and Gentlemen:

This opinion is delivered in connection with the Registration Statement on Form F-1 (File No. 333-282651) (the "Registration Statement"), including all amendments and supplements thereto, filed by Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft), with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). This opinion is intended to be filed as an exhibit to the Registration Statement and to serve as the basis for the discussion set forth under the heading "Taxation — United States Federal Income Tax Consequences" in the prospectus forming part of the Registration Statement (the "Prospectus"). The definitions and conventions used in the Prospectus are used herein unless otherwise defined.

I. INTRODUCTION AND BASIS OF OPINION

1.1 Engagement and Scope

Calderwood & Harkness LLP ("we," "us," "C&H," or the "Firm") has acted as United States securities and tax counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," or the "Issuer"), a German stock corporation (Aktiengesellschaft) organized and existing under the laws of the Federal Republic of Germany, registered under commercial register number HRB 217458 at the Amtsgericht (Local Court) München, in connection with the proposed initial public offering in the United States (the "Offering") of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company (the "Ordinary Shares"). We have been asked to render this opinion regarding certain United States federal income tax consequences of the acquisition, ownership, and disposition of ADSs by US Holders (as defined in Section 1.4 below) who acquire ADSs in the Offering or on the secondary market.

The ADSs are to be issued by Meridian Trust Company, National Association, a national banking association organized under the laws of the United States (the "Depositary"), pursuant to a deposit agreement to be entered into among the Company, the Depositary, and all holders and beneficial owners of ADSs from time to time (the "Deposit Agreement"). The ADSs are to be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN."

The Offering contemplates the sale by the Company and certain selling shareholders (including Rheintal Industrieholding GmbH and Kestrel Capital Partners AG) of up to 45,000,000 ADSs (representing 90,000,000 Ordinary Shares), including up to 5,869,565 ADSs that may be sold upon exercise of the underwriters' option to purchase additional ADSs, at a public offering price of $15.50 per ADS, resulting in estimated aggregate gross proceeds of approximately $697,500,000 (or approximately $788,478,507.50 if the underwriters' option is exercised in full) and estimated aggregate net proceeds to the Company and the selling shareholders, after underwriting discounts and commissions and estimated offering expenses, of approximately $607,950,000.

1.2 Documents Reviewed

In connection with the preparation of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

(a) the Registration Statement on Form F-1 (File No. 333-282651), including all amendments thereto through Amendment No. 3, filed with the SEC on or prior to the date hereof, together with the Prospectus and all exhibits and schedules thereto;

(b) the draft Deposit Agreement, dated as of the date hereof, among Halcyon Semiconductor Aktiengesellschaft, Meridian Trust Company, National Association, as Depositary, and all holders and beneficial owners of ADSs from time to time;

(c) the draft Underwriting Agreement, dated as of the date hereof, among Halcyon Semiconductor Aktiengesellschaft, Rheintal Industrieholding GmbH, Kestrel Capital Partners AG, and the several underwriters named therein, with Westbridge Securities LLC acting as representative of the several underwriters (the "Underwriting Agreement");

(d) the Company's Satzung (Articles of Association), as most recently amended and restated, certified by the Company as being complete and accurate as of the date hereof;

(e) the audited consolidated financial statements of the Company prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") for the fiscal years ended December 31, 2023 ("FY2023") and December 31, 2024 ("FY2024"), together with the independent auditor's reports thereon, as prepared and audited by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, Munich, Germany (Dieter Kaufmann, Wirtschaftsprüfer, lead engagement partner), and reviewed by Blackmere & Whitfield LLP, New York, New York (Graham Templeton, partner);

(f) the unaudited condensed consolidated financial statements of the Company for the fiscal year ended December 31, 2025 ("FY2025"), as prepared by the Company and reviewed by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft and Blackmere & Whitfield LLP;

(g) the memorandum entitled "PFIC Analysis — Halcyon Semiconductor AG — FY2023, FY2024, and FY2025" prepared by Leonard Cross, Partner, Tax, of Calderwood & Harkness LLP, dated June 15, 2026 (the "PFIC Memorandum");

(h) the officer's certificate of Dr. Friedrich Wendt, Vorstandsvorsitzender (Chief Executive Officer), and Katarina Dalmqvist, Finanzvorstand (Chief Financial Officer), dated as of the date hereof (the "Officer's Certificate"), regarding the Company's income, assets, business operations, intended use of proceeds, and other matters relevant to the analysis set forth herein;

(i) the memorandum entitled "US/German Tax Treaty Implications for ADS Holders — Halcyon Semiconductor AG" prepared by Leonard Cross, Partner, Tax, of Calderwood & Harkness LLP, dated June 20, 2026 (the "Treaty Memorandum");

(j) the memorandum entitled "Qualified Intermediary Analysis — Meridian Trust Company, N.A." prepared by Leonard Cross, Partner, Tax, of Calderwood & Harkness LLP, dated June 22, 2026 (the "QI Memorandum");

(k) input received from Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB, Munich, Germany (Dr. Christoph Maurelban, partner), regarding certain aspects of German tax law, including German withholding tax (Kapitalertragsteuer), the solidarity surcharge (Solidaritätszuschlag), and applicable procedural requirements for claiming reduced withholding under the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes, signed on August 29, 1989, as amended by the protocol signed on June 1, 2006 (the "US-Germany Treaty"); and

(l) such other documents, certificates, records, instruments, and matters of fact and law as we have deemed necessary or advisable for the purpose of rendering this opinion.

1.3 Assumptions and Limitations

In rendering this opinion, we have assumed and relied upon the following, without independent investigation or verification:

(a) Limitation to US Federal Income Tax. This opinion is limited exclusively to matters of United States federal income tax law. Except as specifically noted herein with respect to German withholding tax under the US-Germany Treaty (and then only to the extent that such German withholding tax bears upon the US federal income tax analysis, including the availability of foreign tax credits), this opinion does not address the tax consequences arising under the laws of any state or locality within the United States, or under the laws of any foreign jurisdiction, including the Federal Republic of Germany, or under any US federal tax provisions other than those relating to income taxes (such as estate or gift taxes). US Holders are urged to consult their own tax advisors regarding the application of state, local, and non-US tax laws to their particular circumstances.

(b) Reliance on Representations. We have relied, without independent verification, on the accuracy and completeness of the representations, warranties, and statements of fact contained in the Officer's Certificate executed by Dr. Friedrich Wendt and Katarina Dalmqvist, the factual information provided by the Company and its officers, directors, employees, and agents, and the representations made in the Registration Statement, the Deposit Agreement, the Underwriting Agreement, and the other documents listed in Section 1.2 above. We have assumed that all such representations and statements are and will remain true and correct in all material respects.

(c) Current Law. This opinion is based on the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations promulgated thereunder (including proposed, temporary, and final regulations), published rulings, revenue procedures, notices, and other administrative pronouncements of the Internal Revenue Service (the "IRS"), and judicial decisions of courts of competent jurisdiction, in each case as in effect on the date hereof. All of the foregoing authorities are subject to change or differing interpretations at any time, possibly with retroactive effect. No assurance can be given that any such change or differing interpretation will not occur, and any such change or differing interpretation could affect the validity of the conclusions expressed herein.

(d) Execution and Consummation. We have assumed that the Deposit Agreement will be duly executed and delivered in substantially the form reviewed by us, that the transactions contemplated by the Registration Statement and the Underwriting Agreement will be consummated in accordance with their terms without waiver or modification of any material provision thereof, and that the parties thereto will comply with all of their respective obligations thereunder.

(e) Excluded Holders. This opinion does not address the US federal income tax consequences to holders of ADSs who are subject to special treatment under the Code, including, without limitation: (i) banks, thrifts, and other financial institutions; (ii) insurance companies; (iii) tax-exempt organizations (including organizations described in Section 501(a) of the Code and individual retirement accounts or other tax-deferred accounts); (iv) regulated investment companies and real estate investment trusts; (v) dealers in securities, commodities, or currencies; (vi) traders in securities that elect the mark-to-market method of accounting; (vii) persons holding ADSs as part of a "straddle," "hedge," "conversion transaction," "synthetic security," or other integrated investment; (viii) persons whose "functional currency" (within the meaning of Section 985 of the Code) is not the US dollar; (ix) persons who own (directly, indirectly, or constructively, including through ADSs) 10% or more of the total combined voting power or total value of all classes of stock of Halcyon; (x) certain US expatriates and former long-term residents of the United States; (xi) persons who acquired their ADSs through the exercise of employee stock options or otherwise as compensation; and (xii) partnerships or other pass-through entities for US federal income tax purposes, or investors therein.

(f) German Law Matters. We are not admitted to practice law in the Federal Republic of Germany, and this opinion does not purport to address any matters of German law. We have consulted with Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban, partner) with respect to certain German tax matters, and our discussion of German withholding tax herein is based on their input. We express no independent opinion on German tax law except to the extent we summarize the German withholding tax regime as it affects the US federal income tax analysis (including the availability of foreign tax credits and the reduced treaty rate).

1.4 Definition of "US Holder"

As used in this opinion, the term "US Holder" means a beneficial owner of ADSs who is, for US federal income tax purposes:

(i) a citizen or individual resident of the United States (as determined under Section 7701(b) of the Code);

(ii) a corporation (or other entity taxable as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

(iii) an estate the income of which is subject to US federal income taxation regardless of its source; or

(iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

If a partnership (including any entity or arrangement treated as a partnership for US federal income tax purposes) holds ADSs, the US federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding ADSs is urged to consult its own tax advisor regarding the US federal income tax consequences applicable to it.

II. TREATMENT OF ADSs — GENERAL

2.1 ADSs as Equity for US Federal Income Tax Purposes

For US federal income tax purposes, a holder of ADSs will generally be treated as the beneficial owner of the underlying Ordinary Shares of the Company represented by such ADSs. This treatment is consistent with longstanding IRS guidance, including Revenue Ruling 58-135, 1958-1 C.B. 254, and subsequent administrative pronouncements and judicial authority confirming that holders of American Depositary Receipts are treated, for US federal income tax purposes, as owners of the underlying foreign shares represented thereby.

Each ADS represents two (2) Ordinary Shares (Stammaktien), no par value (Stückaktien), of the Company. References in this opinion to ADSs include, where the context so requires, the Ordinary Shares represented by such ADSs. All US federal income tax consequences discussed herein with respect to distributions on, and dispositions of, ADSs apply equally to the Ordinary Shares represented by such ADSs.

Accordingly, deposits of Ordinary Shares with the Depositary in exchange for ADSs, and withdrawals of Ordinary Shares upon surrender of ADSs to the Depositary, will generally not be subject to US federal income tax, as discussed further in Section 2.2 below.

2.2 Characterization of the Deposit and Withdrawal

The deposit of Ordinary Shares with the Depositary (Meridian Trust Company, N.A.) in exchange for ADSs, and the surrender of ADSs to the Depositary in exchange for the underlying Ordinary Shares, will not constitute a taxable exchange for US federal income tax purposes. Because the holder of ADSs is treated as the owner of the underlying Ordinary Shares, the exchange of Ordinary Shares for ADSs (and vice versa) does not result in a change of beneficial ownership for US federal income tax purposes and, therefore, does not give rise to a realization event.

A US Holder's tax basis in the ADSs received upon deposit of Ordinary Shares will be the same as the US Holder's adjusted tax basis in the Ordinary Shares deposited. Similarly, a US Holder's holding period for ADSs received upon deposit will include the holding period for the Ordinary Shares deposited. Upon withdrawal of Ordinary Shares in exchange for the surrender of ADSs, a US Holder's tax basis in the Ordinary Shares received will be the same as the US Holder's adjusted tax basis in the ADSs surrendered, and the holding period for the Ordinary Shares will include the holding period for the ADSs.

III. DISTRIBUTIONS ON ADSs

3.1 Characterization of Distributions

Distributions of cash or other property received by a US Holder with respect to ADSs (including the amount of any German taxes withheld therefrom, as discussed in Section 3.3 below) will generally be treated as dividends to the extent paid out of the Company's current or accumulated earnings and profits, as determined under US federal income tax principles. The amount of any distribution will be equal to the fair market value of the property distributed (or the amount of cash distributed), including the amount of any German taxes withheld.

Because the Company maintains its books and records in euros and prepares its consolidated financial statements in accordance with IFRS as adopted by the European Union, the Company's earnings and profits for US federal income tax purposes may differ, potentially materially, from the amounts reported in the Company's IFRS financial statements. Differences between IFRS and US federal income tax principles may arise, among other things, from differing rules regarding revenue recognition, depreciation and amortization, inventory accounting, stock-based compensation, foreign currency translation, and the treatment of certain research and development expenditures.

Halcyon does not intend to calculate its earnings and profits in accordance with US federal income tax principles. Accordingly, US Holders should expect that distributions made by the Company will generally be reported as dividends for US federal income tax purposes. If the amount of a distribution exceeds the Company's current and accumulated earnings and profits (as determined under US federal income tax principles), the excess will be treated first as a non-taxable return of capital to the extent of the US Holder's adjusted tax basis in its ADSs, thereby reducing such adjusted tax basis (but not below zero), and thereafter as capital gain from the sale or exchange of a capital asset, which will be long-term capital gain if the US Holder has held the ADSs for more than one year as of the date of the distribution.

3.2 Foreign Currency Considerations

Distributions on the ADSs will generally be paid in euros and converted to US dollars by the Depositary prior to distribution to ADS holders. To the extent a distribution is paid in euros, the amount of the distribution includible in the gross income of a US Holder will be the US dollar value of the euro payment, calculated by reference to the spot exchange rate in effect on the date of receipt of the distribution by the Depositary (regardless of whether the euros are in fact converted into US dollars on such date). If the Depositary receives a euro distribution and converts it into US dollars on a date other than the date of receipt, a US Holder may recognize foreign currency gain or loss on the conversion. For reference purposes, the spot exchange rate as of January 10, 2026, was approximately €1.00 = $1.078, although this rate is subject to significant fluctuation.

A US Holder who receives a distribution in euros and does not convert such euros into US dollars on the date of receipt will have a tax basis in the euros equal to the US dollar value of the euros on the date of receipt. Any gain or loss recognized upon the subsequent conversion of such euros into US dollars (or upon the disposition of such euros) will generally be treated as ordinary income or loss from US sources.

3.3 German Withholding Tax

Based on input received from Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban, partner), distributions on the Ordinary Shares underlying the ADSs will generally be subject to German withholding tax (Kapitalertragsteuer) at a statutory rate of 26.375%, which consists of the base capital gains withholding tax (Kapitalertragsteuer) of 25% plus a solidarity surcharge (Solidaritätszuschlag) of 5.5% on the Kapitalertragsteuer amount (i.e., 5.5% × 25% = 1.375%, for a combined rate of 26.375%).

Under Article 10(2)(b) of the US-Germany Treaty, the rate of German withholding tax on dividends paid by a German resident company to a resident of the United States who is the beneficial owner of such dividends and who is eligible for treaty benefits may be reduced to 15% of the gross amount of the dividends (or to 5% of the gross amount of the dividends in the case of a company that directly owns at least 10% of the voting stock of the payor company). For US Holders of ADSs who hold less than 10% of the total combined voting power of the Company, the applicable reduced treaty rate is 15%.

Meridian Trust Company, N.A., as Depositary, is expected to act in its capacity as a Qualified Intermediary ("QI") within the meaning of Treasury Regulation Section 1.1441-1(e)(5) for purposes of facilitating the claim of reduced withholding rates on distributions made to US Holders under the US-Germany Treaty. In order to claim the reduced 15% treaty rate, a US Holder must provide the Depositary (or the US Holder's broker or other intermediary) with a properly completed IRS Form W-8BEN (for individuals) or IRS Form W-8BEN-E (for entities), together with any additional documentation that may be required by the German tax authorities or the Depositary. A US Holder who fails to provide the required documentation may be subject to German withholding tax at the full statutory rate of 26.375%.

A US Holder that is eligible for benefits under the US-Germany Treaty and provides the required documentation to the Depositary should generally be subject to German withholding tax at the 15% reduced treaty rate rather than the 26.375% statutory rate. A US Holder that has been subject to withholding at the full statutory rate may, subject to applicable procedural requirements under German law (including the filing of a refund application with the German Federal Central Tax Office (Bundeszentralamt für Steuern)), be eligible for a refund of the excess withholding (i.e., the difference between the 26.375% statutory rate and the 15% treaty rate).

3.4 Foreign Tax Credit

Subject to applicable limitations and conditions (including the minimum holding period requirements under Section 901(k) of the Code and the general limitations under Section 904 of the Code), a US Holder may elect to claim a credit against its US federal income tax liability for the amount of German withholding tax imposed on dividend distributions with respect to the ADSs. Alternatively, the US Holder may elect to deduct such German withholding tax in computing its taxable income for US federal income tax purposes, but only for a taxable year in which the US Holder elects to deduct, rather than credit, all creditable foreign income taxes.

For purposes of the foreign tax credit limitations under Section 904 of the Code, dividends paid on the ADSs will generally constitute "foreign source" income. Subject to certain exceptions, such dividends will generally be categorized as "passive category income" for purposes of computing the foreign tax credit limitation, or, in the case of certain US Holders, as "general category income." The limitation on foreign tax credits is calculated separately with respect to each category of income, and the amount of foreign tax credits that may be claimed in any taxable year is subject to complex limitations that take into account the US Holder's overall foreign source income, foreign taxes paid or accrued, and other factors.

The rules governing foreign tax credits are exceedingly complex, and the availability and amount of any foreign tax credit will depend on each US Holder's particular facts and circumstances. US Holders are strongly urged to consult their own tax advisors regarding the availability of foreign tax credits and the application of the foreign tax credit limitation rules under their particular circumstances.

3.5 Qualified Dividend Income

Subject to certain holding period and other requirements, dividends received by certain non-corporate US Holders (including individuals) from a "qualified foreign corporation" may be eligible for the reduced rates of US federal income taxation applicable to "qualified dividend income" under Section 1(h)(11) of the Code. Under current law, qualified dividend income received by non-corporate US Holders is generally taxable at long-term capital gains rates, which are currently 0%, 15%, or 20%, depending on the US Holder's taxable income level.

A foreign corporation is a "qualified foreign corporation" if, among other things, (i) it is eligible for the benefits of a comprehensive income tax treaty with the United States that the Secretary of the Treasury determines is satisfactory for purposes of Section 1(h)(11) of the Code and that includes an exchange of information program, or (ii) its stock (or ADSs with respect to such stock) is readily tradable on an established securities market in the United States. The US-Germany Treaty satisfies the requirements of clause (i), and the Company's ADSs are expected to be listed and traded on the Nasdaq Global Select Market, satisfying the requirements of clause (ii). Accordingly, dividends paid by Halcyon on the ADSs should generally be eligible for the reduced rates of taxation applicable to qualified dividend income, provided that:

(i) Halcyon is not treated as a passive foreign investment company ("PFIC") for the taxable year in which the dividend is paid or the preceding taxable year (see Section V below for a discussion of the PFIC analysis);

(ii) the US Holder satisfies the applicable holding period requirements (generally, the US Holder must hold the ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date); and

(iii) the US Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property.

The reduced rate of taxation applicable to qualified dividend income is not available to corporate US Holders. In addition, dividends received by corporate US Holders from Halcyon will not be eligible for the dividends-received deduction under Sections 243 or 245 of the Code, as Halcyon is not a domestic corporation and does not earn a specified percentage of its income from US sources.

US Holders are urged to consult their own tax advisors regarding the availability of the reduced rate of taxation applicable to qualified dividend income based on their particular circumstances.

IV. SALE, EXCHANGE, OR OTHER TAXABLE DISPOSITION OF ADSs

4.1 Recognition of Gain or Loss

A US Holder will generally recognize capital gain or loss upon the sale, exchange, retirement, redemption, or other taxable disposition of ADSs in an amount equal to the difference, if any, between (i) the amount realized on such disposition (expressed in US dollars) and (ii) the US Holder's adjusted tax basis in such ADSs (expressed in US dollars). A US Holder's initial tax basis in ADSs acquired in the Offering will generally be the US dollar cost of such ADSs (i.e., the public offering price of $15.50 per ADS, in the case of ADSs acquired at the initial public offering price).

Such gain or loss will generally be long-term capital gain or loss if the US Holder's holding period for the ADSs exceeds one year as of the date of disposition. Long-term capital gains of non-corporate US Holders (including individuals) are currently eligible for reduced rates of US federal income taxation (currently 0%, 15%, or 20%, depending on the US Holder's taxable income level). The deductibility of capital losses is subject to significant limitations under the Code. Specifically, capital losses of non-corporate US Holders may only be deducted against capital gains plus up to $3,000 of ordinary income per taxable year (or $1,500 in the case of a married individual filing separately). Capital losses of corporate US Holders may only be deducted against capital gains. Unused capital losses may generally be carried forward to subsequent taxable years, subject to applicable limitations.

4.2 Foreign Source / US Source of Gain or Loss

Gain or loss recognized by a US Holder on the sale or other taxable disposition of ADSs will generally be treated as US source gain or loss for purposes of the foreign tax credit limitation under Section 904 of the Code. This characterization may limit the ability of a US Holder to utilize foreign tax credits arising from any German tax imposed on such gain.

If German tax is imposed on any gain from the sale or other disposition of ADSs (which, under Article 13 of the US-Germany Treaty, generally should not occur — see Section 7.2 below), a US Holder may not be able to utilize a foreign tax credit for such German tax against the US Holder's US federal income tax liability on such gain (because the gain would generally be treated as US source income) unless the US Holder has sufficient foreign source income from other sources in the applicable foreign tax credit limitation category against which such credit may be applied, or unless the US Holder makes an applicable election under the US-Germany Treaty to treat the gain as foreign source income. US Holders are urged to consult their own tax advisors regarding the foreign tax credit implications of any German tax imposed on gains from the disposition of ADSs.

4.3 Foreign Currency Gain or Loss

If a US Holder sells ADSs for a currency other than US dollars, the amount realized on the sale will be the US dollar value of the foreign currency received, determined at the spot exchange rate on the date of sale. However, if the ADSs are traded on an "established securities market" (as defined in the applicable Treasury regulations), a cash-basis US Holder (or an accrual-basis US Holder who so elects) will determine the US dollar value of the foreign currency received by reference to the spot exchange rate on the settlement date of the sale. An accrual-basis US Holder who makes this election must apply it consistently to all sales of stock or securities traded on an established securities market during the taxable year and cannot change such election without the consent of the IRS.

Any foreign currency gain or loss realized by a US Holder on the subsequent conversion of foreign currency received upon the sale of ADSs into US dollars (or upon the disposition of such foreign currency) will generally be treated as ordinary income or loss from US sources. Such foreign currency gain or loss will generally equal the difference between the US dollar value of the foreign currency on the date of sale (or, if applicable, the settlement date) and the US dollar value of the foreign currency on the date of conversion.

V. PASSIVE FOREIGN INVESTMENT COMPANY (PFIC) ANALYSIS

5.1 PFIC Rules — General

The application of the PFIC rules under Sections 1291 through 1298 of the Code is of particular importance to US Holders of shares in non-US corporations, including US Holders of ADSs of Halcyon. If Halcyon were classified as a PFIC for any taxable year during which a US Holder held ADSs, certain adverse US federal income tax consequences could apply to such US Holder, as described in Section 5.5 below.

A non-US corporation will be classified as a PFIC for any taxable year in which either:

(i) Income Test: 75% or more of its gross income for the taxable year is "passive income"; or

(ii) Asset Test: 50% or more of the average percentage of its assets (determined on a quarterly basis, measured by fair market value or, at the corporation's election, by adjusted tax basis) during the taxable year produce, or are held for the production of, passive income.

For purposes of the PFIC rules, "passive income" generally includes dividends, interest, rents, royalties, annuities, and net gains from the sale or exchange of property that produces passive income, subject to certain exceptions. Rents and royalties derived in the active conduct of a trade or business and received from unrelated persons are generally excluded from the definition of passive income. In addition, for purposes of the PFIC tests, income and assets of a non-US corporation's subsidiaries in which it owns, directly or indirectly, at least 25% of the value of the stock (a "25%-or-more owned subsidiary") are attributed to the parent corporation on a proportionate basis (the "look-through rule").

The PFIC rules apply on an annual basis, and a corporation's PFIC status is determined each year based on the composition of its income and assets for that year. A corporation may be a PFIC in one taxable year and not a PFIC in another taxable year. Moreover, once a corporation is classified as a PFIC with respect to a particular US Holder, it will generally continue to be treated as a PFIC with respect to that US Holder for all subsequent taxable years in which the US Holder holds (or is deemed to hold) stock of the corporation, unless certain elections are made, even if the corporation subsequently ceases to satisfy the income test or the asset test.

5.2 Application to Halcyon — Income Test

We have analyzed the composition of Halcyon's gross income for FY2023, FY2024, and FY2025, based on the audited financial statements of the Company for FY2023 and FY2024, the unaudited financial statements for FY2025, the PFIC Memorandum, and the Officer's Certificate.

Halcyon's revenue is derived overwhelmingly from the design, manufacture, testing, and sale of advanced power semiconductor devices, including silicon carbide ("SiC") and gallium nitride ("GaN") chips and modules, for end markets in the automotive, industrial, and renewable energy sectors. This revenue constitutes active business income for purposes of the PFIC income test. The Company's reported revenue for the relevant periods is as follows:

• FY2025 (unaudited): €3,820 million

• FY2024 (audited): €3,508 million

• FY2023 (audited): €3,214 million

Less than 25% of Halcyon's gross income in each of FY2023, FY2024, and FY2025 constituted "passive income" within the meaning of Section 1297(b) of the Code. Interest income earned on the Company's cash and cash equivalents and short-term investments — which is the primary source of passive income — represented a small fraction of the Company's total gross income in each period. Specifically, the Company maintained the following balances of cash and cash equivalents:

• FY2025: €740 million

• FY2024: €610 million

• FY2023: €520 million

Even assuming a yield on such balances at or near prevailing euro-denominated interest rates during the relevant periods, the resulting interest income constituted well below the 75% threshold for passive income in each year. The Company's other sources of income — including licensing revenues from cross-licensing arrangements with third-party semiconductor manufacturers and revenues from engineering services — were determined, based on the facts and circumstances, to constitute active business income rather than passive income.

Conclusion: Halcyon satisfies the income test for non-PFIC status in each of FY2023, FY2024, and FY2025.

5.3 Application to Halcyon — Asset Test

We have analyzed the composition of Halcyon's assets for FY2023, FY2024, and FY2025, based on the audited and unaudited financial statements, the PFIC Memorandum, and the Officer's Certificate. The Company's total assets (determined under IFRS, with appropriate adjustments for purposes of the PFIC analysis) for the relevant periods were as follows:

• FY2025: €7,450 million

• FY2024: €6,820 million

• FY2023: €6,310 million

The substantial majority of Halcyon's assets in each period consisted of active business assets, including:

(a) manufacturing facilities, including the Company's primary fabrication facility ("Fab 1") in Augsburg, Germany, the newly operational second fabrication facility ("Fab 2") in Reutlingen, Germany, and the third fabrication facility ("Fab 3") currently under construction in Dresden, Germany;

(b) intellectual property assets, including an extensive portfolio of patents and patent applications relating to SiC and GaN semiconductor technology, power module design, and advanced packaging techniques;

(c) manufacturing equipment, including chemical vapor deposition systems, photolithography equipment, ion implantation tools, wafer testing and sorting equipment, and related capital assets;

(d) inventory, including raw materials (SiC and GaN substrates, specialty chemicals, and packaging materials), work-in-process, and finished goods; and

(e) trade accounts receivable arising from the Company's active business operations.

All of the foregoing assets are properly classified as active business assets for purposes of the PFIC asset test.

Cash and cash equivalents and short-term investments, while present in material amounts (€740 million in FY2025, as noted above), represented less than 50% of the Company's average total assets (measured quarterly by fair market value) in each of FY2023, FY2024, and FY2025. Although cash and short-term investments are generally treated as passive assets for purposes of the PFIC asset test, the look-through rule for 25%-or-more owned subsidiaries (under Section 1297(c) of the Code) and the active business characterization of the overwhelming majority of the Company's remaining asset base ensure that the 50% threshold for passive assets was not triggered in any of the analyzed years.

We note that, following the consummation of the Offering, the infusion of net proceeds of approximately $607,950,000 (or approximately €564 million at current exchange rates) may temporarily increase the ratio of cash and liquid assets to total assets on the Company's balance sheet. However, based on the representations contained in the Officer's Certificate and the intended use of proceeds described in the Prospectus, the Company intends to deploy such proceeds into active business assets within a reasonable period, as follows:

• Fab 3 expansion (Dresden): approximately $280 million

• Research and development: approximately $140 million

• Repayment of outstanding indebtedness under the Company's revolving credit facility: approximately $100 million

• Working capital and general corporate purposes: approximately $87.95 million

The timely deployment of IPO proceeds into the foregoing active business purposes is expected to mitigate any temporary increase in the passive asset ratio. Moreover, even if the full amount of net proceeds were treated as passive assets in the quarter in which they are received, the resulting passive asset ratio (calculated on a quarterly average basis for the full fiscal year) would not be expected to exceed the 50% threshold, based on the Company's projected total asset base.

Conclusion: Halcyon satisfies the asset test for non-PFIC status in each of FY2023, FY2024, and FY2025.

5.4 Overall PFIC Conclusion

Based on the foregoing analysis, including our reliance on the representations contained in the Officer's Certificate of Dr. Friedrich Wendt and Katarina Dalmqvist, the financial data reviewed by us (as audited or reviewed by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft and Blackmere & Whitfield LLP), and the analysis set forth in the PFIC Memorandum, it is the opinion of Leonard Cross, Specialist Partner, Tax, of Calderwood & Harkness LLP, that Halcyon was not a PFIC for FY2023, FY2024, or FY2025, and, based on current projections and the Company's intended business plan and use of proceeds as described in the Prospectus and the Officer's Certificate, Halcyon does not expect to be a PFIC for its current taxable year (FY2026) or the foreseeable future.

Caveat. Notwithstanding the foregoing, US Holders should be aware that PFIC status is a factual determination that must be made annually and that depends on the composition of a company's income and assets, both of which can change from year to year. The determination of PFIC status involves the application of complex rules to facts and circumstances that may be difficult to predict. Changes in the Company's business, the composition of its income or assets, the fair market values of its assets (including the effect of fluctuations in exchange rates), or applicable law could cause the Company to be classified as a PFIC in a future taxable year. There can be no assurance that the IRS will not challenge the conclusion expressed herein, or that a court would sustain such conclusion if challenged, or that Halcyon will not be classified as a PFIC in any future taxable year. US Holders are strongly urged to consult their own tax advisors regarding the PFIC rules and the consequences of PFIC status, including the advisability of making any protective elections.

5.5 Consequences if Halcyon Were a PFIC

If Halcyon were classified as a PFIC for any taxable year during which a US Holder held ADSs, and the US Holder had not made a timely QEF election or mark-to-market election (each as described below), the US Holder would be subject to the adverse tax consequences described in Section 1291 of the Code with respect to:

(a) any "excess distribution" received by the US Holder from Halcyon (generally, any distribution in a taxable year that exceeds 125% of the average annual distributions received by the US Holder during the three preceding taxable years, or the US Holder's holding period, if shorter); and

(b) any gain recognized by the US Holder on the sale or other taxable disposition of ADSs.

Under the "excess distribution" regime of Section 1291, the excess distribution or gain would be allocated ratably over the US Holder's holding period for the ADSs. The amounts allocated to the current taxable year and to any year prior to the first year in which Halcyon was classified as a PFIC would be treated as ordinary income. The amounts allocated to each other taxable year would be taxed at the highest rate of tax in effect for that year for the applicable class of taxpayer (individual or corporate), and an interest charge at the rate applicable to underpayments of tax would be imposed on the tax attributable to each such year. The burden of the PFIC excess distribution regime can be significant, as it effectively eliminates the benefit of the time value of money with respect to the deferred tax.

Qualified Electing Fund (QEF) Election. Under Section 1295 of the Code, a US Holder may make a "qualified electing fund" election with respect to a PFIC, which would require the US Holder to include in income annually, for each taxable year of the PFIC, the US Holder's pro rata share of the PFIC's ordinary earnings and net capital gain, regardless of whether any distributions are actually made. A QEF election can mitigate the adverse consequences of the excess distribution regime, but requires the PFIC to provide certain information to its shareholders (generally, an annual PFIC information statement). Halcyon does not presently intend to provide the information necessary for US Holders to make a QEF election. Accordingly, a QEF election may not be available to US Holders.

Mark-to-Market Election. Under Section 1296 of the Code, a US Holder may make a "mark-to-market" election with respect to ADSs if the ADSs are "marketable stock" (generally, stock that is regularly traded on a qualified exchange or other market, as defined in applicable Treasury regulations). If the ADSs are listed on the Nasdaq Global Select Market, they should generally be treated as "marketable stock" for purposes of the mark-to-market election. A US Holder who makes a valid mark-to-market election would include in ordinary income for each taxable year an amount equal to the excess, if any, of the fair market value of the ADSs at the close of the taxable year over the US Holder's adjusted tax basis in such ADSs, or would be allowed an ordinary loss deduction for the excess, if any, of the adjusted tax basis over the fair market value (but only to the extent of the net amount of previously included income). The mark-to-market election, if properly made, may mitigate certain adverse consequences of PFIC status, but does not eliminate all such consequences (for example, it does not apply to lower-tier PFICs, if any). US Holders should consult their own tax advisors regarding the availability and consequences of making a mark-to-market election.

VI. INFORMATION REPORTING AND BACKUP WITHHOLDING

6.1 Information Reporting

Payments of dividends on, and proceeds from the sale or other taxable disposition of, ADSs made within the United States or through certain US-related financial intermediaries may be subject to information reporting to the IRS under applicable Treasury regulations, unless the US Holder establishes an exemption from such information reporting. Information reporting is not itself a tax, but the information reported to the IRS may be made available to the tax authorities of the country in which a holder resides pursuant to the provisions of an applicable tax treaty or information exchange agreement.

In addition, certain US Holders may be required to report information relating to an interest in ADSs, subject to certain exceptions (including an exception for ADSs held in accounts maintained by certain domestic financial institutions), by filing IRS Form 8938, Statement of Specified Foreign Financial Assets, with their annual US federal income tax returns, pursuant to the Foreign Account Tax Compliance Act ("FATCA"), codified at Sections 1471 through 1474 of the Code, and the Treasury regulations promulgated thereunder. US Holders who fail to report required information could be subject to substantial penalties. US Holders are urged to consult their own tax advisors regarding the application of FATCA and other information reporting obligations to their particular circumstances.

6.2 Backup Withholding

Backup withholding of US federal income tax may apply to payments of dividends on, and proceeds from the sale or other taxable disposition of, ADSs unless the US Holder provides a correct taxpayer identification number and certifies, under penalties of perjury, on a properly completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) that it is not subject to backup withholding, or otherwise establishes an exemption from backup withholding. The current backup withholding rate is 24%.

Backup withholding is not an additional tax. Rather, amounts withheld as backup withholding may be credited against the US Holder's US federal income tax liability for the taxable year in which the withholding occurs. To the extent that amounts withheld as backup withholding exceed the US Holder's US federal income tax liability, a refund may be obtained by filing an appropriate claim for refund with the IRS in a timely manner, provided the required information is furnished to the IRS.

VII. US-GERMANY INCOME TAX TREATY — SUMMARY OF RELEVANT PROVISIONS

The following is a summary of certain provisions of the US-Germany Treaty that are relevant to US Holders of ADSs. This summary is based on the text of the US-Germany Treaty, the accompanying protocol, and the technical explanations published by the US Department of the Treasury. This summary is for general informational purposes only and does not constitute legal advice regarding the interpretation or application of the US-Germany Treaty. US Holders should consult their own tax advisors regarding their eligibility for treaty benefits and the application of the treaty to their particular circumstances.

7.1 Article 10 — Dividends

Under Article 10(2)(b) of the US-Germany Treaty, dividends paid by a company that is a resident of Germany (such as Halcyon) to a resident of the United States who is the beneficial owner of such dividends may be taxed in Germany, but the tax so charged shall not exceed:

(a) 5% of the gross amount of the dividends if the beneficial owner is a company (other than a partnership) that directly owns at least 10% of the voting stock of the company paying the dividends; or

(b) 15% of the gross amount of the dividends in all other cases.

For US Holders of ADSs who hold less than 10% of the total combined voting power of Halcyon, the applicable treaty rate of German withholding tax on dividends is 15%. The treaty rate applies in lieu of the statutory German withholding tax rate of 26.375% (see Section 3.3 above).

The procedures for claiming treaty benefits with respect to German withholding tax on dividend distributions, including the applicable documentation requirements (IRS Form W-8BEN for individuals and IRS Form W-8BEN-E for entities), and the role of Meridian Trust Company, N.A. as Qualified Intermediary, are addressed in further detail in the Treaty Memorandum and the QI Memorandum. US Holders who are unable to claim treaty benefits (whether because they are not eligible under the limitation on benefits provisions of the treaty, because they fail to provide the required documentation, or for any other reason) may be subject to German withholding tax at the full statutory rate.

7.2 Article 13 — Capital Gains

Under Article 13 of the US-Germany Treaty, gains derived by a resident of the United States from the alienation (sale or other disposition) of shares of a company that is a resident of Germany generally are taxable only in the United States, unless certain exceptions apply. The principal exception is that gains from the alienation of shares may be taxed in Germany if more than 50% of the value of such shares is derived, directly or indirectly, from immovable property (unbewegliches Vermögen) situated in Germany.

Based on the composition of the Company's assets as described in the Prospectus, the Officer's Certificate, and the financial statements reviewed by us, it is not expected that the immovable property exception under Article 13 would apply with respect to the ADSs, as the Company's value is derived primarily from its semiconductor manufacturing operations, intellectual property, and other business assets, rather than from immovable property. Accordingly, gains realized by a US Holder on the sale or other disposition of ADSs should generally be taxable only in the United States and should not be subject to German tax. However, this determination is inherently factual, and US Holders should consult their own tax advisors regarding the application of Article 13 to their particular circumstances.

7.3 Limitation on Benefits

The US-Germany Treaty contains a limitation on benefits ("LOB") article (Article 28) that restricts the availability of treaty benefits to certain "qualified persons" and persons that satisfy other specified requirements. A US Holder must independently confirm its eligibility for benefits under the LOB article based on its individual circumstances. In general, US Holders who are individuals who are residents of the United States, or US corporations whose stock is regularly traded on a recognized stock exchange, or certain other qualified persons, should be eligible for treaty benefits. US Holders that are not qualified persons may nonetheless be eligible for treaty benefits if they satisfy the "active trade or business" test or the "derivative benefits" test under the LOB article, or if the competent authority of Germany grants benefits on a discretionary basis. US Holders are urged to consult their own tax advisors regarding their eligibility for treaty benefits under the LOB provisions.

VIII. DEPOSITARY FEE TAX TREATMENT

Under the terms of the Deposit Agreement, ADS holders are required to pay an annual depositary service fee of $0.05 per ADS per annum to Meridian Trust Company, N.A., as Depositary, for services rendered in connection with the administration of the ADS program. This fee will generally constitute a deductible expense for US federal income tax purposes, subject to applicable limitations. For non-corporate US Holders (including individuals), the depositary service fee may be treated as a miscellaneous itemized deduction, the deductibility of which is subject to the limitations imposed by Section 67 of the Code (the 2%-of-adjusted-gross-income floor) and, to the extent applicable, the suspension of miscellaneous itemized deductions under Section 67(g) of the Code (as added by the Tax Cuts and Jobs Act of 2017) for taxable years beginning after December 31, 2017 and before January 1, 2026. For taxable years beginning after December 31, 2025, the deductibility of the depositary service fee as a miscellaneous itemized deduction will depend on whether Congress extends or modifies the suspension under Section 67(g). US Holders are urged to consult their own tax advisors regarding the deductibility of the depositary service fee under their particular circumstances.

IX. MEDICARE CONTRIBUTION TAX

Certain non-corporate US Holders, including individuals, estates, and trusts, are subject to an additional 3.8% Medicare contribution tax (also known as the "net investment income tax") under Section 1411 of the Code. This tax is imposed on the lesser of (i) the US Holder's "net investment income" for the taxable year and (ii) the excess of the US Holder's "modified adjusted gross income" over a threshold amount ($250,000 for married individuals filing jointly, $125,000 for married individuals filing separately, and $200,000 for other individuals). For estates and trusts, the threshold amount is the dollar amount at which the highest income tax bracket applicable to estates and trusts begins for the relevant taxable year (currently $14,450 for taxable year 2025, subject to inflation adjustment).

"Net investment income" for purposes of the Medicare contribution tax generally includes, among other things, gross income from dividends (including dividends on ADSs), interest, rents, royalties, annuities, and net gain from the disposition of property (including capital gains from the sale of ADSs), less certain deductions properly allocable to such income. Accordingly, dividends received by a non-corporate US Holder with respect to ADSs and capital gains recognized by such US Holder on the sale or other taxable disposition of ADSs may be subject to this additional 3.8% tax, depending on the US Holder's overall income and the applicable threshold amount. US Holders are urged to consult their own tax advisors regarding the application of the Medicare contribution tax to their particular circumstances.

X. QUALIFICATIONS, RELIANCE, AND CONSENT

10.1 Qualifications

This opinion is based solely on United States federal income tax law as in effect on the date hereof, including the Code, the Treasury regulations promulgated thereunder, published rulings and administrative pronouncements of the IRS, and judicial decisions, all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. No ruling has been requested from, or issued by, the IRS with respect to any of the matters addressed herein, and there can be no assurance that the IRS will not take a position contrary to the conclusions expressed in this opinion, or that a court would not sustain any such contrary position.

This opinion is limited to the specific matters expressly addressed herein. This opinion does not address any United States federal tax matters other than those relating to income taxes (such as estate, gift, or excise taxes), and does not address any state, local, or non-US tax consequences (except as specifically noted herein with respect to German withholding tax). This opinion is rendered as of the date hereof, and we undertake no obligation to update or supplement this opinion to reflect any changes in law or facts occurring after the date hereof.

This opinion does not constitute a guarantee of any particular tax result, and should not be construed as such. The tax treatment of any particular US Holder will depend on the US Holder's individual facts and circumstances, and US Holders are urged to consult their own tax advisors regarding the US federal, state, local, and non-US tax consequences of the acquisition, ownership, and disposition of ADSs based on their particular circumstances.

10.2 Reliance on Factual Representations

In rendering this opinion, we have relied, without independent verification, on the following:

(a) the Officer's Certificate of Dr. Friedrich Wendt, Vorstandsvorsitzender (Chief Executive Officer), and Katarina Dalmqvist, Finanzvorstand (Chief Financial Officer), dated as of the date hereof, including the representations, warranties, and statements of fact contained therein regarding the Company's income, assets, business operations, intended use of proceeds, subsidiaries, and other matters;

(b) the financial data provided by the Company and audited (FY2023 and FY2024) or reviewed (FY2025) by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Dieter Kaufmann, lead engagement partner) and Blackmere & Whitfield LLP (Graham Templeton, New York), as set forth in the financial statements included in the Registration Statement;

(c) the representations and statements made in the Registration Statement, the Deposit Agreement, and the Underwriting Agreement; and

(d) the analysis and input of Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban, partner) with respect to German tax matters, including German withholding tax rates, solidarity surcharge, and procedures for claiming treaty benefits.

If any of the factual representations, assumptions, or information on which this opinion is based are inaccurate, incomplete, or have changed since the date on which they were provided to us, the conclusions expressed herein could be adversely affected, and this opinion should not be relied upon.

10.3 Consent to Filing and Reliance

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form F-1 (File No. 333-282651) filed by Halcyon Semiconductor Aktiengesellschaft with the Securities and Exchange Commission.

We hereby consent to the reference to our name under the heading "Taxation" and under the heading "Legal Matters" in the Prospectus forming part of the Registration Statement.

In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

This opinion is furnished to you solely for your benefit and solely in connection with the transactions described herein. This opinion may not be relied upon by any other person or for any other purpose without our prior written consent, except as expressly provided herein with respect to the filing of this opinion as an exhibit to the Registration Statement and the reference to our name in the Prospectus.

[Remainder of page intentionally left blank; signature page follows]

SIGNATURE PAGE TO US FEDERAL INCOME TAX OPINION

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Leonard Cross

Title: Partner, Tax

One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: (212) 558-4000

Matter Number: 1032-00003

Date:

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
July 6, 2026
Matter No. 1032-00003
Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich Federal Republic of Germany
Attention: Dr. Friedrich Wendt, Vorstandsvorsitzender (Chief Executive Officer)
Katarina Dalmqvist, Finanzvorstand (Chief Financial Officer)
BY ELECTRONIC MAIL AND INTERNATIONAL COURIER
Copy to:
Westbridge Securities LLC (as representative of the several underwriters named below) 383 Madison Avenue New York, New York 10179
Attention: Equity Capital Markets — Syndicate Desk
Pinnacle Morgan & Co., Inc. 277 Park Avenue New York, New York 10172
Andover Barcliffe Group Inc. 745 Seventh Avenue New York, New York 10019
Northpointe Capital LLC 200 West Street New York, New York 10282
UNITED STATES FEDERAL INCOME TAX OPINION IN CONNECTION WITH THE INITIAL PUBLIC OFFERING OF AMERICAN DEPOSITARY SHARES OF HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
Ladies and Gentlemen:
This opinion is delivered in connection with the Registration Statement on Form F-1 (File No. 333-282651) (the "Registration Statement"), including all amendments and supplements thereto, filed by Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft), with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). This opinion is intended to be filed as an exhibit to the Registration Statement and to serve as the basis for the discussion set forth under the heading "Taxation — United States Federal Income Tax Consequences" in the prospectus forming part of the Registration Statement (the "Prospectus"). The definitions and conventions used in the Prospectus are used herein unless otherwise defined.
I. INTRODUCTION AND BASIS OF OPINION
1.1 Engagement and Scope
Calderwood & Harkness LLP ("we," "us," "C&H," or the "Firm") has acted as United States securities and tax counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," or the "Issuer"), a German stock corporation (Aktiengesellschaft) organized and existing under the laws of the Federal Republic of Germany, registered under commercial register number HRB 217458 at the Amtsgericht (Local Court) München, in connection with the proposed initial public offering in the United States (the "Offering") of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company (the "Ordinary Shares"). We have been asked to render this opinion regarding certain United States federal income tax consequences of the acquisition, ownership, and disposition of ADSs by US Holders (as defined in Section 1.4 below) who acquire ADSs in the Offering or on the secondary market.
The ADSs are to be issued by Meridian Trust Company, National Association, a national banking association organized under the laws of the United States (the "Depositary"), pursuant to a deposit agreement to be entered into among the Company, the Depositary, and all holders and beneficial owners of ADSs from time to time (the "Deposit Agreement"). The ADSs are to be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN."
The Offering contemplates the sale by the Company and certain selling shareholders (including Rheintal Industrieholding GmbH and Kestrel Capital Partners AG) of up to 45,000,000 ADSs (representing 90,000,000 Ordinary Shares), including up to 5,869,565 ADSs that may be sold upon exercise of the underwriters' option to purchase additional ADSs, at a public offering price of $15.50 per ADS, resulting in estimated aggregate gross proceeds of approximately $697,500,000 (or approximately $788,478,507.50 if the underwriters' option is exercised in full) and estimated aggregate net proceeds to the Company and the selling shareholders, after underwriting discounts and commissions and estimated offering expenses, of approximately $607,950,000.
1.2 Documents Reviewed
In connection with the preparation of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
(a) the Registration Statement on Form F-1 (File No. 333-282651), including all amendments thereto through Amendment No. 3, filed with the SEC on or prior to the date hereof, together with the Prospectus and all exhibits and schedules thereto;
(b) the draft Deposit Agreement, dated as of the date hereof, among Halcyon Semiconductor Aktiengesellschaft, Meridian Trust Company, National Association, as Depositary, and all holders and beneficial owners of ADSs from time to time;
(c) the draft Underwriting Agreement, dated as of the date hereof, among Halcyon Semiconductor Aktiengesellschaft, Rheintal Industrieholding GmbH, Kestrel Capital Partners AG, and the several underwriters named therein, with Westbridge Securities LLC acting as representative of the several underwriters (the "Underwriting Agreement");
(d) the Company's Satzung (Articles of Association), as most recently amended and restated, certified by the Company as being complete and accurate as of the date hereof;
(e) the audited consolidated financial statements of the Company prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") for the fiscal years ended December 31, 2023 ("FY2023") and December 31, 2024 ("FY2024"), together with the independent auditor's reports thereon, as prepared and audited by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, Munich, Germany (Dieter Kaufmann, Wirtschaftsprüfer, lead engagement partner), and reviewed by Blackmere & Whitfield LLP, New York, New York (Graham Templeton, partner);
(f) the unaudited condensed consolidated financial statements of the Company for the fiscal year ended December 31, 2025 ("FY2025"), as prepared by the Company and reviewed by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft and Blackmere & Whitfield LLP;
(g) the memorandum entitled "PFIC Analysis — Halcyon Semiconductor AG — FY2023, FY2024, and FY2025" prepared by Leonard Cross, Partner, Tax, of Calderwood & Harkness LLP, dated June 15, 2026 (the "PFIC Memorandum");
(h) the officer's certificate of Dr. Friedrich Wendt, Vorstandsvorsitzender (Chief Executive Officer), and Katarina Dalmqvist, Finanzvorstand (Chief Financial Officer), dated as of the date hereof (the "Officer's Certificate"), regarding the Company's income, assets, business operations, intended use of proceeds, and other matters relevant to the analysis set forth herein;
(i) the memorandum entitled "US/German Tax Treaty Implications for ADS Holders — Halcyon Semiconductor AG" prepared by Leonard Cross, Partner, Tax, of Calderwood & Harkness LLP, dated June 20, 2026 (the "Treaty Memorandum");
(j) the memorandum entitled "Qualified Intermediary Analysis — Meridian Trust Company, N.A." prepared by Leonard Cross, Partner, Tax, of Calderwood & Harkness LLP, dated June 22, 2026 (the "QI Memorandum");
(k) input received from Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB, Munich, Germany (Dr. Christoph Maurelban, partner), regarding certain aspects of German tax law, including German withholding tax (Kapitalertragsteuer), the solidarity surcharge (Solidaritätszuschlag), and applicable procedural requirements for claiming reduced withholding under the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes, signed on August 29, 1989, as amended by the protocol signed on June 1, 2006 (the "US-Germany Treaty"); and
(l) such other documents, certificates, records, instruments, and matters of fact and law as we have deemed necessary or advisable for the purpose of rendering this opinion.
1.3 Assumptions and Limitations
In rendering this opinion, we have assumed and relied upon the following, without independent investigation or verification:
(a) Limitation to US Federal Income Tax. This opinion is limited exclusively to matters of United States federal income tax law. Except as specifically noted herein with respect to German withholding tax under the US-Germany Treaty (and then only to the extent that such German withholding tax bears upon the US federal income tax analysis, including the availability of foreign tax credits), this opinion does not address the tax consequences arising under the laws of any state or locality within the United States, or under the laws of any foreign jurisdiction, including the Federal Republic of Germany, or under any US federal tax provisions other than those relating to income taxes (such as estate or gift taxes). US Holders are urged to consult their own tax advisors regarding the application of state, local, and non-US tax laws to their particular circumstances.
(b) Reliance on Representations. We have relied, without independent verification, on the accuracy and completeness of the representations, warranties, and statements of fact contained in the Officer's Certificate executed by Dr. Friedrich Wendt and Katarina Dalmqvist, the factual information provided by the Company and its officers, directors, employees, and agents, and the representations made in the Registration Statement, the Deposit Agreement, the Underwriting Agreement, and the other documents listed in Section 1.2 above. We have assumed that all such representations and statements are and will remain true and correct in all material respects.
(c) Current Law. This opinion is based on the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations promulgated thereunder (including proposed, temporary, and final regulations), published rulings, revenue procedures, notices, and other administrative pronouncements of the Internal Revenue Service (the "IRS"), and judicial decisions of courts of competent jurisdiction, in each case as in effect on the date hereof. All of the foregoing authorities are subject to change or differing interpretations at any time, possibly with retroactive effect. No assurance can be given that any such change or differing interpretation will not occur, and any such change or differing interpretation could affect the validity of the conclusions expressed herein.
(d) Execution and Consummation. We have assumed that the Deposit Agreement will be duly executed and delivered in substantially the form reviewed by us, that the transactions contemplated by the Registration Statement and the Underwriting Agreement will be consummated in accordance with their terms without waiver or modification of any material provision thereof, and that the parties thereto will comply with all of their respective obligations thereunder.
(e) Excluded Holders. This opinion does not address the US federal income tax consequences to holders of ADSs who are subject to special treatment under the Code, including, without limitation: (i) banks, thrifts, and other financial institutions; (ii) insurance companies; (iii) tax-exempt organizations (including organizations described in Section 501(a) of the Code and individual retirement accounts or other tax-deferred accounts); (iv) regulated investment companies and real estate investment trusts; (v) dealers in securities, commodities, or currencies; (vi) traders in securities that elect the mark-to-market method of accounting; (vii) persons holding ADSs as part of a "straddle," "hedge," "conversion transaction," "synthetic security," or other integrated investment; (viii) persons whose "functional currency" (within the meaning of Section 985 of the Code) is not the US dollar; (ix) persons who own (directly, indirectly, or constructively, including through ADSs) 10% or more of the total combined voting power or total value of all classes of stock of Halcyon; (x) certain US expatriates and former long-term residents of the United States; (xi) persons who acquired their ADSs through the exercise of employee stock options or otherwise as compensation; and (xii) partnerships or other pass-through entities for US federal income tax purposes, or investors therein.
(f) German Law Matters. We are not admitted to practice law in the Federal Republic of Germany, and this opinion does not purport to address any matters of German law. We have consulted with Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban, partner) with respect to certain German tax matters, and our discussion of German withholding tax herein is based on their input. We express no independent opinion on German tax law except to the extent we summarize the German withholding tax regime as it affects the US federal income tax analysis (including the availability of foreign tax credits and the reduced treaty rate).
1.4 Definition of "US Holder"
As used in this opinion, the term "US Holder" means a beneficial owner of ADSs who is, for US federal income tax purposes:
(i) a citizen or individual resident of the United States (as determined under Section 7701(b) of the Code);
(ii) a corporation (or other entity taxable as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
(iii) an estate the income of which is subject to US federal income taxation regardless of its source; or
(iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable Treasury regulations to be treated as a United States person.
If a partnership (including any entity or arrangement treated as a partnership for US federal income tax purposes) holds ADSs, the US federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding ADSs is urged to consult its own tax advisor regarding the US federal income tax consequences applicable to it.
II. TREATMENT OF ADSs — GENERAL
2.1 ADSs as Equity for US Federal Income Tax Purposes
For US federal income tax purposes, a holder of ADSs will generally be treated as the beneficial owner of the underlying Ordinary Shares of the Company represented by such ADSs. This treatment is consistent with longstanding IRS guidance, including Revenue Ruling 58-135, 1958-1 C.B. 254, and subsequent administrative pronouncements and judicial authority confirming that holders of American Depositary Receipts are treated, for US federal income tax purposes, as owners of the underlying foreign shares represented thereby.
Each ADS represents two (2) Ordinary Shares (Stammaktien), no par value (Stückaktien), of the Company. References in this opinion to ADSs include, where the context so requires, the Ordinary Shares represented by such ADSs. All US federal income tax consequences discussed herein with respect to distributions on, and dispositions of, ADSs apply equally to the Ordinary Shares represented by such ADSs.
Accordingly, deposits of Ordinary Shares with the Depositary in exchange for ADSs, and withdrawals of Ordinary Shares upon surrender of ADSs to the Depositary, will generally not be subject to US federal income tax, as discussed further in Section 2.2 below.
2.2 Characterization of the Deposit and Withdrawal
The deposit of Ordinary Shares with the Depositary (Meridian Trust Company, N.A.) in exchange for ADSs, and the surrender of ADSs to the Depositary in exchange for the underlying Ordinary Shares, will not constitute a taxable exchange for US federal income tax purposes. Because the holder of ADSs is treated as the owner of the underlying Ordinary Shares, the exchange of Ordinary Shares for ADSs (and vice versa) does not result in a change of beneficial ownership for US federal income tax purposes and, therefore, does not give rise to a realization event.
A US Holder's tax basis in the ADSs received upon deposit of Ordinary Shares will be the same as the US Holder's adjusted tax basis in the Ordinary Shares deposited. Similarly, a US Holder's holding period for ADSs received upon deposit will include the holding period for the Ordinary Shares deposited. Upon withdrawal of Ordinary Shares in exchange for the surrender of ADSs, a US Holder's tax basis in the Ordinary Shares received will be the same as the US Holder's adjusted tax basis in the ADSs surrendered, and the holding period for the Ordinary Shares will include the holding period for the ADSs.
III. DISTRIBUTIONS ON ADSs
3.1 Characterization of Distributions
Distributions of cash or other property received by a US Holder with respect to ADSs (including the amount of any German taxes withheld therefrom, as discussed in Section 3.3 below) will generally be treated as dividends to the extent paid out of the Company's current or accumulated earnings and profits, as determined under US federal income tax principles. The amount of any distribution will be equal to the fair market value of the property distributed (or the amount of cash distributed), including the amount of any German taxes withheld.
Because the Company maintains its books and records in euros and prepares its consolidated financial statements in accordance with IFRS as adopted by the European Union, the Company's earnings and profits for US federal income tax purposes may differ, potentially materially, from the amounts reported in the Company's IFRS financial statements. Differences between IFRS and US federal income tax principles may arise, among other things, from differing rules regarding revenue recognition, depreciation and amortization, inventory accounting, stock-based compensation, foreign currency translation, and the treatment of certain research and development expenditures.
Halcyon does not intend to calculate its earnings and profits in accordance with US federal income tax principles. Accordingly, US Holders should expect that distributions made by the Company will generally be reported as dividends for US federal income tax purposes. If the amount of a distribution exceeds the Company's current and accumulated earnings and profits (as determined under US federal income tax principles), the excess will be treated first as a non-taxable return of capital to the extent of the US Holder's adjusted tax basis in its ADSs, thereby reducing such adjusted tax basis (but not below zero), and thereafter as capital gain from the sale or exchange of a capital asset, which will be long-term capital gain if the US Holder has held the ADSs for more than one year as of the date of the distribution.
3.2 Foreign Currency Considerations
Distributions on the ADSs will generally be paid in euros and converted to US dollars by the Depositary prior to distribution to ADS holders. To the extent a distribution is paid in euros, the amount of the distribution includible in the gross income of a US Holder will be the US dollar value of the euro payment, calculated by reference to the spot exchange rate in effect on the date of receipt of the distribution by the Depositary (regardless of whether the euros are in fact converted into US dollars on such date). If the Depositary receives a euro distribution and converts it into US dollars on a date other than the date of receipt, a US Holder may recognize foreign currency gain or loss on the conversion. For reference purposes, the spot exchange rate as of January 10, 2026, was approximately €1.00 = $1.078, although this rate is subject to significant fluctuation.
A US Holder who receives a distribution in euros and does not convert such euros into US dollars on the date of receipt will have a tax basis in the euros equal to the US dollar value of the euros on the date of receipt. Any gain or loss recognized upon the subsequent conversion of such euros into US dollars (or upon the disposition of such euros) will generally be treated as ordinary income or loss from US sources.
3.3 German Withholding Tax
Based on input received from Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban, partner), distributions on the Ordinary Shares underlying the ADSs will generally be subject to German withholding tax (Kapitalertragsteuer) at a statutory rate of 26.375%, which consists of the base capital gains withholding tax (Kapitalertragsteuer) of 25% plus a solidarity surcharge (Solidaritätszuschlag) of 5.5% on the Kapitalertragsteuer amount (i.e., 5.5% × 25% = 1.375%, for a combined rate of 26.375%).
Under Article 10(2)(b) of the US-Germany Treaty, the rate of German withholding tax on dividends paid by a German resident company to a resident of the United States who is the beneficial owner of such dividends and who is eligible for treaty benefits may be reduced to 15% of the gross amount of the dividends (or to 5% of the gross amount of the dividends in the case of a company that directly owns at least 10% of the voting stock of the payor company). For US Holders of ADSs who hold less than 10% of the total combined voting power of the Company, the applicable reduced treaty rate is 15%.
Meridian Trust Company, N.A., as Depositary, is expected to act in its capacity as a Qualified Intermediary ("QI") within the meaning of Treasury Regulation Section 1.1441-1(e)(5) for purposes of facilitating the claim of reduced withholding rates on distributions made to US Holders under the US-Germany Treaty. In order to claim the reduced 15% treaty rate, a US Holder must provide the Depositary (or the US Holder's broker or other intermediary) with a properly completed IRS Form W-8BEN (for individuals) or IRS Form W-8BEN-E (for entities), together with any additional documentation that may be required by the German tax authorities or the Depositary. A US Holder who fails to provide the required documentation may be subject to German withholding tax at the full statutory rate of 26.375%.
A US Holder that is eligible for benefits under the US-Germany Treaty and provides the required documentation to the Depositary should generally be subject to German withholding tax at the 15% reduced treaty rate rather than the 26.375% statutory rate. A US Holder that has been subject to withholding at the full statutory rate may, subject to applicable procedural requirements under German law (including the filing of a refund application with the German Federal Central Tax Office (Bundeszentralamt für Steuern)), be eligible for a refund of the excess withholding (i.e., the difference between the 26.375% statutory rate and the 15% treaty rate).
3.4 Foreign Tax Credit
Subject to applicable limitations and conditions (including the minimum holding period requirements under Section 901(k) of the Code and the general limitations under Section 904 of the Code), a US Holder may elect to claim a credit against its US federal income tax liability for the amount of German withholding tax imposed on dividend distributions with respect to the ADSs. Alternatively, the US Holder may elect to deduct such German withholding tax in computing its taxable income for US federal income tax purposes, but only for a taxable year in which the US Holder elects to deduct, rather than credit, all creditable foreign income taxes.
For purposes of the foreign tax credit limitations under Section 904 of the Code, dividends paid on the ADSs will generally constitute "foreign source" income. Subject to certain exceptions, such dividends will generally be categorized as "passive category income" for purposes of computing the foreign tax credit limitation, or, in the case of certain US Holders, as "general category income." The limitation on foreign tax credits is calculated separately with respect to each category of income, and the amount of foreign tax credits that may be claimed in any taxable year is subject to complex limitations that take into account the US Holder's overall foreign source income, foreign taxes paid or accrued, and other factors.
The rules governing foreign tax credits are exceedingly complex, and the availability and amount of any foreign tax credit will depend on each US Holder's particular facts and circumstances. US Holders are strongly urged to consult their own tax advisors regarding the availability of foreign tax credits and the application of the foreign tax credit limitation rules under their particular circumstances.
3.5 Qualified Dividend Income
Subject to certain holding period and other requirements, dividends received by certain non-corporate US Holders (including individuals) from a "qualified foreign corporation" may be eligible for the reduced rates of US federal income taxation applicable to "qualified dividend income" under Section 1(h)(11) of the Code. Under current law, qualified dividend income received by non-corporate US Holders is generally taxable at long-term capital gains rates, which are currently 0%, 15%, or 20%, depending on the US Holder's taxable income level.
A foreign corporation is a "qualified foreign corporation" if, among other things, (i) it is eligible for the benefits of a comprehensive income tax treaty with the United States that the Secretary of the Treasury determines is satisfactory for purposes of Section 1(h)(11) of the Code and that includes an exchange of information program, or (ii) its stock (or ADSs with respect to such stock) is readily tradable on an established securities market in the United States. The US-Germany Treaty satisfies the requirements of clause (i), and the Company's ADSs are expected to be listed and traded on the Nasdaq Global Select Market, satisfying the requirements of clause (ii). Accordingly, dividends paid by Halcyon on the ADSs should generally be eligible for the reduced rates of taxation applicable to qualified dividend income, provided that:
(i) Halcyon is not treated as a passive foreign investment company ("PFIC") for the taxable year in which the dividend is paid or the preceding taxable year (see Section V below for a discussion of the PFIC analysis);
(ii) the US Holder satisfies the applicable holding period requirements (generally, the US Holder must hold the ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date); and
(iii) the US Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property.
The reduced rate of taxation applicable to qualified dividend income is not available to corporate US Holders. In addition, dividends received by corporate US Holders from Halcyon will not be eligible for the dividends-received deduction under Sections 243 or 245 of the Code, as Halcyon is not a domestic corporation and does not earn a specified percentage of its income from US sources.
US Holders are urged to consult their own tax advisors regarding the availability of the reduced rate of taxation applicable to qualified dividend income based on their particular circumstances.
IV. SALE, EXCHANGE, OR OTHER TAXABLE DISPOSITION OF ADSs
4.1 Recognition of Gain or Loss
A US Holder will generally recognize capital gain or loss upon the sale, exchange, retirement, redemption, or other taxable disposition of ADSs in an amount equal to the difference, if any, between (i) the amount realized on such disposition (expressed in US dollars) and (ii) the US Holder's adjusted tax basis in such ADSs (expressed in US dollars). A US Holder's initial tax basis in ADSs acquired in the Offering will generally be the US dollar cost of such ADSs (i.e., the public offering price of $15.50 per ADS, in the case of ADSs acquired at the initial public offering price).
Such gain or loss will generally be long-term capital gain or loss if the US Holder's holding period for the ADSs exceeds one year as of the date of disposition. Long-term capital gains of non-corporate US Holders (including individuals) are currently eligible for reduced rates of US federal income taxation (currently 0%, 15%, or 20%, depending on the US Holder's taxable income level). The deductibility of capital losses is subject to significant limitations under the Code. Specifically, capital losses of non-corporate US Holders may only be deducted against capital gains plus up to $3,000 of ordinary income per taxable year (or $1,500 in the case of a married individual filing separately). Capital losses of corporate US Holders may only be deducted against capital gains. Unused capital losses may generally be carried forward to subsequent taxable years, subject to applicable limitations.
4.2 Foreign Source / US Source of Gain or Loss
Gain or loss recognized by a US Holder on the sale or other taxable disposition of ADSs will generally be treated as US source gain or loss for purposes of the foreign tax credit limitation under Section 904 of the Code. This characterization may limit the ability of a US Holder to utilize foreign tax credits arising from any German tax imposed on such gain.
If German tax is imposed on any gain from the sale or other disposition of ADSs (which, under Article 13 of the US-Germany Treaty, generally should not occur — see Section 7.2 below), a US Holder may not be able to utilize a foreign tax credit for such German tax against the US Holder's US federal income tax liability on such gain (because the gain would generally be treated as US source income) unless the US Holder has sufficient foreign source income from other sources in the applicable foreign tax credit limitation category against which such credit may be applied, or unless the US Holder makes an applicable election under the US-Germany Treaty to treat the gain as foreign source income. US Holders are urged to consult their own tax advisors regarding the foreign tax credit implications of any German tax imposed on gains from the disposition of ADSs.
4.3 Foreign Currency Gain or Loss
If a US Holder sells ADSs for a currency other than US dollars, the amount realized on the sale will be the US dollar value of the foreign currency received, determined at the spot exchange rate on the date of sale. However, if the ADSs are traded on an "established securities market" (as defined in the applicable Treasury regulations), a cash-basis US Holder (or an accrual-basis US Holder who so elects) will determine the US dollar value of the foreign currency received by reference to the spot exchange rate on the settlement date of the sale. An accrual-basis US Holder who makes this election must apply it consistently to all sales of stock or securities traded on an established securities market during the taxable year and cannot change such election without the consent of the IRS.
Any foreign currency gain or loss realized by a US Holder on the subsequent conversion of foreign currency received upon the sale of ADSs into US dollars (or upon the disposition of such foreign currency) will generally be treated as ordinary income or loss from US sources. Such foreign currency gain or loss will generally equal the difference between the US dollar value of the foreign currency on the date of sale (or, if applicable, the settlement date) and the US dollar value of the foreign currency on the date of conversion.
V. PASSIVE FOREIGN INVESTMENT COMPANY (PFIC) ANALYSIS
5.1 PFIC Rules — General
The application of the PFIC rules under Sections 1291 through 1298 of the Code is of particular importance to US Holders of shares in non-US corporations, including US Holders of ADSs of Halcyon. If Halcyon were classified as a PFIC for any taxable year during which a US Holder held ADSs, certain adverse US federal income tax consequences could apply to such US Holder, as described in Section 5.5 below.
A non-US corporation will be classified as a PFIC for any taxable year in which either:
(i) Income Test: 75% or more of its gross income for the taxable year is "passive income"; or
(ii) Asset Test: 50% or more of the average percentage of its assets (determined on a quarterly basis, measured by fair market value or, at the corporation's election, by adjusted tax basis) during the taxable year produce, or are held for the production of, passive income.
For purposes of the PFIC rules, "passive income" generally includes dividends, interest, rents, royalties, annuities, and net gains from the sale or exchange of property that produces passive income, subject to certain exceptions. Rents and royalties derived in the active conduct of a trade or business and received from unrelated persons are generally excluded from the definition of passive income. In addition, for purposes of the PFIC tests, income and assets of a non-US corporation's subsidiaries in which it owns, directly or indirectly, at least 25% of the value of the stock (a "25%-or-more owned subsidiary") are attributed to the parent corporation on a proportionate basis (the "look-through rule").
The PFIC rules apply on an annual basis, and a corporation's PFIC status is determined each year based on the composition of its income and assets for that year. A corporation may be a PFIC in one taxable year and not a PFIC in another taxable year. Moreover, once a corporation is classified as a PFIC with respect to a particular US Holder, it will generally continue to be treated as a PFIC with respect to that US Holder for all subsequent taxable years in which the US Holder holds (or is deemed to hold) stock of the corporation, unless certain elections are made, even if the corporation subsequently ceases to satisfy the income test or the asset test.
5.2 Application to Halcyon — Income Test
We have analyzed the composition of Halcyon's gross income for FY2023, FY2024, and FY2025, based on the audited financial statements of the Company for FY2023 and FY2024, the unaudited financial statements for FY2025, the PFIC Memorandum, and the Officer's Certificate.
Halcyon's revenue is derived overwhelmingly from the design, manufacture, testing, and sale of advanced power semiconductor devices, including silicon carbide ("SiC") and gallium nitride ("GaN") chips and modules, for end markets in the automotive, industrial, and renewable energy sectors. This revenue constitutes active business income for purposes of the PFIC income test. The Company's reported revenue for the relevant periods is as follows:
•  FY2025 (unaudited): €3,820 million
•  FY2024 (audited): €3,508 million
•  FY2023 (audited): €3,214 million
Less than 25% of Halcyon's gross income in each of FY2023, FY2024, and FY2025 constituted "passive income" within the meaning of Section 1297(b) of the Code. Interest income earned on the Company's cash and cash equivalents and short-term investments — which is the primary source of passive income — represented a small fraction of the Company's total gross income in each period. Specifically, the Company maintained the following balances of cash and cash equivalents:
•  FY2025: €740 million
•  FY2024: €610 million
•  FY2023: €520 million
Even assuming a yield on such balances at or near prevailing euro-denominated interest rates during the relevant periods, the resulting interest income constituted well below the 75% threshold for passive income in each year. The Company's other sources of income — including licensing revenues from cross-licensing arrangements with third-party semiconductor manufacturers and revenues from engineering services — were determined, based on the facts and circumstances, to constitute active business income rather than passive income.
Conclusion: Halcyon satisfies the income test for non-PFIC status in each of FY2023, FY2024, and FY2025.
5.3 Application to Halcyon — Asset Test
We have analyzed the composition of Halcyon's assets for FY2023, FY2024, and FY2025, based on the audited and unaudited financial statements, the PFIC Memorandum, and the Officer's Certificate. The Company's total assets (determined under IFRS, with appropriate adjustments for purposes of the PFIC analysis) for the relevant periods were as follows:
•  FY2025: €7,450 million
•  FY2024: €6,820 million
•  FY2023: €6,310 million
The substantial majority of Halcyon's assets in each period consisted of active business assets, including:
(a) manufacturing facilities, including the Company's primary fabrication facility ("Fab 1") in Augsburg, Germany, the newly operational second fabrication facility ("Fab 2") in Reutlingen, Germany, and the third fabrication facility ("Fab 3") currently under construction in Dresden, Germany;
(b) intellectual property assets, including an extensive portfolio of patents and patent applications relating to SiC and GaN semiconductor technology, power module design, and advanced packaging techniques;
(c) manufacturing equipment, including chemical vapor deposition systems, photolithography equipment, ion implantation tools, wafer testing and sorting equipment, and related capital assets;
(d) inventory, including raw materials (SiC and GaN substrates, specialty chemicals, and packaging materials), work-in-process, and finished goods; and
(e) trade accounts receivable arising from the Company's active business operations.
All of the foregoing assets are properly classified as active business assets for purposes of the PFIC asset test.
Cash and cash equivalents and short-term investments, while present in material amounts (€740 million in FY2025, as noted above), represented less than 50% of the Company's average total assets (measured quarterly by fair market value) in each of FY2023, FY2024, and FY2025. Although cash and short-term investments are generally treated as passive assets for purposes of the PFIC asset test, the look-through rule for 25%-or-more owned subsidiaries (under Section 1297(c) of the Code) and the active business characterization of the overwhelming majority of the Company's remaining asset base ensure that the 50% threshold for passive assets was not triggered in any of the analyzed years.
We note that, following the consummation of the Offering, the infusion of net proceeds of approximately $607,950,000 (or approximately €564 million at current exchange rates) may temporarily increase the ratio of cash and liquid assets to total assets on the Company's balance sheet. However, based on the representations contained in the Officer's Certificate and the intended use of proceeds described in the Prospectus, the Company intends to deploy such proceeds into active business assets within a reasonable period, as follows:
•  Fab 3 expansion (Dresden): approximately $280 million
•  Research and development: approximately $140 million
•  Repayment of outstanding indebtedness under the Company's revolving credit facility: approximately $100 million
•  Working capital and general corporate purposes: approximately $87.95 million
The timely deployment of IPO proceeds into the foregoing active business purposes is expected to mitigate any temporary increase in the passive asset ratio. Moreover, even if the full amount of net proceeds were treated as passive assets in the quarter in which they are received, the resulting passive asset ratio (calculated on a quarterly average basis for the full fiscal year) would not be expected to exceed the 50% threshold, based on the Company's projected total asset base.
Conclusion: Halcyon satisfies the asset test for non-PFIC status in each of FY2023, FY2024, and FY2025.
5.4 Overall PFIC Conclusion
Based on the foregoing analysis, including our reliance on the representations contained in the Officer's Certificate of Dr. Friedrich Wendt and Katarina Dalmqvist, the financial data reviewed by us (as audited or reviewed by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft and Blackmere & Whitfield LLP), and the analysis set forth in the PFIC Memorandum, it is the opinion of Leonard Cross, Specialist Partner, Tax, of Calderwood & Harkness LLP, that Halcyon was not a PFIC for FY2023, FY2024, or FY2025, and, based on current projections and the Company's intended business plan and use of proceeds as described in the Prospectus and the Officer's Certificate, Halcyon does not expect to be a PFIC for its current taxable year (FY2026) or the foreseeable future.
Caveat. Notwithstanding the foregoing, US Holders should be aware that PFIC status is a factual determination that must be made annually and that depends on the composition of a company's income and assets, both of which can change from year to year. The determination of PFIC status involves the application of complex rules to facts and circumstances that may be difficult to predict. Changes in the Company's business, the composition of its income or assets, the fair market values of its assets (including the effect of fluctuations in exchange rates), or applicable law could cause the Company to be classified as a PFIC in a future taxable year. There can be no assurance that the IRS will not challenge the conclusion expressed herein, or that a court would sustain such conclusion if challenged, or that Halcyon will not be classified as a PFIC in any future taxable year. US Holders are strongly urged to consult their own tax advisors regarding the PFIC rules and the consequences of PFIC status, including the advisability of making any protective elections.
5.5 Consequences if Halcyon Were a PFIC
If Halcyon were classified as a PFIC for any taxable year during which a US Holder held ADSs, and the US Holder had not made a timely QEF election or mark-to-market election (each as described below), the US Holder would be subject to the adverse tax consequences described in Section 1291 of the Code with respect to:
(a) any "excess distribution" received by the US Holder from Halcyon (generally, any distribution in a taxable year that exceeds 125% of the average annual distributions received by the US Holder during the three preceding taxable years, or the US Holder's holding period, if shorter); and
(b) any gain recognized by the US Holder on the sale or other taxable disposition of ADSs.
Under the "excess distribution" regime of Section 1291, the excess distribution or gain would be allocated ratably over the US Holder's holding period for the ADSs. The amounts allocated to the current taxable year and to any year prior to the first year in which Halcyon was classified as a PFIC would be treated as ordinary income. The amounts allocated to each other taxable year would be taxed at the highest rate of tax in effect for that year for the applicable class of taxpayer (individual or corporate), and an interest charge at the rate applicable to underpayments of tax would be imposed on the tax attributable to each such year. The burden of the PFIC excess distribution regime can be significant, as it effectively eliminates the benefit of the time value of money with respect to the deferred tax.
Qualified Electing Fund (QEF) Election. Under Section 1295 of the Code, a US Holder may make a "qualified electing fund" election with respect to a PFIC, which would require the US Holder to include in income annually, for each taxable year of the PFIC, the US Holder's pro rata share of the PFIC's ordinary earnings and net capital gain, regardless of whether any distributions are actually made. A QEF election can mitigate the adverse consequences of the excess distribution regime, but requires the PFIC to provide certain information to its shareholders (generally, an annual PFIC information statement). Halcyon does not presently intend to provide the information necessary for US Holders to make a QEF election. Accordingly, a QEF election may not be available to US Holders.
Mark-to-Market Election. Under Section 1296 of the Code, a US Holder may make a "mark-to-market" election with respect to ADSs if the ADSs are "marketable stock" (generally, stock that is regularly traded on a qualified exchange or other market, as defined in applicable Treasury regulations). If the ADSs are listed on the Nasdaq Global Select Market, they should generally be treated as "marketable stock" for purposes of the mark-to-market election. A US Holder who makes a valid mark-to-market election would include in ordinary income for each taxable year an amount equal to the excess, if any, of the fair market value of the ADSs at the close of the taxable year over the US Holder's adjusted tax basis in such ADSs, or would be allowed an ordinary loss deduction for the excess, if any, of the adjusted tax basis over the fair market value (but only to the extent of the net amount of previously included income). The mark-to-market election, if properly made, may mitigate certain adverse consequences of PFIC status, but does not eliminate all such consequences (for example, it does not apply to lower-tier PFICs, if any). US Holders should consult their own tax advisors regarding the availability and consequences of making a mark-to-market election.
VI. INFORMATION REPORTING AND BACKUP WITHHOLDING
6.1 Information Reporting
Payments of dividends on, and proceeds from the sale or other taxable disposition of, ADSs made within the United States or through certain US-related financial intermediaries may be subject to information reporting to the IRS under applicable Treasury regulations, unless the US Holder establishes an exemption from such information reporting. Information reporting is not itself a tax, but the information reported to the IRS may be made available to the tax authorities of the country in which a holder resides pursuant to the provisions of an applicable tax treaty or information exchange agreement.
In addition, certain US Holders may be required to report information relating to an interest in ADSs, subject to certain exceptions (including an exception for ADSs held in accounts maintained by certain domestic financial institutions), by filing IRS Form 8938, Statement of Specified Foreign Financial Assets, with their annual US federal income tax returns, pursuant to the Foreign Account Tax Compliance Act ("FATCA"), codified at Sections 1471 through 1474 of the Code, and the Treasury regulations promulgated thereunder. US Holders who fail to report required information could be subject to substantial penalties. US Holders are urged to consult their own tax advisors regarding the application of FATCA and other information reporting obligations to their particular circumstances.
6.2 Backup Withholding
Backup withholding of US federal income tax may apply to payments of dividends on, and proceeds from the sale or other taxable disposition of, ADSs unless the US Holder provides a correct taxpayer identification number and certifies, under penalties of perjury, on a properly completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) that it is not subject to backup withholding, or otherwise establishes an exemption from backup withholding. The current backup withholding rate is 24%.
Backup withholding is not an additional tax. Rather, amounts withheld as backup withholding may be credited against the US Holder's US federal income tax liability for the taxable year in which the withholding occurs. To the extent that amounts withheld as backup withholding exceed the US Holder's US federal income tax liability, a refund may be obtained by filing an appropriate claim for refund with the IRS in a timely manner, provided the required information is furnished to the IRS.
VII. US-GERMANY INCOME TAX TREATY — SUMMARY OF RELEVANT PROVISIONS
The following is a summary of certain provisions of the US-Germany Treaty that are relevant to US Holders of ADSs. This summary is based on the text of the US-Germany Treaty, the accompanying protocol, and the technical explanations published by the US Department of the Treasury. This summary is for general informational purposes only and does not constitute legal advice regarding the interpretation or application of the US-Germany Treaty. US Holders should consult their own tax advisors regarding their eligibility for treaty benefits and the application of the treaty to their particular circumstances.
7.1 Article 10 — Dividends
Under Article 10(2)(b) of the US-Germany Treaty, dividends paid by a company that is a resident of Germany (such as Halcyon) to a resident of the United States who is the beneficial owner of such dividends may be taxed in Germany, but the tax so charged shall not exceed:
(a) 5% of the gross amount of the dividends if the beneficial owner is a company (other than a partnership) that directly owns at least 10% of the voting stock of the company paying the dividends; or
(b) 15% of the gross amount of the dividends in all other cases.
For US Holders of ADSs who hold less than 10% of the total combined voting power of Halcyon, the applicable treaty rate of German withholding tax on dividends is 15%. The treaty rate applies in lieu of the statutory German withholding tax rate of 26.375% (see Section 3.3 above).
The procedures for claiming treaty benefits with respect to German withholding tax on dividend distributions, including the applicable documentation requirements (IRS Form W-8BEN for individuals and IRS Form W-8BEN-E for entities), and the role of Meridian Trust Company, N.A. as Qualified Intermediary, are addressed in further detail in the Treaty Memorandum and the QI Memorandum. US Holders who are unable to claim treaty benefits (whether because they are not eligible under the limitation on benefits provisions of the treaty, because they fail to provide the required documentation, or for any other reason) may be subject to German withholding tax at the full statutory rate.
7.2 Article 13 — Capital Gains
Under Article 13 of the US-Germany Treaty, gains derived by a resident of the United States from the alienation (sale or other disposition) of shares of a company that is a resident of Germany generally are taxable only in the United States, unless certain exceptions apply. The principal exception is that gains from the alienation of shares may be taxed in Germany if more than 50% of the value of such shares is derived, directly or indirectly, from immovable property (unbewegliches Vermögen) situated in Germany.
Based on the composition of the Company's assets as described in the Prospectus, the Officer's Certificate, and the financial statements reviewed by us, it is not expected that the immovable property exception under Article 13 would apply with respect to the ADSs, as the Company's value is derived primarily from its semiconductor manufacturing operations, intellectual property, and other business assets, rather than from immovable property. Accordingly, gains realized by a US Holder on the sale or other disposition of ADSs should generally be taxable only in the United States and should not be subject to German tax. However, this determination is inherently factual, and US Holders should consult their own tax advisors regarding the application of Article 13 to their particular circumstances.
7.3 Limitation on Benefits
The US-Germany Treaty contains a limitation on benefits ("LOB") article (Article 28) that restricts the availability of treaty benefits to certain "qualified persons" and persons that satisfy other specified requirements. A US Holder must independently confirm its eligibility for benefits under the LOB article based on its individual circumstances. In general, US Holders who are individuals who are residents of the United States, or US corporations whose stock is regularly traded on a recognized stock exchange, or certain other qualified persons, should be eligible for treaty benefits. US Holders that are not qualified persons may nonetheless be eligible for treaty benefits if they satisfy the "active trade or business" test or the "derivative benefits" test under the LOB article, or if the competent authority of Germany grants benefits on a discretionary basis. US Holders are urged to consult their own tax advisors regarding their eligibility for treaty benefits under the LOB provisions.
VIII. DEPOSITARY FEE TAX TREATMENT
Under the terms of the Deposit Agreement, ADS holders are required to pay an annual depositary service fee of $0.05 per ADS per annum to Meridian Trust Company, N.A., as Depositary, for services rendered in connection with the administration of the ADS program. This fee will generally constitute a deductible expense for US federal income tax purposes, subject to applicable limitations. For non-corporate US Holders (including individuals), the depositary service fee may be treated as a miscellaneous itemized deduction, the deductibility of which is subject to the limitations imposed by Section 67 of the Code (the 2%-of-adjusted-gross-income floor) and, to the extent applicable, the suspension of miscellaneous itemized deductions under Section 67(g) of the Code (as added by the Tax Cuts and Jobs Act of 2017) for taxable years beginning after December 31, 2017 and before January 1, 2026. For taxable years beginning after December 31, 2025, the deductibility of the depositary service fee as a miscellaneous itemized deduction will depend on whether Congress extends or modifies the suspension under Section 67(g). US Holders are urged to consult their own tax advisors regarding the deductibility of the depositary service fee under their particular circumstances.
IX. MEDICARE CONTRIBUTION TAX
Certain non-corporate US Holders, including individuals, estates, and trusts, are subject to an additional 3.8% Medicare contribution tax (also known as the "net investment income tax") under Section 1411 of the Code. This tax is imposed on the lesser of (i) the US Holder's "net investment income" for the taxable year and (ii) the excess of the US Holder's "modified adjusted gross income" over a threshold amount ($250,000 for married individuals filing jointly, $125,000 for married individuals filing separately, and $200,000 for other individuals). For estates and trusts, the threshold amount is the dollar amount at which the highest income tax bracket applicable to estates and trusts begins for the relevant taxable year (currently $14,450 for taxable year 2025, subject to inflation adjustment).
"Net investment income" for purposes of the Medicare contribution tax generally includes, among other things, gross income from dividends (including dividends on ADSs), interest, rents, royalties, annuities, and net gain from the disposition of property (including capital gains from the sale of ADSs), less certain deductions properly allocable to such income. Accordingly, dividends received by a non-corporate US Holder with respect to ADSs and capital gains recognized by such US Holder on the sale or other taxable disposition of ADSs may be subject to this additional 3.8% tax, depending on the US Holder's overall income and the applicable threshold amount. US Holders are urged to consult their own tax advisors regarding the application of the Medicare contribution tax to their particular circumstances.
X. QUALIFICATIONS, RELIANCE, AND CONSENT
10.1 Qualifications
This opinion is based solely on United States federal income tax law as in effect on the date hereof, including the Code, the Treasury regulations promulgated thereunder, published rulings and administrative pronouncements of the IRS, and judicial decisions, all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. No ruling has been requested from, or issued by, the IRS with respect to any of the matters addressed herein, and there can be no assurance that the IRS will not take a position contrary to the conclusions expressed in this opinion, or that a court would not sustain any such contrary position.
This opinion is limited to the specific matters expressly addressed herein. This opinion does not address any United States federal tax matters other than those relating to income taxes (such as estate, gift, or excise taxes), and does not address any state, local, or non-US tax consequences (except as specifically noted herein with respect to German withholding tax). This opinion is rendered as of the date hereof, and we undertake no obligation to update or supplement this opinion to reflect any changes in law or facts occurring after the date hereof.
This opinion does not constitute a guarantee of any particular tax result, and should not be construed as such. The tax treatment of any particular US Holder will depend on the US Holder's individual facts and circumstances, and US Holders are urged to consult their own tax advisors regarding the US federal, state, local, and non-US tax consequences of the acquisition, ownership, and disposition of ADSs based on their particular circumstances.
10.2 Reliance on Factual Representations
In rendering this opinion, we have relied, without independent verification, on the following:
(a) the Officer's Certificate of Dr. Friedrich Wendt, Vorstandsvorsitzender (Chief Executive Officer), and Katarina Dalmqvist, Finanzvorstand (Chief Financial Officer), dated as of the date hereof, including the representations, warranties, and statements of fact contained therein regarding the Company's income, assets, business operations, intended use of proceeds, subsidiaries, and other matters;
(b) the financial data provided by the Company and audited (FY2023 and FY2024) or reviewed (FY2025) by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Dieter Kaufmann, lead engagement partner) and Blackmere & Whitfield LLP (Graham Templeton, New York), as set forth in the financial statements included in the Registration Statement;
(c) the representations and statements made in the Registration Statement, the Deposit Agreement, and the Underwriting Agreement; and
(d) the analysis and input of Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban, partner) with respect to German tax matters, including German withholding tax rates, solidarity surcharge, and procedures for claiming treaty benefits.
If any of the factual representations, assumptions, or information on which this opinion is based are inaccurate, incomplete, or have changed since the date on which they were provided to us, the conclusions expressed herein could be adversely affected, and this opinion should not be relied upon.
10.3 Consent to Filing and Reliance
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form F-1 (File No. 333-282651) filed by Halcyon Semiconductor Aktiengesellschaft with the Securities and Exchange Commission.
We hereby consent to the reference to our name under the heading "Taxation" and under the heading "Legal Matters" in the Prospectus forming part of the Registration Statement.
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
This opinion is furnished to you solely for your benefit and solely in connection with the transactions described herein. This opinion may not be relied upon by any other person or for any other purpose without our prior written consent, except as expressly provided herein with respect to the filing of this opinion as an exhibit to the Registration Statement and the reference to our name in the Prospectus.
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SIGNATURE PAGE TO US FEDERAL INCOME TAX OPINION
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Leonard Cross
Title: Partner, Tax
One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: (212) 558-4000
Matter Number: 1032-00003
Date:

BY ELECTRONIC MAIL AND INTERNATIONAL COURIER

I. INTRODUCTION AND BASIS OF OPINION

V. PASSIVE FOREIGN INVESTMENT COMPANY (PFIC) ANALYSIS

VI. INFORMATION REPORTING AND BACKUP WITHHOLDING

VIII. DEPOSITARY FEE TAX TREATMENT

IX. MEDICARE CONTRIBUTION TAX

X. QUALIFICATIONS, RELIANCE, AND CONSENT

SIGNATURE PAGE TO US FEDERAL INCOME TAX OPINION

CALDERWOOD & HARKNESS LLP

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