PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the internal use of Calderwood & Harkness LLP attorneys and staff working on the referenced matter. Do not distribute, copy, or disclose this document or its contents to any person outside the authorized distribution list without prior written approval of the Responsible Partner. Unauthorized disclosure may result in waiver of applicable privileges.
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 42nd Floor New York, New York 10006
February 4, 2026
MEMORANDUM
Distribution:
Vivienne St. Claire — Responsible Partner, Capital Markets Robert Adeyemi — Billing Partner, Capital Markets Claire Dempsey — Lead Associate, Capital Markets Leonard Cross — Tax Specialist Partner
Re: Form F-6 Exhibits Checklist and Drafting Notes
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I. Introduction and Purpose
This memorandum serves as the comprehensive internal checklist and drafting notes for the preparation of the Registration Statement on Form F-6 (the "Form F-6") to be filed with the U.S. Securities and Exchange Commission (the "SEC") in connection with the registration of American Depositary Shares ("ADSs") to be issued by Meridian Trust Company, National Association ("Meridian Trust" or the "Depositary") against the deposit of ordinary shares (Stammaktien) of Halcyon Semiconductor Aktiengesellschaft, a stock corporation organized under the laws of the Federal Republic of Germany ("Halcyon," "HSAG," or the "Company").
The Form F-6 is a separate registration statement from the Registration Statement on Form F-1 (the "Form F-1"), which registers the public offering of ADSs and the underlying ordinary shares in connection with Halcyon's initial public offering in the United States. The Form F-6 registers the depositary receipt facility itself under the Securities Act of 1933, as amended (the "Securities Act"). This distinction is critical: while the Form F-1 covers the offering and sale of the ADSs and the ordinary shares represented thereby, the Form F-6 provides the registration framework under which the Depositary is authorized to issue ADSs evidenced by American Depositary Receipts ("ADRs") against the deposit of ordinary shares. Both registration statements must be effective for the ADSs to be validly issued under U.S. federal securities law.
The Form F-6 is filed by Meridian Trust Company, N.A. as the Depositary and primary registrant, with Halcyon serving as a co-registrant. This dual-registrant structure reflects the SEC's requirement that the issuer of the underlying deposited securities participate in the registration of the depositary receipt facility.
The key parameters of the ADS program are summarized as follows:
• Program Type: Level III ADR program (registered public offering with U.S. exchange listing)
• ADS Ratio: 1 ADS = 2 ordinary shares (Stammaktien), no par value
• Proposed U.S. Listing: Nasdaq Global Select Market, under the ticker symbol "HCYN"
• Existing Foreign Listing: Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment
• Depositary: Meridian Trust Company, National Association, 101 Barclay Street, New York, New York 10286; key contact: Patricia Novak, Vice President, Depositary Receipts
• Transfer Agent and Registrar for ADSs: Crestfield Transfer Services Inc., 6201 15th Avenue, Brooklyn, New York 11219; key contact: Angela Moretti, Director, Corporate Actions
This memorandum is intended to (a) identify all exhibits required for the Form F-6 and their current preparation status, (b) outline key drafting considerations for the Form F-6 and its exhibits, (c) track coordination points with external parties including the Depositary, transfer agent, German counsel, underwriters' counsel, and auditors, (d) flag risk issues and timing considerations that may affect the preparation and filing of the Form F-6, and (e) provide an action items tracker to ensure all workstreams are completed on schedule.
This memorandum should be read in conjunction with the separate C&H internal workstream memoranda relating to the Form F-1, the underwriting agreement, and the overall IPO timetable.
II. Filing Sequence and Coordination with Form F-1
A. Relationship Between Form F-1 and Form F-6
The relationship between the Form F-1 and the Form F-6 is fundamental to the structure of Halcyon's U.S. initial public offering and should be clearly understood by all members of the working group.
Form F-1 (Registration Statement for the IPO Offering). The Form F-1 registers the offering and sale of 21,400,000 ADSs in the base deal, comprising 15,000,000 primary ADSs (representing newly issued ordinary shares) and 6,400,000 secondary ADSs (representing existing ordinary shares to be sold by the selling shareholders identified in the Form F-1). The Form F-1 also registers up to 3,210,000 additional overallotment ADSs, representing the underwriters' option to purchase additional ADSs. The Form F-1 also registers the ordinary shares underlying each of these ADSs. In total, the Form F-1 registers the offer and sale of up to 24,610,000 ADSs and up to 49,220,000 underlying ordinary shares (at the 1 ADS = 2 ordinary share ratio).
Form F-6 (Depositary Receipt Registration). The Form F-6 registers the depositary shares facility — that is, the mechanism by which ADSs evidenced by ADRs are created and issued by the Depositary against the deposit of ordinary shares. The Form F-6 does not register the offering of the ADSs per se; rather, it registers the ADSs as a class of securities that may be issued by the Depositary under the terms of the Deposit Agreement. The Form F-6 is a prerequisite for the ADSs to be validly issued under the Securities Act. Without an effective Form F-6, the Depositary cannot lawfully issue ADSs, and accordingly the IPO offering registered on the Form F-1 cannot proceed.
Both registration statements must be effective simultaneously. It is essential that the effectiveness of the Form F-6 be coordinated with the effectiveness of the Form F-1 so that the Depositary is authorized to issue ADSs at the time the IPO offering closes and ADSs are delivered to the purchasers thereof. The Form F-6 should be filed concurrently with, or shortly before, the Form F-1 to allow for coordinated SEC review and to ensure that any staff comments on the Form F-6 are addressed in parallel with the Form F-1 review process.
B. Target Filing Dates
The target filing dates for the Form F-6 have been established in coordination with the overall IPO timetable and are summarized below:
• Target confidential submission of Form F-1: April 14, 2026. The Form F-1 will be submitted confidentially pursuant to Section 6(e) of the Securities Act (as amended by the JOBS Act) and the SEC's revised procedures for confidential submission of draft registration statements by foreign private issuers.
• Target filing of Form F-6: On or about April 14, 2026, to be coordinated with the confidential submission of the Form F-1. Important: The Form F-6 is not eligible for confidential submission under the JOBS Act or any other SEC rule. The Form F-6 must be filed publicly on EDGAR and will be immediately accessible through the SEC's EDGAR filing system. This asymmetry between the confidential F-1 submission and the public F-6 filing presents certain timing and disclosure considerations, which are discussed in further detail in Section VIII.A below.
• Estimated SEC first comment letter on Form F-6: If the SEC staff elects to review the Form F-6, any comments are expected within 30 calendar days of filing (approximately mid-May 2026). Based on our experience with recent Form F-6 filings, SEC staff comments on the Form F-6 are typically minimal and tend to focus on the terms of the Deposit Agreement, the Form of ADR, and the depositary fee schedule. In some cases, no comments are issued on the Form F-6 at all.
• Target SEC effectiveness for both Form F-1 and Form F-6: June 22, 2026. The acceleration request letter will be prepared to cover both the Form F-1 and the Form F-6 simultaneously, requesting that the SEC declare both registration statements effective at the same time. Claire Dempsey will be responsible for coordinating the acceleration request.
C. EDGAR Filing Considerations
The Form F-6 will be filed electronically on EDGAR in accordance with the SEC's electronic filing requirements. The following EDGAR-specific considerations apply:
• CIK Number. The Form F-6 will be filed under a separate filing number (333-[●]) but will be linked to the same Central Index Key (CIK) number as the Form F-1. As Halcyon has not previously filed with the SEC, the CIK number is to be determined upon initial EDGAR application. The EDGAR application for Halcyon's CIK number should be submitted in advance of the filing date to avoid delays. Audrey Zhou to coordinate with the EDGAR filing agent.
• Halcyon LEI. Halcyon's Legal Entity Identifier is 5299007KBTVZ3XQHGL48. This LEI should be included in the EDGAR filing header information.
• Filing Agent. Coordinate with the filing agent regarding EDGAR access codes for both Halcyon and Meridian Trust, form type selection (Form F-6), and the technical requirements for exhibit filing. Confirm whether C&H's regular filing agent (currently Sundial Technologies) will handle the Form F-6 filing or whether Meridian Trust's own filing agent will be responsible.
• Cross-Referencing of Exhibits. Where appropriate, exhibits filed with the Form F-6 may cross-reference exhibits filed with the Form F-1, and vice versa. For example, the Deposit Agreement will be filed as an exhibit to both the Form F-6 (as Exhibit (a)(1)) and the Form F-1. The opinion of counsel regarding the validity of the ADSs (Exhibit (b) to the Form F-6) may reference or incorporate by reference legal opinions filed with the Form F-1. Care should be taken to ensure that all cross-references are accurate and that the relevant exhibit has been filed with the referenced registration statement at the time of cross-referencing.
III. Form F-6 Eligibility Requirements
A. Conditions for Use of Form F-6
Form F-6 may be used for the registration of depositary shares evidenced by American Depositary Receipts only if the following conditions, as specified in the General Instructions to Form F-6, are satisfied:
1. Right of Withdrawal. The holder of the ADSs is entitled at any time to withdraw the deposited securities underlying the ADSs, subject only to the following limited exceptions:
(a) temporary delays caused by the closing of the transfer books of the Depositary or the issuer of the deposited securities, or the deposit of shares in connection with voting at a shareholders' meeting, or the payment of dividends;
(b) the payment of fees, taxes, and similar charges; and
(c) compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of deposited securities.
2. Registration or Exemption of Deposited Securities. The deposited securities are offered or sold in transactions registered under the Securities Act or in transactions that are exempt from registration under the Securities Act. For a Level III ADR program such as Halcyon's, this condition is satisfied because the underlying ordinary shares are being registered on the Form F-1 in connection with the IPO offering.
With respect to the withdrawal right, it is essential that the Deposit Agreement to be entered into among Halcyon, Meridian Trust, and the holders and beneficial owners of ADSs contains an unrestricted right of withdrawal, subject only to the three limited exceptions enumerated above. We must confirm with Meridian Trust (Patricia Novak) that the standard form Deposit Agreement satisfies these withdrawal conditions. Specifically, the relevant withdrawal provision of the Deposit Agreement (expected to be in Article [●] thereof) must not impose any restrictions on withdrawal beyond those permitted by the General Instructions to Form F-6. Any additional withdrawal restrictions — such as minimum withdrawal amounts, restrictions during lock-up periods, or conditions relating to anti-money laundering compliance — must be reviewed to determine whether they fall within the scope of the permitted exceptions (particularly exception (c) regarding compliance with laws or governmental regulations).
With respect to the registration condition, the Level III program structure satisfies condition (2) because the ordinary shares to be deposited are being registered on the Form F-1. However, it should be noted that any future issuances of ADSs outside of the IPO offering (e.g., in connection with employee equity compensation, acquisitions, or capital raises) will need to be either registered under the Securities Act or exempt from registration for the ADSs to continue to be issued in compliance with the Form F-6 eligibility requirements.
B. Co-Registrant Status
Halcyon Semiconductor AG is a co-registrant on the Form F-6. Under the SEC's rules, the issuer of the deposited securities must join in the registration statement as a co-registrant with the Depositary. This means that:
• Halcyon must sign the Form F-6 registration statement (through its authorized signatory or agent designated by Power of Attorney);
• Halcyon is subject to the liability provisions of Section 11 of the Securities Act with respect to the Form F-6;
• Halcyon is required to provide certain undertakings and representations in connection with the Form F-6 filing; and
• Halcyon's legal counsel must coordinate with Meridian Trust's legal counsel (or C&H, as counsel to Halcyon, must coordinate with Meridian Trust's internal legal department) to ensure that all aspects of the Form F-6 are satisfactory to both registrants.
Meridian Trust Company, N.A. is the primary registrant on the Form F-6, as the entity that will issue the ADSs. Both entities' authorized signatories must execute the Form F-6, either directly or through duly authorized agents pursuant to validly executed powers of attorney.
IV. Master Exhibits Checklist
The following section sets forth the complete checklist of exhibits required or contemplated for filing with the Form F-6, together with the current preparation status, drafting responsibilities, and coordination requirements for each exhibit.
Exhibit A — Deposit Agreement
Key Commercial Terms of the Deposit Agreement. The following terms have been identified as the principal commercial provisions of the Deposit Agreement that require attention during the drafting and negotiation process:
• ADS Ratio: 1 ADS = 2 ordinary shares (Stammaktien), no par value. The ADS ratio was determined in consultation with the underwriting syndicate (led by Pinnacle Savings Bank and Ashford Bancorp) based on comparable U.S.-listed semiconductor ADR programs and the target per-ADS price range for the IPO.
• Depositary Fee: $0.05 per ADS per annum, payable by ADS holders. This fee is consistent with market standard for Level III ADR programs. Additional fees for issuance of ADSs (upon deposit of ordinary shares), cancellation of ADSs (upon withdrawal of ordinary shares), and permitted reimbursements of Depositary expenses are to be set forth in a fee schedule attached to the Deposit Agreement. The fee schedule should be reviewed with the underwriters to ensure competitiveness.
• Voting Instruction Procedures: The Deposit Agreement will set forth the procedures by which ADS holders may instruct the Depositary to vote the underlying ordinary shares at Halcyon's general meetings (Hauptversammlungen). Under German corporate law (Aktiengesetz), voting at a Hauptversammlung is subject to specific procedural requirements, including the requirement that shareholders (or their proxies) be registered in the share register (Aktienregister) or the attendance list. The voting instruction provisions must be drafted in coordination with Bähr Stein to ensure compliance with applicable German law requirements.
• Dividend and Distribution Mechanics: Provisions governing the conversion of euro-denominated dividends into U.S. dollars and the distribution thereof to ADS holders, including the timing of conversion, the applicable exchange rate mechanism, and the treatment of any taxes withheld at source. German withholding tax on dividends (currently 26.375%, including solidarity surcharge) must be addressed.
• Pre-Emptive Rights Treatment: Under the Aktiengesetz, existing shareholders of a German Aktiengesellschaft generally have statutory pre-emptive rights (Bezugsrechte) in connection with new share issuances. The Deposit Agreement must address how pre-emptive rights will be handled in the ADR context. Note that pre-emptive rights will be excluded for the IPO shares pursuant to a shareholder resolution and Supervisory Board (Aufsichtsrat) approval, as coordinated with Bähr Stein. For future issuances, the Deposit Agreement should specify the Depositary's obligations to notify ADS holders of pre-emptive rights offerings and to facilitate the exercise or sale of such rights.
• Amendment and Termination Provisions: Standard provisions governing the amendment of the Deposit Agreement (with or without consent of ADS holders, depending on the nature of the amendment) and the termination of the ADR program. These provisions are frequently the subject of negotiation between the issuer and the Depositary and should be drafted with care.
Exhibit B — Form of American Depositary Receipt (ADR)
Face of ADR Certificate — Required Content:
• Name of the Depositary: Meridian Trust Company, National Association
• Name of the issuer of the deposited securities: Halcyon Semiconductor Aktiengesellschaft
• ADS ratio: each ADS represents 2 ordinary shares (Stammaktien), no par value
• CUSIP number: placeholder until assigned by the CUSIP Service Bureau
• Transfer agent: Crestfield Transfer Services Inc.
• Restrictive legends, if applicable (e.g., transfer restrictions applicable during any lock-up period, legends required under Regulation S, or legends relating to restrictions imposed by German law)
• Countersignature line for the transfer agent
• Space for holder name, ADS amount, and certificate number
Reverse of ADR Certificate — Required Content:
• Summary of material terms of the Deposit Agreement
• Fee schedule reference (or full fee schedule, if space permits)
• Voting rights provisions (summary)
• Dividend and distribution provisions (summary)
• Right of withdrawal
• Limitation of Depositary liability
• Amendment and termination provisions (summary)
• Reference to the full Deposit Agreement as the controlling document
Exhibit C — Opinion of Counsel (Legality)
Scope of C&H Opinion. The opinion letter to be delivered by Calderwood & Harkness LLP in connection with the Form F-6 filing is expected to address the following matters:
1. Due Authorization of Deposit Agreement. The Deposit Agreement has been duly authorized, executed, and delivered by Halcyon and constitutes a valid and binding obligation of Halcyon, enforceable against Halcyon in accordance with its terms, subject to customary enforceability exceptions (bankruptcy, insolvency, reorganization, moratorium, and other laws of general applicability relating to or affecting creditors' rights, and subject to general equity principles).
2. Valid Issuance of ADSs. The ADSs, when issued by the Depositary in accordance with the terms and conditions of the Deposit Agreement against the deposit of ordinary shares duly authorized and validly issued by Halcyon, will be validly issued, fully paid, and non-assessable.
3. Compliance of Form F-6. The Form F-6 Registration Statement complies as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder.
Coordination with Bähr Stein. Because Halcyon is a German Aktiengesellschaft and certain of the opinion matters require conclusions as to the valid authorization and execution of the Deposit Agreement under German corporate law (Aktiengesetz), C&H will rely on a separate opinion of Bähr Stein Rechtsanwälte (to be delivered by Dr. Christoph Maurelban) addressing the following German law matters:
• Due organization and valid existence of Halcyon under German law
• Due authorization by the Vorstand (and, if applicable, the Aufsichtsrat) of the execution and delivery of the Deposit Agreement and the establishment of the ADR program
• No conflict with Halcyon's Satzung (articles of association) or applicable German law
• The ordinary shares to be deposited have been duly authorized, validly issued, fully paid, and non-assessable under German law
Assumptions and Limitations. The C&H opinion will be given as of the date of effectiveness of the Form F-6 and will be subject to customary assumptions and qualifications, including without limitation:
• The Deposit Agreement is governed by Delaware law; the opinion as to enforceability will be given under the laws of the State of Delaware and, to the extent applicable, the laws of the State of New York
• The opinion will not address compliance with federal or state securities laws (other than the form compliance opinion referenced in item 3 above)
• The opinion will assume the due authorization, execution, and delivery of the Deposit Agreement by Meridian Trust and all other parties thereto (other than Halcyon)
• The opinion will rely upon the Bähr Stein opinion for all matters governed by the laws of the Federal Republic of Germany
Exhibit D — Powers of Attorney / Authorization of Agent
Note on Halcyon's *Satzung* Signing Authority Provisions. Under German corporate law, the Satzung (articles of association) of an Aktiengesellschaft typically specifies the manner in which the Vorstand (management board) may represent the company. Common provisions require either (a) two members of the Vorstand acting jointly, or (b) one member of the Vorstand acting jointly with a Prokurist (authorized signatory). The Power of Attorney must be executed in a manner that satisfies the applicable signing authority provisions of Halcyon's Satzung. Audrey Zhou to coordinate with Johanna Weiß at Bähr Stein to obtain a copy of the relevant Satzung provisions and confirm the requirements for valid execution of the Power of Attorney.
Exhibit E — Consent of Independent Registered Public Accounting Firm
Analysis of Whether Auditor Consent Is Required. The Form F-6 does not, by its own terms, require the inclusion or incorporation by reference of audited financial statements. The Form F-6 is limited to the registration of the depositary receipt facility and does not contain the type of disclosure (including financial statements) that is required in a Form F-1 or an annual report on Form 20-F. Accordingly, unless the Form F-6 as drafted incorporates by reference any portion of the Form F-1 that includes or references Halcyon's audited financial statements, the consent of Blackmere & Whitfield LLP should not be required for the Form F-6 filing. However, this conclusion should be confirmed by reviewing the final text of the Form F-6 to ensure that no inadvertent incorporation by reference of financial data has been included. If the Form F-6 cover page or any other portion of the filing references financial information or the auditors by name, a consent may be triggered. Audrey Zhou to confirm with Graham Templeton and to flag this issue during the initial Form F-6 drafting process.
Exhibit F — Consent of Counsel
The consent of counsel is a standard requirement under the Securities Act and Rule 436 thereunder. The consent must be manually signed by the signing partner (Vivienne St. Claire) and filed electronically on EDGAR as part of or alongside the opinion of counsel. The consent language is typically a brief paragraph stating that Calderwood & Harkness LLP consents to the filing of its opinion as an exhibit to the Form F-6 and to all references to the firm in the Registration Statement. The consent should also state that in giving such consent, the firm does not thereby admit that it is in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.
Exhibit G — Form of Custodian Agreement (German Custodian)
Note on German Custodian Arrangements. The ordinary shares underlying the ADSs will be deposited with a German sub-custodian appointed by Meridian Trust and held through Ashgrove Enterprises Banking AG, which is the German central securities depository. The identity of the German sub-custodian has not yet been confirmed by Meridian Trust; common sub-custodians for ADR programs involving German issuers include Adriatic Trust Bank (Frankfurt am Main), Dunmore Bancorp, and Vireo Financial. The sub-custodian will hold the ordinary shares in a segregated custodial account on behalf of Meridian Trust (as Depositary) for the benefit of ADS holders. The terms of the Custodian Agreement will govern the safekeeping, transfer, and release of the deposited ordinary shares. Even if the Custodian Agreement is not filed as a separate exhibit to the Form F-6, the material terms of the custodial arrangements should be summarized in the Deposit Agreement and in the description of the ADS program in the Form F-1 prospectus.
V. Form F-6 Registration Statement — Drafting Notes
The following drafting notes address the principal components of the Form F-6 registration statement (other than the exhibits discussed in Section IV above). These notes are intended to guide the preparation of the initial draft by Audrey Zhou, subject to review by Claire Dempsey and Vivienne St. Claire.
A. Cover Page
The cover page of the Form F-6 must include the following information, as specified in the form instructions:
• Name of Depositary: Meridian Trust Company, National Association
• Name of Issuer of Deposited Securities: Halcyon Semiconductor Aktiengesellschaft
• Title of Deposited Securities: Ordinary shares (Stammaktien), no par value (nennwertlose Stückaktien)
• Title of ADSs: American Depositary Shares (each representing 2 ordinary shares)
• Proposed U.S. Listing: Nasdaq Global Select Market; ticker symbol: HCYN
• Issuer's Existing Listing: Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment
• Issuer's Jurisdiction of Incorporation: Federal Republic of Germany; the Company is registered in Munich, Bavaria; Commercial Register (Handelsregister) No. HRB 217458, Amtsgericht München (Local Court of Munich)
• Depositary's Jurisdiction: National banking association organized under the laws of the United States of America pursuant to the National Bank Act
• Reference to Concurrent Form F-1 Registration: The cover page should include the following or substantially similar language: "The ordinary shares to be deposited under the Deposit Agreement are being registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form F-1 (File No. 333-[●]) filed concurrently herewith." The Form F-1 file number should be inserted once known (it will be assigned upon filing or confidential submission of the Form F-1).
The cover page should also include the required fee calculation table. The SEC filing fee for the Form F-6 is calculated based on the aggregate offering amount of the ADSs to be registered, using the fee rate in effect at the time of filing. Audrey Zhou to coordinate with the billing department to calculate the appropriate filing fee and to ensure payment is made at the time of filing.
B. Item 1 — Description of Securities to Be Registered
Item 1 of Form F-6 requires a description of the securities to be registered — namely, the ADSs evidenced by ADRs. The description should include the following:
• General Description of ADSs. The ADSs being registered are American Depositary Shares evidenced by American Depositary Receipts. Each ADS represents 2 ordinary shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft, deposited with Meridian Trust Company, N.A. as Depositary, or its custodian.
• Depositary Fee Structure. The fee structure for the ADSs, including the annual depositary fee of $0.05 per ADS payable by ADS holders, and additional fees for issuance of new ADSs upon deposit of ordinary shares, cancellation of ADSs and withdrawal of ordinary shares, and the Depositary's right to reimbursement for certain expenses (including cable, telex, facsimile charges, and other charges incurred in the delivery of deposited securities). The complete fee schedule should be set forth in the Deposit Agreement and summarized in Item 1.
• Transfer Agent for ADSs. Crestfield Transfer Services Inc. serves as the transfer agent and registrar for the ADSs. The transfer agent's role is to maintain the register of ADS holders, process transfers of ADSs, and coordinate with the Depositary on issuance and cancellation of ADSs.
• Summary of Rights and Obligations of ADS Holders. The following material rights and obligations of ADS holders under the Deposit Agreement should be summarized:
(a) Right to Withdraw Underlying Ordinary Shares. ADS holders are entitled at any time to withdraw the ordinary shares underlying their ADSs, subject only to the limited temporary delays, fees and taxes, and legal compliance requirements specified in the Deposit Agreement and permitted by Form F-6.
(b) Voting Instruction Procedures. Upon receipt of notice from Halcyon of any general meeting (Hauptversammlung), the Depositary will notify ADS holders and arrange for the delivery of voting instruction forms. ADS holders may instruct the Depositary to vote the ordinary shares underlying their ADSs in accordance with such instructions. The Deposit Agreement should specify the deadline for receipt of voting instructions, the manner in which the Depositary will vote uninstructed shares (if applicable), and the limitations on the Depositary's obligations with respect to voting. German law considerations relating to shareholder voting, including the requirement for registration in the share register, must be addressed in coordination with Bähr Stein.
(c) Dividend and Distribution Pass-Through. Cash dividends and other distributions received by the Depositary with respect to the deposited ordinary shares will be distributed to ADS holders, net of applicable fees and taxes (including German withholding tax). Dividends denominated in euros will be converted to U.S. dollars by the Depositary at the prevailing exchange rate. The Deposit Agreement should specify the mechanics of currency conversion, the timing of distributions, and the treatment of fractional amounts.
(d) Pre-Emptive Rights. Under the Aktiengesetz, existing shareholders of Halcyon generally have statutory pre-emptive rights (Bezugsrechte) in connection with the issuance of new ordinary shares. The Deposit Agreement will address the treatment of pre-emptive rights in the ADR context. For the IPO, pre-emptive rights with respect to the 30,000,000 newly issued ordinary shares will be excluded pursuant to a shareholder resolution and Supervisory Board approval, as coordinated with Bähr Stein. For future rights offerings, the Deposit Agreement should specify the Depositary's obligations to notify ADS holders and to facilitate the exercise or sale of pre-emptive rights, to the extent lawful and practicable.
(e) Limitations on Liability of the Depositary. The Deposit Agreement contains standard provisions limiting the Depositary's liability to ADS holders, including limitations relating to (i) the exercise of discretion in connection with voting, distributions, and other matters, (ii) the accuracy of information provided by the issuer, (iii) the actions or omissions of the custodian, and (iv) force majeure events. These provisions are subject to negotiation and should be consistent with market practice for Level III ADR programs.
C. Item 2 — Exhibits
Item 2 of the Form F-6 requires a listing of all exhibits filed with the registration statement. The exhibit index should cross-reference the master exhibits checklist set forth in Section IV of this memorandum. All exhibits must be in final form before the filing date, with the understanding that certain exhibits (such as the opinion of counsel and consent of counsel) may be filed by amendment if they are not available at the time of the initial filing. However, the Deposit Agreement and the Form of ADR should be filed with the initial Form F-6 filing to the extent possible, and the opinion of counsel must be filed no later than the date the Form F-6 is declared effective by the SEC.
Care should be taken to ensure that the exhibit numbers used in the Form F-6 correspond to the exhibit designations specified in the Form F-6 instructions (i.e., (a)(1) for the Deposit Agreement, (a)(2) for the Form of ADR, (b) for the opinion of counsel, (d) for powers of attorney, and (e) for the auditor's consent, if applicable).
D. Signatures
The Form F-6 must be signed by both registrants: Meridian Trust Company, N.A. (as Depositary and primary registrant) and Halcyon Semiconductor AG (as co-registrant and issuer of the deposited securities). The following signature requirements apply:
• Meridian Trust Company, N.A.: Patricia Novak, Vice President, Depositary Receipts (or such other authorized signatory as may be designated by Meridian Trust's Power of Attorney). Meridian Trust should confirm the identity and title of the signing officer and ensure that the signing officer has been duly authorized by Meridian Trust's board of directors or management committee to execute SEC filings.
• Halcyon Semiconductor AG: The Form F-6 will be signed on behalf of Halcyon by an authorized signatory designated under the Power of Attorney described in Exhibit D above. Because Halcyon is a German company with no officers located in the United States, it is customary for Halcyon to designate a U.S.-based agent to sign the Form F-6 and any amendments thereto. The designated agent may be either (a) Vivienne St. Claire of Calderwood & Harkness LLP, in her capacity as outside counsel to Halcyon and authorized agent under the Power of Attorney, or (b) an authorized officer of Halcyon Semiconductor USA Inc., Halcyon's U.S. subsidiary.
Halcyon Semiconductor USA Inc. — Halcyon Semiconductor USA Inc. is a Delaware corporation registered at 1209 Orange Street, Wilmington, Delaware 19801 (registered agent address), with its principal office at 2500 Augustine Drive, Suite 100, Santa Clara, California 95054. The EIN of Halcyon Semiconductor USA Inc. is 84-3927561. If Halcyon Semiconductor USA Inc. is to serve as the authorized U.S. representative for purposes of the Form F-6 filing, we will need to confirm the identity of the officer who will be designated to sign and ensure that such officer is authorized to act on behalf of Halcyon AG (the parent company) under the Power of Attorney.
The choice between Vivienne St. Claire (C&H) and an officer of Halcyon Semiconductor USA Inc. as the authorized agent should be discussed with Halcyon (Wilhelm Ostermann) and confirmed before the Power of Attorney is executed. Both approaches are common in practice. Using outside counsel as the authorized agent has the advantage of simplicity and speed (Vivienne can sign on behalf of Halcyon without the need for internal corporate approvals at the U.S. subsidiary level), while using an officer of the U.S. subsidiary has the advantage of keeping the signing authority within the corporate family.
The signature page format must comply with EDGAR requirements, including the use of "/s/" conformed signatures for electronic filing.
E. XBRL/iXBRL Requirements
Under current SEC rules, the cover page of the Form F-6 must be tagged using inline XBRL (iXBRL) in accordance with Rule 406 of Regulation S-T. This requirement applies to cover page data elements such as the name of the registrant, the title of the securities being registered, and other information specified by the SEC's EDGAR Filer Manual. Audrey Zhou should coordinate with the EDGAR filing agent to confirm the current technical specifications for iXBRL tagging of the Form F-6 cover page and to ensure that the filing agent's systems can accommodate the required tagging. Note that the body of the Form F-6 and its exhibits are not currently required to be tagged in iXBRL.
VI. Coordination Points with External Parties
The following section identifies the key external parties with whom coordination is required for the preparation and filing of the Form F-6, together with the specific items needed from each party and the applicable deadlines.
A. Meridian Trust Company, N.A.
Contact: Patricia Novak, Vice President, Depositary Receipts, 101 Barclay Street, New York, New York 10286. Telephone: (212) 815-XXXX. Email: patricia.novak@meridiantrust.com.
Items needed from Meridian Trust:
1. Standard form Deposit Agreement template. Meridian Trust's standard form Deposit Agreement for Level III ADR programs, which will serve as the starting point for C&H's drafting of the Halcyon-specific Deposit Agreement. The standard form should include Meridian Trust's preferred provisions on liability limitations, indemnification, amendment procedures, fee structure, and operational mechanics.
2. Standard form ADR certificate template. Meridian Trust's standard form ADR certificate, including both the face and reverse of the certificate, to be customized for Halcyon.
3. Meridian Trust Power of Attorney for signing the Form F-6. A duly executed Power of Attorney authorizing designated officers of Meridian Trust (including Patricia Novak) to sign the Form F-6 and any amendments thereto on behalf of Meridian Trust.
4. Confirmation of German sub-custodian appointment and custodian agreement. Confirmation of the identity of the German sub-custodian appointed by Meridian Trust for the safekeeping of deposited ordinary shares, and whether Meridian Trust wishes to file the Custodian Agreement as an exhibit to the Form F-6 or simply reference the custodial arrangements in the Deposit Agreement.
5. Confirmation of Meridian Trust's EDGAR filing agent and filing logistics. Confirmation of whether Meridian Trust will use its own EDGAR filing agent for the Form F-6 filing, or whether C&H will handle the filing on behalf of both registrants. If Meridian Trust has its own filing agent, coordination between the two filing agents will be necessary.
6. Meridian Trust internal legal review and approval timeline. Confirmation of the timeline for Meridian Trust's internal legal review and approval of the Deposit Agreement, Form of ADR, and Form F-6. We need to understand any internal approval requirements (e.g., review by Meridian Trust's Legal and Compliance departments, sign-off by Meridian Trust's business line managers) and build these into the overall project timeline.
7. Fee schedule confirmation. Final confirmation of the depositary fee structure, including the $0.05 per ADS annual fee and all other fees to be charged to ADS holders or reimbursed by Halcyon.
Deadline for Meridian Trust materials: February 28, 2026 (to allow sufficient time for C&H to draft and circulate the Deposit Agreement, Form of ADR, and Form F-6 before the all-parties drafting session scheduled for March 23–24, 2026). Audrey Zhou to follow up with Patricia Novak promptly.
B. Crestfield Transfer Services Inc.
Contact: Angela Moretti, Director, Corporate Actions, 6201 15th Avenue, Brooklyn, New York 11219. Telephone: (718) 921-XXXX. Email: amoretti@crestfieldtransfer.com.
Items needed from Crestfield Transfer Services:
1. Confirmation of appointment as transfer agent and registrar for ADSs. Written confirmation from Crestfield that it has been engaged to serve as the transfer agent and registrar for the ADSs and that it is prepared to fulfill this role in connection with the IPO.
2. CUSIP application for ADSs. Crestfield to coordinate with the CUSIP Service Bureau (operated by Harborview & Co.) to apply for and obtain a CUSIP number for the ADSs. The CUSIP number is required for the ADR certificate and for DTC eligibility. The CUSIP application should be submitted as soon as the ADS terms are finalized.
3. DTC eligibility confirmation for ADSs. Confirmation that the ADSs will be eligible for book-entry delivery, settlement, and clearance through The Depository Trust Company (DTC). DTC eligibility is a prerequisite for listing on the Nasdaq Global Select Market and for efficient secondary market trading of the ADSs. Crestfield to coordinate with DTC (as applicable) and with Meridian Trust to ensure that all DTC eligibility requirements are met.
C. Bähr Stein Rechtsanwälte (German Counsel to Halcyon)
Contact: Dr. Christoph Maurelban, Partner; Johanna Weiß, Senior Associate. Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Germany. Telephone: +49 (0) 69 XXXX-XXXX. Email: c.feuerbach@baehrstein.de; j.weiss@baehrstein.de.
Items needed from Bähr Stein:
1. German law opinion on due authorization. A formal opinion of German counsel confirming that Halcyon has been duly authorized to enter into the Deposit Agreement and to establish the ADR program under German corporate law, including confirmation that all necessary corporate approvals (Vorstand resolutions, Aufsichtsrat approvals, and, if applicable, Hauptversammlung resolutions) have been obtained. This opinion will be relied upon by C&H in its opinion letter (Exhibit C to the Form F-6).
2. Confirmation regarding validity of Power of Attorney under German law. Confirmation that the Power of Attorney to be executed by Dr. Friedrich Wendt and Katarina Dalmqvist (and any other required signatories) in connection with the Form F-6 filing is valid under German law and Halcyon's Satzung. Specific issues to be addressed include (a) whether the Power of Attorney must be notarized or apostilled under the Aktiengesetz or Halcyon's Satzung, (b) whether additional Vorstand or Aufsichtsrat approvals are required, and (c) the scope of authority that may be delegated to a U.S.-based agent under German law.
3. Advice on German regulatory approvals. Confirmation of whether the establishment of the ADR program and the deposit of ordinary shares with a German sub-custodian trigger any notification or approval requirements under German securities regulations, including (a) notification to BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht), (b) disclosure obligations under the Wertpapierhandelsgesetz (WpHG), (c) any FX control or capital movement restrictions, and (d) compliance with the EU Market Abuse Regulation as implemented in Germany.
4. Coordination on pre-emptive rights exclusion and authorized capital. Advice on the shareholder resolution and Aufsichtsrat approval required to exclude pre-emptive rights (Bezugsrechtsausschluss) for the 30,000,000 new ordinary shares to be issued in connection with the IPO. Bähr Stein to confirm that the authorized capital (genehmigtes Kapital) provisions of Halcyon's Satzung are sufficient to support the issuance of 30,000,000 new ordinary shares and that all required corporate approvals for the capital increase and the exclusion of pre-emptive rights will be in place before the Form F-6 filing. This is a critical prerequisite for the IPO and must be completed before both the Form F-1 and the Form F-6 are filed.
D. Varen & Kessler LLP (Underwriters' Counsel)
Contact: Martin Ashford, Partner; Priya Ranganathan, Senior Associate. 51 West 52nd Street, New York, New York 10019. Telephone: (212) 310-XXXX. Email: mashford@varenkessler.com; pranganathan@varenkessler.com.
Varen & Kessler LLP ("V&K") serves as counsel to the underwriters in the IPO. V&K will review and comment on the Deposit Agreement and the Form of ADR from the underwriters' perspective. Underwriters typically have specific concerns regarding the Deposit Agreement provisions that affect the secondary market trading of ADSs, including fee structures, DTC eligibility, transfer provisions, and liability and indemnification provisions. V&K's comments should be solicited early in the drafting process and incorporated into the all-parties drafting session.
Comment deadlines for V&K should be coordinated with the overall drafting timeline to avoid delays. We should aim to provide V&K with a draft of the Deposit Agreement and Form of ADR no later than March 14, 2026 (one week before the all-parties session), with comments requested by March 20, 2026.
E. Blackmere & Whitfield LLP
Contact: Graham Templeton, Partner, 7 Times Square, New York, New York 10036. Telephone: (212) 489-XXXX. Email: g.templeton@blackmerewhitfield.com. Munich office: Dieter Kaufmann, Wirtschaftsprüfer, Ganghoferstraße 29, 80339 Munich. Telephone: +49 (0) 89 XXXX-XXXX. Email: d.kaufmann@blackmerewhitfield.de.
As discussed in Section IV above (Exhibit E), the principal open question with respect to Blackmere & Whitfield LLP is whether an auditor's consent is required for the Form F-6 filing. Audrey Zhou to confirm with Graham Templeton whether the Form F-6 as currently contemplated would trigger a consent requirement, and if so, to request that Blackmere & Whitfield prepare and deliver the consent in advance of the filing date. This confirmation should be obtained no later than March 1, 2026.
VII. Open Items and Action Items Tracker
The following table sets forth all open items and action items identified as of the date of this memorandum, together with the responsible party, deadline, and current status for each item. This tracker will be updated on a rolling basis as the Form F-6 preparation progresses.
Notes on Priority Items. Action Items 1 and 5 are the highest priority items at this time. The standard form Deposit Agreement template from Meridian Trust (Action Item 1) is the critical path item for the drafting process — we cannot finalize our first draft of the Deposit Agreement (Action Item 5) without the Meridian Trust standard form as a starting point. Audrey Zhou should follow up with Patricia Novak immediately if the template has not been received by February 10, 2026. Action Items 3 and 4 (Halcyon POA and Bähr Stein coordination) are also time-sensitive, as the Power of Attorney must be executed well in advance of the filing date and requires German law analysis.
VIII. Risk Considerations and Drafting Flags
The following risk considerations and drafting flags have been identified in connection with the preparation and filing of the Form F-6. These items should be discussed with Vivienne St. Claire and, as appropriate, with the client and other members of the working group.
A. Timing Risk — Public Filing of Form F-6
The Form F-6 is not eligible for confidential submission under the JOBS Act or any other SEC provision. Unlike the Form F-1, which will be submitted confidentially on approximately April 14, 2026, the Form F-6 must be filed publicly on EDGAR and will be immediately available to the public through the SEC's EDGAR filing system. This creates an asymmetry: the existence and terms of Halcyon's proposed U.S. ADR program will be publicly known as soon as the Form F-6 is filed, even though the Form F-1 (which contains the detailed prospectus, financial statements, and other sensitive commercial information about the offering) will remain confidential during the SEC review period.
The public filing of the Form F-6 and, in particular, the Deposit Agreement (which will be attached as an exhibit to the Form F-6 and will contain material terms of the ADR program) may have the following consequences:
• Market Speculation. The public filing could trigger speculation in the market — both in the United States and on the Frankfurt Stock Exchange — regarding the timing and terms of Halcyon's U.S. IPO. Competitors, investors, and financial media may review the Form F-6 filing and draw inferences about the offering.
• German Securities Regulation. Under German securities regulations, including the Market Abuse Regulation (MAR) as applicable in the EU/EEA, the public filing of the Form F-6 may constitute or follow the disclosure of inside information (Insiderinformationen). Halcyon may have disclosure obligations under MAR, including the obligation to issue an ad hoc disclosure (Ad-hoc-Mitteilung) on the Frankfurt Stock Exchange if the establishment of the U.S. ADR program and Nasdaq listing constitutes price-sensitive inside information that has not yet been publicly disclosed. This issue must be coordinated with Bähr Stein (Dr. Christoph Maurelban) and Halcyon's investor relations team.
We must discuss with Halcyon (Wilhelm Ostermann, General Counsel) and Ashton & Burke Advisory (Lukas Frey, financial advisor to Halcyon) whether the public Form F-6 filing could trigger these concerns and, if so, coordinate the timing of a press release or Frankfurt Stock Exchange ad hoc disclosure in connection with the Form F-6 filing. The Form F-6 and Deposit Agreement should be reviewed to ensure that they do not contain commercially sensitive information that the client wishes to keep confidential during the SEC review period. In particular, the Deposit Agreement should not include specific pricing, valuation, or offering size information that is properly disclosed only in the Form F-1 prospectus.
B. Deposit Agreement Negotiation
The Deposit Agreement is the central document of the ADR program and will require substantive negotiation among Halcyon, Meridian Trust, and potentially the underwriters (through their counsel, Varen & Kessler). Based on our experience with comparable Level III ADR programs, the following issues are expected to be the primary negotiation points:
• Liability Limitations of the Depositary. Meridian Trust will seek broad limitations on its liability to ADS holders, including exculpation from liability for losses arising from the exercise of discretion in connection with voting, the conversion and distribution of dividends, and the actions or omissions of the sub-custodian. Halcyon will want to ensure that the Depositary's liability limitations are reasonable and consistent with market practice, and that the Depositary retains meaningful accountability for its own negligence or willful misconduct.
• Indemnification Provisions. The Deposit Agreement will likely include reciprocal indemnification provisions between Halcyon and Meridian Trust. Halcyon's exposure under these indemnification provisions (particularly with respect to losses arising from inaccurate information provided by Halcyon or from breaches of representations and warranties) should be carefully reviewed by the team.
• Amendment Procedures. The Deposit Agreement will contain provisions governing amendments. Amendments that materially and adversely affect the rights of ADS holders typically require notice to ADS holders and may require ADS holder consent (or, alternatively, provide ADS holders with a right to surrender their ADSs and withdraw the underlying ordinary shares if they do not wish to be bound by the amendment). The scope of the Depositary's and Halcyon's ability to amend the Deposit Agreement without ADS holder consent should be carefully negotiated.
• Fee Structure. While the $0.05 per ADS annual fee has been tentatively agreed, the full fee schedule (including issuance and cancellation fees, reimbursements, and any pass-through expenses) remains subject to negotiation. The fee structure should be competitive with comparable ADR programs and acceptable to the underwriters.
• Voting Instruction Mechanics. The procedures by which ADS holders may instruct the Depositary to vote the underlying ordinary shares are complex, particularly given the requirements of German corporate law regarding shareholder voting. Issues include the deadline for submission of voting instructions, the treatment of uninstructed shares (e.g., whether the Depositary may give a discretionary proxy to Halcyon or to a Halcyon-designated individual), and the allocation of costs for voting-related communications.
Sufficient time must be allocated for the negotiation and resolution of these issues. The all-parties drafting session on March 23–24, 2026 should be used to identify and resolve the major open points, with follow-up negotiations to be conducted by telephone and email in the weeks following the session.
C. German Regulatory Coordination
The establishment of the ADR program may trigger notification or approval requirements under German securities law or BaFin rules. In particular:
• Bähr Stein should confirm whether the establishment of the ADR program requires notification to BaFin or any other German regulatory authority.