CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL TREATMENT REQUESTED
NASDAQ STOCK MARKET LLC
LISTING APPLICATION
NASDAQ GLOBAL SELECT MARKET
APPLICANT
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
a German public stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany
SECURITY TO BE LISTED
American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value, of Halcyon Semiconductor AG
PROPOSED TICKER SYMBOL: HCYN
DEPOSITARY
Meridian Trust Company, National Association
TRANSFER AGENT AND ADS REGISTRAR
Crestfield Transfer Services Inc.
PREPARED BY
Calderwood & Harkness LLP US Securities Counsel to the Applicant One Liberty Plaza, 42nd Floor New York, NY 10006
Vivienne St. Claire, Partner Claire Dempsey, Lead Associate
DATE OF APPLICATION
[Draft — to be finalized prior to filing]
DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO REVISION
Right-click to update Table of Contents
SECTION 1: GENERAL INFORMATION
1.1 Applicant Identification
The full legal name of the applicant is Halcyon Semiconductor Aktiengesellschaft (the "Company," "Halcyon," or the "Applicant"). The Company is also referred to by its short name, Halcyon, and by its trading name on the Frankfurt Stock Exchange, HSAG.
Halcyon is an Aktiengesellschaft (German public stock corporation) organized and existing under the laws of the Federal Republic of Germany. The Company is registered in Munich, Bavaria, Germany, and maintains its corporate domicile (Sitz) in Munich.
The Company is recorded in the Commercial Register (Handelsregister) of the Local Court of Munich (Amtsgericht München) under Commercial Register Number HRB 217458. The Company's Legal Entity Identifier (LEI), as assigned by the Global Legal Entity Identifier Foundation, is 5299007KBTVZ3XQHGL48.
Halcyon was incorporated on September 12, 1997, and has operated continuously since that date. The Company's principal executive offices are located at:
Maximilianstraße 72 80539 Munich Federal Republic of Germany Telephone: +49 (0) 89 2180-4500 Website: www.halcyon-semi.com General Contact: info@halcyon-semi.com
The Company's fiscal year ends on December 31 of each calendar year.
1.2 Nature of Business
Halcyon operates in the global semiconductor industry. The Company designs, develops, manufactures, and markets advanced power semiconductor devices, with a particular focus on wide-bandgap semiconductor technologies, including silicon carbide (SiC) and gallium nitride (GaN) chips. Halcyon's products serve mission-critical applications in the automotive, industrial, and renewable energy sectors, including electric vehicle power electronics, solar inverters, industrial motor drives, and power management systems.
Halcyon was founded in 1997 by Dr. Marcus Helder and a team of researchers from the Technical University of Munich and the Fraunhofer Institute for Integrated Systems and Device Technology. Since its founding, the Company has grown into one of Europe's leading power semiconductor manufacturers, with a global presence spanning multiple continents.
As of the most recent reporting period, Halcyon employs approximately 8,400 employees worldwide. The Company's primary manufacturing and design operations are concentrated in Germany and the Czech Republic, as follows:
•  Munich, Germany: Corporate headquarters, central R&D center, and design operations.
•  Dresden, Germany: SiC wafer fabrication (Fab 2 operational; Fab 3 under construction). The Dresden campus is located within the Saxony semiconductor cluster and benefits from substantial EU and German federal subsidies for semiconductor manufacturing.
•  Brno, Czech Republic: Module assembly, testing, and packaging operations.
The Company also maintains the following international sales and engineering operations:
•  Santa Clara, California, United States: US sales, application engineering, and customer support (operated through Halcyon Semiconductor USA Inc.).
•  Singapore: Asia-Pacific regional sales hub and distribution operations (operated through Halcyon Asia Pacific Pte. Ltd.).
•  Shanghai, People's Republic of China: China sales, field application engineering, and customer support center (operated through Halcyon Shanghai Semiconductor Co., Ltd., a wholly foreign-owned enterprise, or WFOE).
Halcyon's products are used by a broad base of customers globally, including leading automotive original equipment manufacturers (OEMs), Tier-1 automotive suppliers, renewable energy equipment manufacturers, and industrial automation companies. The Company's top ten customers accounted for approximately 38% of revenue in fiscal year 2025.
1.3 Security to Be Listed
The security for which listing on the Nasdaq Global Select Market is sought is described below.
Security Description: American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of Halcyon Semiconductor AG.
ADS Ratio: One (1) ADS equals two (2) ordinary shares.
Depositary Bank: Meridian Trust Company, National Association, a national banking association organized under the laws of the United States. Meridian Trust's principal offices for depositary receipt operations are located at:
101 Barclay Street New York, NY 10286 Contact: Patricia Novak, Vice President, Depositary Receipts Telephone: (212) 555-0140
Email: patricia.novak@meridiantrust.com
Transfer Agent and ADS Registrar: Crestfield Transfer Services Inc., which will serve as the transfer agent and registrar for the ADSs. Crestfield's contact information is as follows:
6201 15th Avenue Brooklyn, NY 11219 Contact: Angela Moretti, Director, Corporate Actions Telephone: (718) 555-0222
Email: angela.moretti@crestfieldtransfer.com
CUSIP Number: To be assigned upon completion of CUSIP application. The Company's US counsel has initiated the CUSIP application process with CUSIP Global Services.
Proposed Ticker Symbol: HCYN. A ticker symbol reservation request has been submitted to Nasdaq.
Existing Listing of Ordinary Shares: The Company's ordinary shares are currently listed and traded on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol FRA: HCY, in the Prime Standard segment of the Regulated Market (Regulierter Markt). The ordinary shares have been listed on the Frankfurt Stock Exchange since March 2005. The International Securities Identification Number (ISIN) for the ordinary shares is DE000HCY0017. The Frankfurt listing will continue in parallel with the proposed Nasdaq listing.
1.4 Proposed Listing Market
The Company applies for listing on the Nasdaq Global Select Market.
The Nasdaq Global Select Market is the most appropriate market tier for the Company based on a comprehensive evaluation of the applicable listing standards and the Company's financial profile. The Company's market capitalization, revenue, profitability history, financial condition, and governance standards meet or exceed all initial listing requirements of the Nasdaq Global Select Market. Selection of the Nasdaq Global Select Market reflects the Company's stature as a large-cap European technology enterprise and is expected to enhance the Company's visibility among institutional investors in the United States and globally.
The Company has determined that the Nasdaq Global Select Market provides the optimal combination of prestige, investor access, market microstructure, and analyst coverage for companies in the semiconductor industry. Halcyon's industry peers listed in the United States are predominantly listed on either the Nasdaq Global Select Market or the New York Stock Exchange, and the Company believes that a Nasdaq listing will maximize comparability and facilitate efficient price discovery for its ADSs.
1.5 Listing in Connection with Initial Public Offering
This listing application is being made in connection with Halcyon's initial public offering (the "Offering" or the "IPO") of ADSs in the United States. The Offering will be conducted through a Level III American Depositary Receipt (ADR) program, which involves the filing of a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), for the public offering and sale of newly issued ADSs as well as secondary ADSs offered by selling shareholders.
The following registration statements will be filed with the United States Securities and Exchange Commission (the "SEC"):
•  Registration Statement on Form F-1 under the Securities Act, covering the ADSs to be offered and sold in the IPO. The Company intends to submit the initial Registration Statement on a confidential basis pursuant to Section 6(e) of the Securities Act, with a targeted confidential submission date of April 14, 2026. The Company's Central Index Key (CIK) number will be assigned by the SEC upon initial EDGAR filing.
•  Registration Statement on Form F-6 for the registration of the ADR facility and the underlying ordinary shares, to be filed by the Depositary.
In addition to the US offering, the Company and the underwriters will conduct a concurrent offering of ADSs outside the United States in reliance on Regulation S under the Securities Act.
The projected timeline for the Offering is as follows:
•  Targeted SEC effectiveness date: June 22, 2026
•  Targeted pricing date: July 1, 2026
•  Targeted closing and settlement date (T+2): July 6, 2026
These dates are estimates based on current assumptions regarding SEC review timelines and market conditions and are subject to change.
1.6 Contact Persons
The following individuals are designated as the primary contact persons for this listing application and for all communications from Nasdaq regarding the application and listing process:
Issuer Contact:
Wilhelm Ostermann General Counsel (Chefjustitiar) Halcyon Semiconductor AG Maximilianstraße 72 80539 Munich, Germany Telephone: +49 (0) 89 2180-4510
Email: w.ostermann@halcyon-semi.com
US Counsel to Issuer:
Vivienne St. Claire Partner Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: (212) 555-7800
Email: vstclaire@calderwoodharkness.com
Financial Advisor:
Lukas Frey Managing Partner Ashton & Burke Advisory GmbH Theatinerstraße 11 80333 Munich, Germany Telephone: +49 (0) 89 5500-3200
Email: l.frey@ashtonburke.de
US Investor Relations:
Thomas Harding Senior Vice President Bridgeport Investor Relations LLC 350 Fifth Avenue, Suite 6820 New York, NY 10118 Telephone: (212) 555-4390
Email: tharding@bridgeportir.com
The Company requests that all Nasdaq communications regarding this application be directed in the first instance to Vivienne St. Claire at Calderwood & Harkness LLP, with copies to Wilhelm Ostermann at Halcyon Semiconductor AG.
SECTION 2: OFFERING DETAILS
2.1 Description of the Offering
The Company proposes an initial public offering of ADSs in the United States and concurrently outside the United States. The structure, size, and composition of the Offering are described below.
Type of Offering: Initial Public Offering of American Depositary Shares.
Total ADSs Offered (Base Deal): 21,400,000 ADSs, consisting of:
•  Primary ADSs (new issuance by the Company): 15,000,000 ADSs, representing 30,000,000 newly issued ordinary shares. These shares will be issued from the Company's authorized but unissued share capital pursuant to a capital increase to be authorized by the Company's shareholders at an extraordinary general meeting (außerordentliche Hauptversammlung) and implemented by the Vorstand with the approval of the Aufsichtsrat. Statutory pre-emptive rights of existing shareholders (Bezugsrechte) will be excluded in connection with the Offering, as required under German law and in accordance with applicable provisions of the German Stock Corporation Act (Aktiengesetz).
•  Secondary ADSs (selling shareholders): 6,400,000 ADSs, representing 12,800,000 existing ordinary shares, to be sold by the following selling shareholders:
•  Rheintal Industrieholding GmbH: 4,250,000 ADSs (representing 8,500,000 ordinary shares)
•  Kestrel Capital Partners AG: 2,150,000 ADSs (representing 4,300,000 ordinary shares)
The Company will not receive any proceeds from the sale of secondary ADSs by the selling shareholders.
Indicative Price Range: $39.00 to $45.00 per ADS (midpoint approximately $42.06 per ADS, calculated as the arithmetic mean of the low and high ends of the range). The final offering price will be determined by negotiation between the Company, the selling shareholders, and the representative of the underwriters, based on the results of the bookbuilding process and prevailing market conditions at the time of pricing.
Targeted Gross Proceeds: Approximately $900,000,000 based on the midpoint of the indicative price range and the base deal size of 21,400,000 ADSs.
Overallotment Option (Greenshoe): The Company and the selling shareholders will grant the underwriters an option, exercisable for a period of 30 days following the pricing date, to purchase up to an additional 3,210,000 ADSs (representing 15% of the base deal) at the initial public offering price, less the underwriting discount. The allocation of greenshoe ADSs between primary and secondary shares will be determined prior to pricing.
Maximum Total Offering Size: If the overallotment option is exercised in full and the offering is priced at the midpoint of the indicative range, the maximum total offering size would be approximately $1,034,812,600 (24,610,000 ADSs × $42.06 per ADS).
2.2 Underwriting Syndicate
The Offering will be underwritten on a firm commitment basis by a syndicate of underwriters led by Westbridge Securities LLC, as lead left bookrunner and representative of the underwriters (the "Representative"). The underwriting arrangements are governed by an Underwriting Agreement to be entered into among the Company, the selling shareholders, and the underwriters on the pricing date. The composition of the underwriting syndicate, together with each underwriter's share of the economics, is set forth below:
Gross Spread: 3.50% of the aggregate public offering price, which equals $31,500,000 on the base deal (calculated at the midpoint of the indicative price range). The underwriting discount is within the range customary for IPOs of this size and type by non-US issuers listing in the United States.
The fee amounts set forth above are estimates based on the midpoint of the indicative price range and are subject to adjustment based on the final offering price. The Underwriting Agreement will contain customary representations, warranties, and covenants by the Company and the selling shareholders, customary conditions to closing, and customary indemnification and contribution provisions.
Underwriters' US Counsel:
Varen & Kessler LLP 51 West 52nd Street New York, NY 10019 Contact: Martin Ashford, Partner Telephone: (212) 555-6100
Email: mashford@varenkessler.com
2.3 Use of Proceeds
The Company estimates that the net proceeds to the Company from the sale of the 15,000,000 primary ADSs in the Offering (excluding any proceeds from the exercise of the overallotment option) will be approximately $607,950,000, after deducting the estimated underwriting discount of 3.50% and before deducting estimated offering expenses payable by the Company. This estimate is based on the midpoint of the indicative price range of $42.06 per ADS.
The Company currently intends to use the net proceeds from the Offering as follows:
Expansion of SiC Fabrication Facility (Fab 3), Dresden. The largest single use of proceeds will be to fund the continued construction and equipping of Fab 3, the Company's new silicon carbide wafer fabrication facility located in Dresden, Germany. Fab 3 is expected to be the Company's most advanced production facility, designed to manufacture 200mm SiC wafers at scale. Construction commenced in the second half of 2024, and the facility is expected to begin initial production in the first half of 2028. Fab 3 represents a critical element of the Company's strategy to increase its SiC production capacity to meet rapidly growing demand from automotive and industrial customers.
Research and Development — Next-Generation GaN Power Devices. The Company intends to allocate approximately $140,000,000 to accelerate research and development of next-generation gallium nitride power semiconductor devices. These investments will be directed toward the development of GaN-on-SiC and GaN-on-Si technologies for applications in high-frequency power conversion, electric vehicle on-board chargers, and data center power supplies.
Repayment of Revolving Credit Facility Tranche. Approximately $100,000,000 will be used to repay a portion of the outstanding balance under the Company's existing revolving credit facility, which was entered into with a syndicate of European banks led by Calderon Savings Bank. The revolving credit facility bears interest at EURIBOR plus 1.25% per annum.
General Corporate Purposes and Working Capital. The remaining approximately $87,950,000 will be used for general corporate purposes, including working capital, capital expenditures, and potential strategic investments or acquisitions, although the Company has no specific agreements or commitments for any material acquisitions at this time.
The Company will retain broad discretion over the allocation and use of the net proceeds. Pending specific application, the Company expects to invest the net proceeds in short-term, investment-grade, interest-bearing securities or money market instruments.
Net Proceeds to Selling Shareholders: The selling shareholders are expected to receive aggregate net proceeds of approximately $260,550,000 from the sale of 6,400,000 secondary ADSs, after deducting their pro rata share of the underwriting discount. The Company will not receive any proceeds from the sale of ADSs by the selling shareholders.
SECTION 3: QUANTITATIVE LISTING STANDARDS — NASDAQ GLOBAL SELECT MARKET
3.1 Applicable Listing Standard
The Nasdaq Global Select Market requires that an applicant satisfy at least one of the applicable initial listing standards set forth in Nasdaq Rule 5315. The Company elects to qualify under the Income Standard (Nasdaq Rule 5315(f)(3)(A)), and demonstrates below that it also satisfies the requirements of the Equity Standard and the Market Value Standard as alternative bases for qualification.
The analysis below is based on the Company's audited and unaudited financial statements for fiscal years 2023, 2024, and 2025, the Company's market capitalization on the Frankfurt Stock Exchange as of January 10, 2026, and projections regarding the structure and distribution of the Offering. The Company satisfies all applicable initial listing standards of the Nasdaq Global Select Market, and the most favorable standards are presented in the analysis that follows.
3.2 Income Standard Compliance
The Income Standard requires satisfaction of the following criteria:
Pre-tax Income (Aggregate over prior three fiscal years): Nasdaq Rule 5315(f)(3)(A) requires that the applicant have aggregate pre-tax income from continuing operations of at least $11,000,000 over the prior three fiscal years, with pre-tax income of at least $2,200,000 in each of the two most recent fiscal years, and positive pre-tax income in each of the three prior fiscal years. Halcyon's aggregate pre-tax income for FY2023 through FY2025 significantly exceeds the $11,000,000 threshold. For each of FY2024 and FY2025, the Company reported net income of €541,000,000 and €612,000,000, respectively, each of which, at the applicable EUR/USD exchange rate of 1.078, significantly exceeds the individual-year minimum of $2,200,000. The Company reported positive pre-tax income in each of FY2023, FY2024, and FY2025.
Pre-tax Income (Most recent fiscal year): For FY2025, the Company reported net income of €612,000,000, which equals approximately $659,736,000 at the EUR/USD exchange rate of 1.078. This amount exceeds the $2,200,000 minimum requirement for the most recent fiscal year by a wide margin.
Stockholders' Equity: The Company's total equity as reported in its consolidated balance sheet significantly exceeds the minimum requirements under the Income Standard. See Section 3.5 below for detailed financial data.
Market Value of Publicly Held Shares: Based on the anticipated IPO pricing and the expected number of ADSs in public float following the Offering, the market value of publicly held shares is expected to far exceed $45,000,000 upon listing.
Total Holders: The Company expects to have well in excess of 400 round lot holders of its ADSs following the completion of the Offering, based on the size and anticipated distribution of the Offering among institutional and retail investors in the United States and internationally.
Bid Price: The anticipated ADS offering price of $39.00 to $45.00 per ADS exceeds the $4.00 minimum bid price requirement.
Market Makers: At least three registered and active market makers are anticipated for the Company's ADSs on the Nasdaq Global Select Market. The Company's underwriters and their affiliates are expected to make a market in the ADSs following the Offering.
3.3 Equity Standard Compliance (Alternative)
As an alternative to the Income Standard, the Company also satisfies the Equity Standard for initial listing on the Nasdaq Global Select Market.
Stockholders' Equity: The Company's total equity as of the end of FY2025 (unaudited) is expected to be approximately €4,800,000,000 (based on total assets of €7,450,000,000 less total debt of €890,000,000 and other liabilities), which significantly exceeds the $30,000,000 minimum required under the Equity Standard when converted at the applicable exchange rate.
Market Value of Publicly Held Shares: The market value of publicly held shares is expected to exceed $40,000,000 upon listing, as noted above.
Operating History: Halcyon has been in continuous operation since its incorporation in 1997, representing more than 25 years of operating history. This substantially exceeds the minimum operating history requirements under the Equity Standard.
3.4 Market Value Standard Compliance (Alternative)
As a further alternative, the Company satisfies the Market Value Standard for initial listing on the Nasdaq Global Select Market.
Market Value of Listed Securities: The Company's ordinary shares are listed and traded on the Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment. As of January 10, 2026, the Company's market capitalization on the Frankfurt Stock Exchange was approximately €8,600,000,000 (approximately $9,270,800,000 at the EUR/USD exchange rate of 1.078). This significantly exceeds the $160,000,000 minimum market value of listed securities required under the Market Value Standard.
Total Revenue: The Company's total revenue for FY2025 was €3,820,000,000, which equals approximately $4,117,960,000 at the applicable exchange rate. This amount exceeds the $110,000,000 revenue threshold applicable under the Market Value Standard for the most recent fiscal year (or two of the most recent three fiscal years).
3.5 Summary Financial Data
The following table sets forth selected consolidated financial data for the Company for the fiscal years indicated. The data for FY2023 and FY2024 are derived from the Company's audited consolidated financial statements, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The data for FY2025 are unaudited and are based on the Company's preliminary estimates.
Revenue CAGR (FY2023–FY2025): Approximately 9.0%, reflecting strong and consistent organic growth driven by increasing demand for SiC and GaN power semiconductor solutions across automotive and industrial markets.
Assumed EUR/USD Exchange Rate: €1.00 = $1.078 (based on the European Central Bank reference rate as of January 10, 2026). All USD conversions presented in this application are based on this exchange rate unless otherwise noted.
FY2025 Revenue in USD: Approximately $4,117,960,000 (€3,820,000,000 × 1.078).
Financial Statement Preparation and Audit:
The Company's consolidated financial statements are prepared in accordance with IFRS as issued by the IASB. The Company's audited consolidated financial statements for FY2023 and FY2024 have been audited in accordance with International Standards on Auditing (ISAs) by the Company's statutory auditor:
Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft Ganghoferstraße 29 80339 Munich, Germany Lead Engagement Partner: Dieter Kaufmann, Wirtschaftsprüfer
For purposes of US securities reporting, the Company's financial statements will be audited in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) ("PCAOB") by:
Blackmere & Whitfield LLP 7 Times Square New York, NY 10036 Contact: Graham Templeton, Partner PCAOB Registration Number: [On file]
Blackmere & Whitfield LLP is a PCAOB-registered firm and a member firm of the Blackmere & Whitfield global network.
3.6 Liquidity Requirements
Total ADSs Outstanding Post-IPO (Base Deal): Upon completion of the Offering (assuming the base deal and no exercise of the overallotment option), there will be 21,400,000 ADSs outstanding and held by public investors, representing 42,800,000 underlying ordinary shares. The total number of ordinary shares outstanding post-IPO will be 245,000,000, consisting of 215,000,000 pre-offering shares plus 30,000,000 newly issued shares in the primary offering.
Publicly Held Shares: The number of ADSs (and underlying ordinary shares) held by public investors following the Offering is expected to significantly exceed 1,100,000 shares, which is the Nasdaq Global Select Market minimum for publicly held shares. The ADSs offered in the IPO (21,400,000 ADSs at base deal) will alone satisfy this requirement many times over.
Round Lot Holders: Based on the anticipated size of the Offering and its expected distribution among institutional and retail investors in the United States and internationally, the Company expects to have well in excess of 400 round lot holders of its ADSs upon completion of the IPO.
Bid Price: The anticipated ADS offering price of $39.00 to $45.00 per ADS exceeds the $4.00 minimum bid price requirement for initial listing on the Nasdaq Global Select Market.
SECTION 4: CAPITALIZATION
4.1 Pre-Offering Capitalization
Prior to the Offering, the Company's capitalization consists entirely of ordinary shares. The Company does not have any preferred shares, convertible securities, or other classes of equity securities outstanding.
Outstanding Ordinary Shares (Pre-Offering): 215,000,000 Stammaktien (ordinary registered shares), no par value (Stückaktien).
The Company's ordinary shares are registered shares (Namensaktien) entered in the Company's share register (Aktienregister) in accordance with Section 67 of the German Stock Corporation Act (Aktiengesetz, "AktG"). Each ordinary share carries one vote at the Company's general shareholders' meeting (Hauptversammlung) and equal pro rata rights to dividends and distributions.
As of the date of this application, the Company has authorized but unissued share capital (genehmigtes Kapital) sufficient to support the issuance of up to 45,000,000 new ordinary shares, subject to the approval of the Vorstand and the consent of the Aufsichtsrat. The Company intends to issue 30,000,000 new ordinary shares (represented by 15,000,000 primary ADSs) in connection with the Offering from such authorized capital.
4.2 Post-Offering Capitalization (Base Deal, Excluding Greenshoe)
Upon completion of the Offering (assuming the base deal and no exercise of the overallotment option), the Company's capitalization will be as follows:
•  New Ordinary Shares Issued: 30,000,000 (underlying the 15,000,000 primary ADSs sold in the Offering)
•  Total Ordinary Shares Outstanding: 245,000,000
•  ADSs Outstanding: 21,400,000 ADSs (representing 42,800,000 ordinary shares, consisting of 30,000,000 newly issued shares and 12,800,000 existing shares sold by the selling shareholders)
•  ADS Ratio: 1 ADS = 2 ordinary shares
If the overallotment option is exercised in full (3,210,000 additional ADSs), the total number of ADSs outstanding following the Offering would be 24,610,000, and the total number of ordinary shares outstanding would depend on the allocation of overallotment shares between primary and secondary shares.
4.3 Principal Shareholders (Post-Offering)
The following table sets forth information regarding the beneficial ownership of the Company's ordinary shares by each shareholder known to the Company to beneficially own 5% or more of the outstanding ordinary shares, and by the Halcyon Employee Stock Ownership Trust, both immediately prior to and immediately following the completion of the Offering (assuming the base deal size and no exercise of the overallotment option):
Rheintal Industrieholding GmbH is a family holding company controlled by the Wendt family. The Managing Director of Rheintal is Margarethe Wendt, who is the sister of the Company's Chief Executive Officer, Dr. Friedrich Wendt. Rheintal has been a shareholder of Halcyon since 2002 and has historically been the Company's largest single shareholder. Rheintal's registered office is at Praterinsel 4, 80538 Munich, Germany. Rheintal is a selling shareholder in the Offering, disposing of 8,500,000 ordinary shares (represented by 4,250,000 ADSs).
Kestrel Capital Partners AG is a European technology-focused investment fund based in Glenrock Assurance, Switzerland. Kestrel acquired its stake in Halcyon in 2016 through a secondary block trade and a subsequent market purchase program. The Managing Partner of Kestrel is Henrik Sørensen. Kestrel's registered office is at Bahnhofstrasse 52, 8001 Glenrock Assurance, Switzerland. Kestrel is a selling shareholder in the Offering, disposing of 4,300,000 ordinary shares (represented by 2,150,000 ADSs).
Halcyon Employee Stock Ownership Trust ("ESOT") holds 6,665,000 ordinary shares on behalf of current and former employees of the Company and its subsidiaries. The ESOT is administered by an independent trustee in accordance with German trust law and the Company's employee participation plan. The ESOT is not selling any shares in the Offering.
4.4 Lock-Up Arrangements
In connection with the Offering, the following parties have agreed to enter into lock-up agreements in favor of Westbridge Securities LLC, as the representative of the underwriters:
•  All of the Company's Vorstand (management board) members and Aufsichtsrat (supervisory board) members;
•  The selling shareholders (Rheintal Industrieholding GmbH and Kestrel Capital Partners AG); and
•  The Company itself (with respect to the issuance of new ordinary shares or ADSs).
Lock-Up Period: The lock-up period commences on the pricing date (target: July 1, 2026) and expires 180 days thereafter, on approximately December 28, 2026.
Restrictions: During the lock-up period, the locked-up parties agree not to, directly or indirectly, (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any ordinary shares, ADSs, or any securities convertible into or exchangeable for ordinary shares or ADSs; (ii) enter into any swap, hedge, or other arrangement that transfers, in whole or in part, the economic consequences of ownership of ordinary shares or ADSs; or (iii) publicly announce any intention to engage in any of the foregoing, in each case without the prior written consent of Westbridge Securities LLC.
Consent Authority: Westbridge Securities LLC, in its capacity as the representative of the underwriters, has sole consent authority for any early release from the lock-up restrictions. The lock-up agreements will contain customary exceptions for transfers to affiliates (subject to the transferee entering into a lock-up agreement on substantially similar terms), gifts, estate planning transfers, and charitable donations, in each case subject to certain conditions.
SECTION 5: DESCRIPTION OF SECURITIES
5.1 Ordinary Shares (*Stammaktien*)
The following is a summary description of the material terms of the Company's ordinary shares. This description is qualified in its entirety by reference to the Company's Articles of Association (Satzung), which will be filed as an exhibit to the Registration Statement on Form F-1 and is listed as an exhibit in Schedule A to this application.
Type: Ordinary registered shares (Namensaktien auf den Namen lautend), also known as registered shares in bearer form as applicable under the Company's Articles of Association.
Par Value: No par value (Stückaktien). Each share represents an equal notional fraction of the Company's registered share capital (Grundkapital), as provided under Sections 1 and 8 of the German Stock Corporation Act (Aktiengesetz).
Voting Rights: Each ordinary share entitles its holder to one vote at the Company's general shareholders' meeting (Hauptversammlung). Resolutions of the general shareholders' meeting are generally adopted by a simple majority of the votes cast, unless a larger majority is required by law or the Articles of Association. Certain extraordinary resolutions (including amendments to the Articles of Association, capital increases and decreases, and mergers) require a majority of at least 75% of the share capital represented at the meeting.
Dividend Rights: Holders of ordinary shares are entitled to receive dividends pro rata in proportion to the number of shares held, as and when declared by the general shareholders' meeting upon the proposal of the Vorstand and with the approval of the Aufsichtsrat. Under German law, dividends may only be paid from the Company's distributable profit (Bilanzgewinn) as shown in the Company's annual unconsolidated financial statements prepared in accordance with the German Commercial Code (Handelsgesetzbuch, "HGB"). There is no obligation to pay dividends, and the Company may retain all or any portion of its distributable profit.
Liquidation Rights: In the event of a liquidation, dissolution, or winding up of the Company, holders of ordinary shares are entitled to receive a pro rata distribution of the Company's remaining net assets after satisfaction of all debts, liabilities, and liquidation expenses.
Pre-emptive Rights: Under Section 186 of the German Stock Corporation Act, existing shareholders have statutory pre-emptive rights (Bezugsrechte) to subscribe for new shares in any capital increase in proportion to their existing shareholdings. However, pre-emptive rights may be excluded by a resolution of the general shareholders' meeting adopted by a majority of at least 75% of the share capital represented at the meeting, provided that the exclusion is justified in the interest of the Company. In connection with the IPO, the Company intends to exclude pre-emptive rights with respect to the new ordinary shares underlying the primary ADSs offered in the IPO, with the prior approval of the Aufsichtsrat.
Transfer Restrictions: There are no restrictions on the transferability of the ordinary shares under the Articles of Association or applicable German law, other than the contractual lock-up agreements described in Section 4.4 of this application.
Governing Law: The rights and obligations of holders of ordinary shares are governed by German law, including the German Stock Corporation Act (Aktiengesetz), the German Commercial Code (Handelsgesetzbuch), and the Company's Articles of Association (Satzung).
Existing Stock Exchange Listing: The Company's ordinary shares are currently listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol FRA: HCY, in the Prime Standard segment of the Regulated Market (Regulierter Markt). The ISIN for the ordinary shares is DE000HCY0017 and the WKN (German securities identification number) is HCY001.
5.2 American Depositary Shares (ADSs)
The following is a summary description of the material terms of the ADSs and the Deposit Agreement governing the ADR facility. This description is qualified in its entirety by reference to the Deposit Agreement, a draft of which is listed as an exhibit in Schedule A to this application.
ADS Ratio: Each ADS represents two (2) ordinary shares deposited with the Depositary or its custodian.
Depositary: Meridian Trust Company, National Association ("Meridian Trust" or the "Depositary"), a national banking association organized under the National Bank Act of the United States.
Deposit Agreement: The ADSs will be issued pursuant to a Deposit Agreement (the "Deposit Agreement") to be entered into among (i) Halcyon Semiconductor AG, (ii) Meridian Trust Company, N.A., as Depositary, and (iii) all holders and beneficial owners of ADSs from time to time. The Deposit Agreement is governed by the laws of the State of Delaware without regard to principles of conflict of laws.
Dividends and Other Distributions: ADS holders are entitled to receive dividends and other distributions made with respect to the underlying ordinary shares, subject to the terms of the Deposit Agreement. Cash dividends will be converted by the Depositary from euros to US dollars at the prevailing exchange rate and distributed to ADS holders, net of the Depositary's fees and expenses, applicable taxes, and any other charges. Distributions in the form of additional shares, rights, or other property will be handled by the Depositary in accordance with the terms of the Deposit Agreement.
Depositary Fees: ADS holders will be required to pay an annual depositary fee of $0.05 per ADS, which will be assessed by the Depositary in accordance with the fee schedule set forth in the Deposit Agreement. Additional fees may apply for issuance and cancellation of ADSs, distribution processing, and other services provided by the Depositary.
Voting: ADS holders will have the right to instruct the Depositary how to vote the ordinary shares underlying their ADSs at general shareholders' meetings of the Company. The Depositary will distribute voting materials to ADS holders and will endeavor to vote the underlying ordinary shares in accordance with the instructions received from ADS holders. If the Depositary does not receive voting instructions from an ADS holder in a timely manner, the Depositary may, in certain circumstances, grant a discretionary proxy to a person designated by the Company to vote the shares, subject to the terms of the Deposit Agreement.
Form: The ADSs will be issued in book-entry form through the facilities of The Depository Trust Company ("DTC"). ADS holders will hold their interests in ADSs through DTC participants (brokers, dealers, banks, and other financial institutions that maintain accounts with DTC). ADS holders may also request the issuance of ADSs in certificated form (Form of ADR), which will be attached as an exhibit to the Deposit Agreement.
Transfer Agent and Registrar: Crestfield Transfer Services Inc. will serve as the transfer agent and registrar for the ADSs, responsible for maintaining the register of ADS holders, processing transfers, and providing related services.
Pre-release of ADSs: The Deposit Agreement may permit the Depositary to issue ADSs prior to the receipt of ordinary shares on a "pre-release" basis, subject to the conditions and limitations set forth in the Deposit Agreement and applicable SEC guidance.
Termination: The Deposit Agreement may be terminated by either the Company or the Depositary upon notice as specified therein. Upon termination, ADS holders will have the right to surrender their ADSs and receive the underlying ordinary shares, subject to applicable fees and conditions.
SECTION 6: FOREIGN PRIVATE ISSUER STATUS AND REGULATORY FRAMEWORK
6.1 Foreign Private Issuer Status
Halcyon qualifies as a "foreign private issuer" ("FPI") as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company has conducted the analysis required under Rule 3b-4 and has determined that:
•  More than 50% of the Company's outstanding voting securities are held directly or indirectly by residents of countries other than the United States. Based on a review of the Company's shareholder register and a survey of nominee accounts, the Company estimates that less than 15% of its ordinary shares are held by US residents.
•  None of the disqualifying US-nexus conditions under Rule 3b-4(b) apply to the Company:
(i) A majority of the Company's executive officers and directors are not United States citizens or residents. All five members of the Vorstand and the Chair of the Aufsichtsrat are citizens and residents of Germany, Switzerland, or Sweden. No member of the Vorstand or the Aufsichtsrat is a United States citizen or resident.
(ii) More than 50% of the Company's consolidated assets are located outside the United States. The Company's principal manufacturing facilities and corporate headquarters are located in Germany and the Czech Republic, and less than 5% of the Company's consolidated assets are located in the United States.
(iii) The Company's business is administered principally outside the United States. The Company's management and strategic direction are conducted from its corporate headquarters in Munich, Germany.
As a foreign private issuer, the Company will be subject to a modified US reporting regime. Specifically, the Company will:
•  File annual reports on Form 20-F with the SEC, which will include audited consolidated financial statements prepared in accordance with IFRS (as permitted for FPIs) and the other disclosures required by Form 20-F.
•  Furnish current reports on Form 6-K to the SEC for material events occurring between annual reports.
•  Not be subject to the SEC's proxy solicitation rules under Section 14 of the Exchange Act.
•  Not be subject to the short-swing profit recovery provisions of Section 16 of the Exchange Act with respect to its officers, directors, and 10% shareholders.
•  File beneficial ownership reports under Section 13(d) of the Exchange Act (or, as applicable, Section 13(g)) on the same basis as domestic issuers.
The Company will reassess its foreign private issuer status annually as of the last business day of the second fiscal quarter, as required by Rule 3b-4.
6.2 SEC Registration
The Company will register the ADSs and the underlying ordinary shares under the Securities Act through the following filings:
Registration Statement on Form F-1: The Company intends to file a Registration Statement on Form F-1 under the Securities Act covering the ADSs to be offered and sold in the IPO. The initial filing is expected to be made on a confidential basis pursuant to Section 6(e) of the Securities Act, with a targeted confidential submission date of April 14, 2026. The Company anticipates publicly filing the Registration Statement on or about June 8, 2026, following the resolution of any SEC staff comments.
Registration Statement on Form F-6: The Depositary (Meridian Trust Company, N.A.) will file a Registration Statement on Form F-6 under the Securities Act to register the ADR facility and the ADSs issuable thereunder. The Form F-6 will be filed in coordination with the Form F-1 and is expected to become effective concurrently.
SEC CIK Number: The Company's Central Index Key (CIK) number will be assigned by the SEC upon the Company's initial filing on the SEC's EDGAR system. The Company's US counsel at Calderwood & Harkness LLP is in the process of preparing the initial EDGAR registration materials.
6.3 PCAOB Registration
Blackmere & Whitfield LLP is registered with the Public Company Accounting Oversight Board (PCAOB) and will serve as the Company's independent registered public accounting firm for purposes of US securities reporting. Blackmere & Whitfield LLP will audit the Company's consolidated financial statements included in the Registration Statement on Form F-1 and subsequent annual reports on Form 20-F in accordance with the auditing standards of the PCAOB (United States).
Blackmere & Whitfield LLP is a member firm of the Blackmere & Whitfield global network, and the engagement will be conducted under a co-audit arrangement with Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, the Company's statutory auditor in Germany, to ensure compliance with both PCAOB standards and German statutory audit requirements.
6.4 Sarbanes-Oxley Compliance
The Company will comply with all applicable provisions of the Sarbanes-Oxley Act of 2002 ("SOX"). The following is a summary of the principal SOX compliance requirements applicable to the Company:
Sections 302 and 906 Certifications. The Company's principal executive officer (CEO) and principal financial officer (CFO) will be required to provide certifications regarding the accuracy and completeness of the Company's periodic reports, beginning with the Company's first annual report on Form 20-F for the fiscal year ending December 31, 2026. Section 302 certifications address the design and effectiveness of disclosure controls and procedures, while Section 906 certifications address the material accuracy and fair presentation of financial statements.
Section 404 — Internal Controls over Financial Reporting. The Company will be required to include in its annual report on Form 20-F a management assessment of the effectiveness of the Company's internal controls over financial reporting. The requirement for an independent auditor's attestation report on internal controls (Section 404(b)) is first required for the fiscal year ending December 31, 2027, reflecting the extended phase-in period available to foreign private issuers and non-accelerated filers.
In preparation for these requirements, the Company has undertaken a comprehensive program to strengthen and document its internal controls over financial reporting. This program includes the engagement of a specialized internal controls advisory team, the implementation of enhanced financial close and reconciliation processes, the documentation and testing of key controls, and training for relevant personnel across the Company's global operations. The Company is also in the process of establishing a formal internal audit function, which will report to the Audit Committee of the Aufsichtsrat.
6.5 PFIC Status
The Company has conducted a preliminary analysis of its status under the Passive Foreign Investment Company ("PFIC") provisions of the US Internal Revenue Code (Sections 1291 through 1298). Based on this analysis, the Company believes that it is not and has not been a PFIC for any taxable year.
A non-US corporation is classified as a PFIC if either (i) 75% or more of its gross income is "passive income" (the "income test") or (ii) 50% or more of the average percentage of its assets produce, or are held for the production of, passive income (the "asset test"). The Company satisfies the active business exception under both tests:
•  Less than 25% of the Company's gross income is passive income. The vast majority of the Company's revenue is derived from the active manufacture and sale of semiconductor devices, which constitutes active business income.
•  Less than 50% of the Company's assets produce passive income. The Company's assets are overwhelmingly deployed in active manufacturing, R&D, and commercial operations.
This analysis is based on the Company's financial data for FY2023 through FY2025 and is subject to annual reassessment. The Company will include appropriate disclosure regarding PFIC status in the prospectus included in the Registration Statement on Form F-1.
SECTION 7: CORPORATE GOVERNANCE
7.1 Governance Structure
The Company operates under a two-tier board structure as mandated by the German Stock Corporation Act (Aktiengesetz). This governance structure consists of:
•  Vorstand (Management Board): The Vorstand is responsible for the day-to-day management of the Company's business, including setting and executing corporate strategy, managing operations, preparing financial statements, and representing the Company in dealings with third parties. The members of the Vorstand are appointed and removed by the Aufsichtsrat. The Vorstand operates as a collective body with shared responsibility, subject to the allocation of specific functional areas among its members.
•  Aufsichtsrat (Supervisory Board): The Aufsichtsrat is responsible for the oversight and supervision of the Vorstand. The Aufsichtsrat's principal functions include the appointment and removal of Vorstand members, the approval of the Company's annual financial statements, the determination of compensation for Vorstand members, and the consent to certain significant business transactions as specified in the Articles of Association or applicable law. The members of the Aufsichtsrat are elected by the shareholders at the general shareholders' meeting. Under the German Codetermination Act (Mitbestimmungsgesetz), if applicable based on employee headcount, a portion of the Aufsichtsrat members may be elected by the Company's employees.
Under this two-tier structure, there is a strict separation between management (Vorstand) and oversight (Aufsichtsrat). Members of the Vorstand may not simultaneously serve on the Aufsichtsrat, and vice versa. This governance framework differs from the single-tier board structure common among US-listed companies and forms the basis for certain corporate governance exemptions that the Company intends to claim as a foreign private issuer listed on the Nasdaq Global Select Market.
7.2 Vorstand (Management Board) Members
The following table sets forth information regarding the current members of the Company's Vorstand:
7.3 Aufsichtsrat (Supervisory Board) Chair
Prof. Dr. Anneliese Voss serves as the Chair of the Company's Aufsichtsrat. Prof. Dr. Voss is age 63 and has served as an independent member of the Aufsichtsrat since 2018. She is a former dean of the Faculty of Engineering at the Universität Stuttgart and is currently a professor emerita of electrical engineering. Prof. Dr. Voss also serves on the supervisory boards of two other publicly listed German companies and brings extensive experience in semiconductor technology, academic research, and corporate governance.
Detailed biographical information for all Aufsichtsrat members is set forth in Schedule C to this application.
7.4 Audit Committee
In connection with the listing of the ADSs on the Nasdaq Global Select Market, the Company will establish an Audit Committee of the Aufsichtsrat in compliance with the requirements of Exchange Act Rule 10A-3 and Nasdaq Rule 5605(c).
A draft Audit Committee Charter has been prepared and is listed as an exhibit in Schedule A to this application. The Audit Committee Charter addresses the following matters, among others:
•  The composition and qualifications of Audit Committee members, including requirements for financial expertise and independence;
•  The Audit Committee's authority and responsibilities with respect to the appointment, compensation, retention, and oversight of the Company's independent registered public accounting firm;
•  The Audit Committee's role in overseeing the integrity of the Company's financial statements and financial reporting process;
•  Procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters;
•  The engagement of independent legal, accounting, and other advisors; and
•  Regular reporting to the full Aufsichtsrat.
The designation of an audit committee financial expert (within the meaning of Item 16A of Form 20-F and as defined in SEC rules) is to be confirmed prior to the effectiveness of the Registration Statement. The Company expects that at least one member of the Audit Committee will qualify as an audit committee financial expert.
All members of the Audit Committee will meet the independence requirements under Nasdaq Rule 5605(c)(2) and Exchange Act Rule 10A-3, including the requirements applicable to foreign private issuers.
7.5 Nasdaq Corporate Governance Exemptions for Foreign Private Issuers
As a foreign private issuer, Halcyon is eligible for certain exemptions from the Nasdaq corporate governance requirements pursuant to Nasdaq Rule 5615(a)(3). Under this rule, an FPI may follow its home-country corporate governance practices in lieu of certain Nasdaq requirements, provided that the FPI discloses each significant way in which its corporate governance practices differ from those followed by domestic companies under the Nasdaq listing standards.
The Company intends to follow home-country (German) practices in lieu of the following Nasdaq corporate governance requirements, and will file a separate Corporate Governance Exemption Notice with Nasdaq identifying each Nasdaq rule from which an exemption is sought and describing the corresponding German home-country practice:
Exemptions Expected to Cover:
(a) Majority Independent Board Composition (Nasdaq Rule 5605(b)(1)): Under German law, the Company's management is conducted by the Vorstand, and oversight is provided by the Aufsichtsrat. German law does not require that a majority of the members of either board be "independent" within the meaning of Nasdaq's definition. The Company will instead comply with the independence requirements applicable to the Aufsichtsrat under the German Corporate Governance Code (Deutscher Corporate Governance Kodex) and the German Stock Corporation Act.
(b) Independent Director Oversight of Director Nominations (Nasdaq Rule 5605(e)): Nasdaq Rule 5605(e) requires that director nominations be made, or recommended for the board's selection, either by independent directors constituting a majority of the board's independent directors in a vote in which only independent directors participate, or by a nominations committee comprised solely of independent directors. Under German law, Vorstand members are appointed by the Aufsichtsrat, and Aufsichtsrat members are elected by the shareholders at the general shareholders' meeting (and, to the extent applicable, by employees under codetermination rules). The Company will follow German practice with respect to the nomination and election of board members.
(c) Shareholder Approval Requirements for Certain Matters (Nasdaq Rule 5635): Nasdaq Rule 5635 requires shareholder approval in connection with certain matters, including issuances of securities in connection with acquisitions, certain private placements, changes of control, and equity compensation plans. German law and the Company's Articles of Association provide for shareholder approval in certain circumstances that differ from the Nasdaq requirements. The Company will follow German law requirements with respect to shareholder approval of these matters.
(d) Quorum Requirements (Nasdaq Rule 5620(c)): Nasdaq Rule 5620(c) requires a minimum quorum of 33⅓% of the outstanding shares for any meeting of shareholders. Under German law, there is generally no minimum quorum requirement for ordinary resolutions at the Hauptversammlung, unless otherwise provided in the Articles of Association. The Company will follow German law and the Company's Articles of Association with respect to quorum requirements.
Nasdaq Requirements to Be Followed:
Notwithstanding the foregoing exemptions, the Company will comply with the following Nasdaq requirements:
(a) Audit Committee Composition (Exchange Act Rule 10A-3): The Company will establish an Audit Committee that satisfies the requirements of Exchange Act Rule 10A-3 and Nasdaq Rule 5605(c), as described in Section 7.4 above.
(b) Disclosure of Corporate Governance Exemptions: The Company will disclose the significant ways in which its corporate governance practices differ from those followed by US domestic companies under the Nasdaq listing standards on its website and in its annual report on Form 20-F, as required by Nasdaq Rule 5615(a)(3).
(c) Code of Business Conduct and Ethics: The Company will adopt a Code of Business Conduct and Ethics in compliance with Nasdaq Rule 5610 and the requirements of the Sarbanes-Oxley Act, as described in Section 7.6 below.
7.6 Code of Business Conduct and Ethics
The Company will adopt a Code of Business Conduct and Ethics (the "Code") in compliance with Nasdaq Rule 5610 and the requirements of the Sarbanes-Oxley Act of 2002. The Code will be effective prior to the listing of the ADSs on the Nasdaq Global Select Market and will apply to all directors, officers, and employees of the Company and its subsidiaries.
The Code will address the following matters, among others:
•  Conflicts of interest and corporate opportunities;
•  Insider trading prohibitions;
•  Anti-corruption and anti-bribery compliance (including compliance with the US Foreign Corrupt Practices Act, the German Anti-Corruption Act, the EU anti-bribery directives, and the UK Bribery Act 2010);
•  Confidentiality and protection of proprietary information;
•  Fair dealing and competition;
•  Protection and proper use of Company assets;
•  Compliance with applicable laws, rules, and regulations;
•  Whistleblower protections and reporting procedures; and
•  Waivers and amendments of the Code.
A draft of the Code is listed as an exhibit in Schedule A to this application. The Code will be posted on the Company's website and made available to all employees upon adoption.
7.7 Whistleblower Policy
The Company will adopt a whistleblower and complaint procedures policy in compliance with Section 301 of the Sarbanes-Oxley Act and the requirements of Exchange Act Rule 10A-3. The policy will establish procedures for:
•  The receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, auditing matters, or suspected violations of law;
•  The confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and
•  Protections against retaliation for employees who submit complaints or concerns in good faith.
The whistleblower policy will be administered by the Audit Committee. A draft of the policy is listed as an exhibit in Schedule A to this application. The policy will also comply with the EU Whistleblower Directive (Directive (EU) 2019/1937), as transposed into German law through the German Whistleblower Protection Act (Hinweisgeberschutzgesetz), to the extent applicable.
SECTION 8: CORPORATE STRUCTURE AND SUBSIDIARIES
8.1 Organizational Chart
Halcyon Semiconductor AG is the ultimate parent company of the Halcyon group. The Company conducts its operations through a number of wholly owned subsidiaries organized in various jurisdictions, as described below. An organizational chart depicting the Company's material subsidiaries and their ownership relationships is included as an attachment to this Section.
The following table sets forth the Company's material subsidiaries:
All subsidiaries are directly or indirectly wholly owned by Halcyon Semiconductor AG. The Company does not have any joint ventures, minority investments, or variable interest entities that are material to its consolidated financial statements.
8.2 US Subsidiary Details
Halcyon Semiconductor USA Inc. is a corporation organized under the laws of the State of Delaware. It serves as the Company's US operations hub, conducting sales, application engineering, field application support, and customer service activities for the North American market.
•  Registered Address: 1209 Orange Street, Wilmington, DE 19801 (c/o Crowne Albany Corporation)
•  Principal Office: 2500 Augustine Drive, Suite 100, Santa Clara, CA 95054
•  Employer Identification Number (EIN): 84-3927561
•  Incorporation Date: February 15, 2010
•  Number of Employees: Approximately 120 as of December 31, 2025
Halcyon Semiconductor USA Inc. is the Company's principal point of contact with US customers and distributes products imported from the Company's European manufacturing facilities. The US s