CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
ORGANIZATIONAL MEETING AGENDA
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
PROSPECTIVE US INITIAL PUBLIC OFFERING VIA LEVEL III ADR PROGRAM
Prepared by: Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, New York 10006
C&H Matter No.: 1032-00003
Date of Meeting: Wednesday, January 22, 2026
Time: 9:00 a.m. – 1:00 p.m. (Eastern Time) 3:00 p.m. – 7:00 p.m. (Central European Time)
Location: Calderwood & Harkness LLP, One Liberty Plaza, 42nd Floor, New York, New York 10006; with video conference dial-in for European-based participants
Matter: Halcyon Semiconductor Aktiengesellschaft — Prospective US Initial Public Offering via Level III American Depositary Receipt Program
This document and the information contained herein are strictly confidential and are protected by the attorney-client privilege and the work product doctrine. Distribution is limited to the members of the working group identified herein. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this document in error, please notify Calderwood & Harkness LLP immediately and destroy all copies.
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I. ATTENDEES
The following individuals are expected to participate in the organizational meeting on January 22, 2026. Attendees in New York will participate in person at the Calderwood & Harkness offices. European-based participants will join via video conference. Contact information for each attendee, including direct telephone numbers and email addresses, will be set forth in the Working Group List to be circulated following this meeting.
A. Halcyon Semiconductor AG (Issuer / Client)
The following members of the Halcyon Semiconductor AG management board and legal department will attend via video conference from the company's headquarters in Munich, Germany:
1. Dr. Friedrich Wendt — Chief Executive Officer (Vorstandsvorsitzender). Dr. Wendt will serve as the principal executive officer for purposes of the Form F-1 Registration Statement and will be a primary participant in the roadshow presentation. Dr. Wendt will attend via video conference from Munich.
2. Katarina Dalmqvist — Chief Financial Officer (Finanzvorstand). Ms. Dalmqvist will serve as the principal financial officer for purposes of the Form F-1 Registration Statement and will be the second principal presenter during the roadshow. Ms. Dalmqvist will attend via video conference from Munich.
3. Wilhelm Ostermann — General Counsel (Chefjustitiar). Mr. Ostermann will serve as the primary internal legal contact for the transaction and will coordinate document production from Halcyon for due diligence purposes. Mr. Ostermann will attend via video conference from Munich.
B. Calderwood & Harkness LLP (US Counsel to the Issuer)
The following members of Calderwood & Harkness LLP will participate in person at the firm's New York office:
1. Vivienne St. Claire — Partner, Capital Markets. Ms. St. Claire will serve as the responsible partner for the engagement, overseeing all aspects of the Form F-1 Registration Statement, SEC correspondence, and the delivery of legal opinions at closing.
2. Robert Adeyemi — Partner, Capital Markets. Mr. Adeyemi will serve as the billing partner for the engagement, managing the fee budget and providing support on the underwriting agreement, pricing agreement, and related transaction documentation.
3. Claire Dempsey — Lead Associate, Capital Markets. Ms. Dempsey will serve as the lead drafter of the Form F-1 Registration Statement and prospectus and will manage the day-to-day coordination of workstreams, due diligence, and document circulation among the working group.
4. Audrey Zhou — Associate, Capital Markets. Ms. Zhou will have principal responsibility for the deposit agreement and Form F-6 registration, the Nasdaq listing application, corporate governance deliverables, and EDGAR filing logistics.
5. Leonard Cross — Partner, Tax. Mr. Cross will have principal responsibility for all tax-related aspects of the transaction, including the taxation section of the prospectus, the PFIC analysis, the US-Germany tax treaty analysis, and the tax opinion to be filed as an exhibit to the Registration Statement.
C. Westbridge Securities LLC (Lead Left Bookrunner / Representative of the Underwriters)
1. Jonathan Hartwell — Managing Director, Global Equity Capital Markets. Mr. Hartwell will attend in person in New York. Westbridge Securities LLC, with offices at 383 Madison Avenue, New York, New York 10179, will serve as the lead left bookrunner and as the representative of the underwriters under the underwriting agreement. Westbridge will also serve as the stabilizing manager and lock-up consent agent.
D. Pinnacle Morgan & Co., Inc. (Joint Bookrunner)
1. Sarah Okonkwo — Director, Equity Capital Markets. Ms. Okonkwo will attend in person in New York. Pinnacle Morgan & Co., Inc., with offices at 200 Park Avenue, New York, New York 10166, will serve as a joint bookrunner for the offering.
E. Andover Barcliffe Group Inc. (Joint Bookrunner)
1. David Reinhardt — Managing Director, ECM. Mr. Reinhardt will attend in person in New York. Andover Barcliffe Group Inc., with offices at 1251 Avenue of the Americas, New York, New York 10020, will serve as a joint bookrunner for the offering.
F. Northpointe Capital LLC (Co-Manager)
1. Lisa Cheng — Vice President, ECM. Ms. Cheng will attend in person in New York. Northpointe Capital LLC, with offices at 140 Broadway, New York, New York 10005, will serve as a co-manager for the offering.
G. Varen & Kessler LLP (US Counsel to the Underwriters)
1. Martin Ashford — Partner, Capital Markets. Mr. Ashford will attend in person in New York. Varen & Kessler LLP, with offices at 51 West 52nd Street, New York, New York 10019, serves as US counsel to the underwriting syndicate. Mr. Ashford's team, including Priya Ranganathan (Senior Associate), will be responsible for reviewing the Registration Statement and prospectus, negotiating the underwriting agreement, coordinating the due diligence defense, and preparing the FINRA underwriting compensation filing.
H. Bähr Stein Rechtsanwälte PartGmbB (German Counsel to the Issuer)
1. Dr. Christoph Maurelban — Partner, Capital Markets. Dr. Maurelban will attend via video conference from the firm's Frankfurt office at Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Germany. Bähr Stein will serve as German counsel to Halcyon Semiconductor AG, advising on all German corporate law and securities law matters arising in connection with the offering, including the new share issuance under the Aktiengesetz, pre-emptive rights exclusion, Supervisory Board approvals, and German law legal opinions for closing.
I. Blackmere & Whitfield LLP (Independent Auditors — US PCAOB-Registered)
1. Graham Templeton — Partner, New York. Mr. Templeton will attend in person in New York. Blackmere & Whitfield LLP, with offices at 7 Times Square, New York, New York 10036, is registered with the Public Company Accounting Oversight Board and will serve as the principal auditing firm for purposes of the Form F-1 Registration Statement. Mr. Templeton will coordinate with the Munich engagement partner, Dieter Kaufmann, of Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft.
J. Meridian Trust Company, N.A. (ADR Depositary Bank)
1. Patricia Novak — Vice President, Depositary Receipts. Ms. Novak will attend in person in New York. Meridian Trust Company, N.A., with offices at 101 Barclay Street, New York, New York 10286, will serve as the depositary bank for the Level III ADR program, acting as counterparty to the deposit agreement and issuing the American Depositary Shares.
K. Not Attending / To Be Separately Briefed
The following individuals and organizations are members of the working group but will not attend the organizational meeting on January 22, 2026. Each will receive minutes and follow-up communications as specified below:
1. Prumvane Thornton LLP (German Counsel to the Underwriters) — Dr. Stefan Braun, Partner, Frankfurt. Dr. Braun and his team will receive the meeting minutes and follow-up materials circulated by C&H. Dr. Braun's firm will advise the underwriters on German corporate and securities law matters, including due diligence on the issuer under German law.
2. Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Munich) — Dieter Kaufmann, Lead Engagement Partner (Wirtschaftsprüfer). Mr. Kaufmann will coordinate directly with Graham Templeton on all audit-related matters and will receive relevant portions of the meeting minutes.
3. Ashton & Burke Advisory GmbH (Financial Advisor to the Issuer) — Lukas Frey, Managing Partner. Mr. Frey and his team will receive the meeting minutes and follow-up materials. Ashton & Burke is engaged as the financial advisor to Halcyon, providing valuation analysis, timing advice, and investor relations strategy.
4. Crestfield Transfer Services Inc. (Transfer Agent / ADS Registrar) — Angela Moretti, Director, Corporate Actions. Ms. Moretti will be contacted separately by Audrey Zhou regarding the engagement of Crestfield as the transfer agent and ADS registrar for the ADR program.
5. Bridgeport Investor Relations LLC (US IR Advisor) — Thomas Harding, Senior Vice President. Mr. Harding will be contacted separately regarding roadshow preparation and ongoing investor relations support following the US listing.
6. Clearwater D&O Insurance Brokers Ltd. — Emma Callister, Vice President. Ms. Callister will be contacted separately regarding the D&O insurance program timeline and policy binding requirements.
II. WELCOME AND INTRODUCTIONS (9:00 a.m. – 9:15 a.m.)
A. Opening Remarks
Vivienne St. Claire will open the meeting, welcome all participants attending both in person in New York and via video conference from Munich and Frankfurt, and confirm that a quorum of the working group is present and connected for purposes of proceeding with the organizational meeting.
Ms. St. Claire will remind all attendees that the matters discussed during the meeting are strictly confidential and are subject to the attorney-client privilege and the work product doctrine as between Calderwood & Harkness LLP and its client, Halcyon Semiconductor AG. All participants are expected to maintain the confidentiality of the transaction and the information discussed at this meeting. No public disclosure of the planned initial public offering should be made until the public filing of the Registration Statement, which is currently targeted for June 8, 2026. Ms. St. Claire will also note the application of material non-public information ("MNPI") protocols for all participants, particularly representatives of the underwriting syndicate and their affiliates.
Following the opening remarks, Ms. St. Claire will conduct a round of introductions, asking each attendee to identify themselves, their firm or organization, and their role in the transaction. This process will ensure that all participants on the video conference are clearly identified and that each member of the working group understands the roles and responsibilities of the other participants.
B. Overview of Engagement
Ms. St. Claire will provide a brief overview of Calderwood & Harkness LLP's engagement as US securities counsel to Halcyon Semiconductor AG. The principal terms of the engagement are as follows:
• Engagement Letter: Executed on January 12, 2026, between Calderwood & Harkness LLP and Halcyon Semiconductor AG.
• Scope: C&H is retained as US securities counsel to Halcyon for the proposed Level III ADR initial public offering, including the preparation and filing of the Form F-1 Registration Statement and Form F-6, SEC correspondence and review, due diligence, the negotiation and preparation of the underwriting agreement and related transaction documentation, the deposit agreement, the Nasdaq listing application, corporate governance deliverables, tax advice (including PFIC analysis and US-Germany treaty matters), and all related legal services through closing and the post-IPO transition period.
• Fee Arrangement: Hourly rates. Estimated total legal fees of $3,200,000 to $3,800,000, depending on the complexity of SEC review comments, the number of amendment rounds, and the scope of any additional workstreams that may arise. A retainer in the amount of $250,000 was received upon execution of the engagement letter and will be applied to the final invoice.
• Billing Partner: Robert Adeyemi. Mr. Adeyemi will oversee billing, budget management, and invoice preparation.
• Responsible Partner: Vivienne St. Claire. Ms. St. Claire will have overall supervisory responsibility for the engagement, including SEC correspondence, client communications, and the delivery of legal opinions.
• Tax Specialist: Leonard Cross. Mr. Cross will have responsibility for all tax aspects of the engagement.
C. Purpose of Organizational Meeting
Ms. St. Claire will describe the purpose of today's organizational meeting, which is to accomplish the following objectives:
1. Establish working group coordination protocols. The meeting will confirm the roles and responsibilities of each member of the working group, establish communication channels and document-sharing protocols, and designate the central coordinators for each workstream.
2. Agree on the transaction timeline and key milestones. A master timeline and responsibility chart will be presented and discussed. The working group will seek agreement on target dates for each major milestone, from due diligence commencement through closing and the expiration of the greenshoe and lock-up periods.
3. Assign drafting and workstream responsibilities. Specific drafting assignments for the Registration Statement, prospectus, underwriting agreement, deposit agreement, and other transaction documents will be confirmed. Due diligence workstreams will be allocated among the relevant counsel.
4. Discuss SEC filing strategy, the due diligence plan, and open structuring issues. The meeting will address the confidential submission strategy, the Form F-1 and Form F-6 filing sequence, the Nasdaq listing application, and several open structuring issues, including the PFIC analysis, lock-up structuring, German corporate law requirements for the new share issuance, tax treaty and withholding matters, and Sarbanes-Oxley compliance planning.
III. TRANSACTION OVERVIEW (9:15 a.m. – 9:45 a.m.)
A. The Issuer — Halcyon Semiconductor AG
Halcyon Semiconductor AG is a German stock corporation (Aktiengesellschaft) incorporated and registered in Munich, Bavaria, Federal Republic of Germany. The company is registered with the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Munich under number HRB 217458. Its registered headquarters are located at Maximilianstraße 72, 80539 Munich, Germany.
Halcyon's ordinary shares (Stammaktien) are currently listed on the Frankfurt Stock Exchange under the ticker symbol "HCY" in the Prime Standard segment, which requires compliance with enhanced transparency and disclosure standards as mandated by the Frankfurt Stock Exchange's listing rules.
Halcyon operates in the advanced power semiconductor industry, specializing in the design, development, and manufacture of silicon carbide (SiC) and gallium nitride (GaN) power semiconductor devices and chips for use in the automotive, industrial, and renewable energy sectors. The company was founded in 1997 and has grown to employ approximately 8,400 individuals worldwide across its facilities in Germany, the United States, Singapore, China, and the Czech Republic.
The company's Legal Entity Identifier (LEI) is 5299007KBTVZ3XQHGL48.
Key financial metrics for the fiscal year ended December 31, 2025 (unaudited, reported under IFRS) are as follows:
• Revenue: €3,820 million
• EBITDA: €1,069 million (28.0% margin)
• Net Income: €612 million
As of January 10, 2026, Halcyon's approximate market capitalization on the Frankfurt Stock Exchange was €8.6 billion. The company currently has 215,000,000 ordinary shares (Stammaktien) outstanding, each with no par value (Stückaktien).
B. Major Shareholders
The following are the principal shareholders of Halcyon Semiconductor AG as of the date of this agenda, together with their expected participation in the offering as selling shareholders:
1. Rheintal Industrieholding GmbH — 22.3% (47,945,000 shares). Rheintal is the Wendt family holding company, domiciled in Düsseldorf, Germany. The managing director of Rheintal is Margarethe Wendt, who is the sister of Halcyon's CEO, Dr. Friedrich Wendt. Rheintal is expected to participate in the offering as a selling shareholder, selling approximately 8,500,000 ordinary shares (equivalent to 4,250,000 ADSs).
2. Kestrel Capital Partners AG — 9.7% (20,855,000 shares). Kestrel is a European technology-focused investment fund based in Glenrock Assurance, Switzerland. The managing partner of Kestrel is Henrik Sørensen. Kestrel is expected to participate in the offering as a selling shareholder, selling approximately 4,300,000 ordinary shares (equivalent to 2,150,000 ADSs).
3. Halcyon Employee Stock Ownership Trust (ESOT) — 3.1% (6,665,000 shares). The ESOT holds shares on behalf of current and former employees of the Halcyon group pursuant to employee equity incentive arrangements.
4. Free Float — Approximately 64.9% of the outstanding ordinary shares are held by public and institutional investors in the free float.
C. Material Subsidiaries
Halcyon Semiconductor AG operates through several material subsidiaries worldwide. The following entities are expected to be identified as material subsidiaries for purposes of the Registration Statement:
1. Halcyon Semiconductor USA Inc. — A Delaware corporation with its registered address at 1209 Orange Street, Wilmington, Delaware 19801, and its principal office at 2500 Augustine Drive, Suite 100, Santa Clara, California 95054. Employer Identification Number: 84-3927561. This entity is 100% owned by Halcyon Semiconductor AG and conducts US sales, application engineering, and customer support operations.
2. Halcyon Power Solutions GmbH — A German limited liability company domiciled in Dresden, Germany. This entity is 100% owned by Halcyon Semiconductor AG and operates the company's SiC fabrication facilities, including Fab 2 (currently operational) and Fab 3 (currently under construction, with a significant portion of the IPO net proceeds earmarked for its expansion).
3. Halcyon Asia Pacific Pte. Ltd. — A Singapore private limited company and the company's Asia-Pacific regional sales hub. This entity is 100% owned by Halcyon Semiconductor AG.
4. Halcyon Shanghai Semiconductor Co., Ltd. — A wholly foreign-owned enterprise (WFOE) organized under the laws of the People's Republic of China and domiciled in Shanghai. This entity is 100% owned by Halcyon Semiconductor AG and conducts sales and engineering activities in China. Due diligence on this entity will require particular attention to sanctions, anti-corruption, and export control compliance matters.
5. Halcyon Automotive Components s.r.o. — A Czech limited liability company domiciled in Brno, Czech Republic. This entity is 100% owned by Halcyon Semiconductor AG and conducts module assembly and testing operations.
D. Offering Structure Summary
The proposed transaction is structured as an initial public offering of American Depositary Shares (ADSs) in the United States under a Level III American Depositary Receipt program. The principal structural elements of the offering are as follows:
• Type: Initial Public Offering of ADSs representing underlying ordinary shares of Halcyon Semiconductor AG.
• Registration: The offering will be registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form F-1. A separate Registration Statement on Form F-6 will be filed to register the ADR facility established by the deposit agreement among Halcyon, the depositary bank, and the holders of ADSs.
• ADS Ratio: 1 ADS = 2 ordinary shares (Stammaktien).
• Target Exchange: Nasdaq Global Select Market. The proposed ticker symbol is "HCYN."
• Existing Listing: Halcyon's ordinary shares will continue to be listed on the Frankfurt Stock Exchange (FRA: HCY) following the US IPO. The company will maintain a dual listing.
• Targeted Gross Proceeds: $900,000,000 (base deal, excluding the overallotment option).
• Proposed ADS Price Range: $39.00 to $45.00 per ADS, reflecting an implied midpoint of approximately $42.06 per ADS. The final offering price will be determined by negotiation between Halcyon and the representative of the underwriters at the time of pricing.
E. Offering Composition
The offering is expected to consist of a combination of primary shares (newly issued by Halcyon) and secondary shares (sold by the selling shareholders). The composition is as follows:
Primary Shares (New Issuance by Halcyon Semiconductor AG):
• 30,000,000 new ordinary shares to be issued by Halcyon pursuant to authorized capital under the company's articles of association (Satzung), equivalent to 15,000,000 ADSs.
• Primary gross proceeds target: approximately $630,000,000 (at the midpoint of the proposed ADS price range).
Secondary Shares (Selling Shareholders):
• Rheintal Industrieholding GmbH: 8,500,000 ordinary shares = 4,250,000 ADSs
• Kestrel Capital Partners AG: 4,300,000 ordinary shares = 2,150,000 ADSs
• Total secondary shares: 12,800,000 ordinary shares = 6,400,000 ADSs
• Secondary gross proceeds target: approximately $270,000,000 (at the midpoint)
Total ADSs Offered (Base Deal): 21,400,000 ADSs (representing 42,800,000 ordinary shares).
Overallotment Option (Greenshoe):
• Up to 3,210,000 additional ADSs, representing 15% of the base deal.
• Exercisable for a period of 30 days following the date of pricing.
• If fully exercised at the midpoint price of approximately $42.06 per ADS: approximately $134,812,600 in additional gross proceeds.
• Maximum total offering size (base deal plus full greenshoe exercise): approximately $1,034,812,600.
• The source of the greenshoe shares (whether primary or secondary) remains an open item for discussion and will be confirmed by the parties.
F. Post-IPO Capitalization
Upon completion of the offering (assuming the base deal only, without exercise of the overallotment option), the capitalization of Halcyon Semiconductor AG is expected to be as follows:
• Pre-offering shares outstanding: 215,000,000 ordinary shares
• New shares issued in the IPO: 30,000,000 ordinary shares
• Post-offering shares outstanding: 245,000,000 ordinary shares
The principal shareholders' ownership percentages following the offering are expected to be as follows (assuming no exercise of the overallotment option):
• Rheintal Industrieholding GmbH: Approximately 16.1% (39,445,000 shares ÷ 245,000,000 shares), reduced from 22.3% pre-offering.
• Kestrel Capital Partners AG: Approximately 6.8% (16,555,000 shares ÷ 245,000,000 shares), reduced from 9.7% pre-offering.
G. Underwriting Economics
The underwriting syndicate consists of four firms, with Westbridge Securities LLC serving as the lead left bookrunner and as the representative of the underwriters. The underwriting economics for the base deal are as follows:
Gross Spread: 3.50% of gross proceeds = $31,500,000 (base deal).
The allocation of the gross spread among the members of the underwriting syndicate is expected to be as follows:
Net Proceeds:
• Net proceeds to Halcyon (primary, base deal): $607,950,000 ($630,000,000 gross proceeds less $22,050,000 in underwriting discount attributable to the primary tranche, calculated as 3.50% of $630,000,000).
• Net proceeds to selling shareholders (secondary, base deal): $260,550,000 ($270,000,000 gross proceeds less $9,450,000 in underwriting discount attributable to the secondary tranche, calculated as 3.50% of $270,000,000).
H. Proposed Use of Proceeds (Primary)
Halcyon intends to use the net proceeds from the sale of the primary shares in the offering for the following purposes:
The expansion of the SiC fabrication facility (Fab 3) in Dresden is the single largest intended use of proceeds and reflects Halcyon's strategic priority of increasing its manufacturing capacity for silicon carbide power semiconductor devices. Fab 3 is currently under construction, and a portion of the construction costs has been funded to date from the company's existing resources and cash flows. The R&D allocation will support the company's ongoing development of next-generation gallium nitride power devices for automotive and industrial applications. The revolving credit facility tranche repayment is intended to reduce the company's outstanding indebtedness and improve its leverage profile. The remaining net proceeds will be used for general corporate purposes and working capital, which may include additional capital expenditures, strategic investments, and potential acquisitions, although no specific acquisitions are currently planned or under consideration.
The proceeds from the sale of secondary shares by Rheintal Industrieholding GmbH and Kestrel Capital Partners AG will be received by those selling shareholders and will not be received by Halcyon.
IV. MASTER TIMELINE AND KEY MILESTONES (9:45 a.m. – 10:15 a.m.)
A. Presentation of Master Timeline
Vivienne St. Claire will present and distribute the Master Timeline and Responsibility Chart (attached hereto as Appendix A), which sets forth the full sequence of milestones, deliverables, and responsible parties for the transaction from engagement through closing and the post-closing period. A copy of the Master Timeline and Responsibility Chart will be provided to all attendees at the meeting and will be circulated electronically to absent working group members following the meeting.
Ms. St. Claire will walk through each milestone in the timeline and invite discussion and confirmation of the target dates. The working group should be prepared to identify any scheduling conflicts, resource constraints, or other factors that could affect the feasibility of the proposed timeline. Any adjustments agreed upon during the meeting will be incorporated into the final version of the timeline to be circulated.
B. Key Milestones Schedule
The following table summarizes the key milestones and target dates for the transaction:
C. Discussion Points on Timeline
The following topics are anticipated areas of discussion in connection with the master timeline:
1. Feasibility of March 9 First-Draft Circulation. The March 9, 2026 target for circulation of the first draft of the Form F-1 Registration Statement requires close coordination between C&H, Halcyon management, and the auditors. In particular, the inclusion of audited IFRS financial statements for fiscal years 2023 and 2024 in the initial draft will require that Blackmere & Whitfield (Dieter Kaufmann in Munich and Graham Templeton in New York) have substantially completed their audit work and are in a position to provide draft financial statements suitable for inclusion. Ms. St. Claire will ask Mr. Templeton to confirm the current status of the audit and the timeline for delivery of draft audited financial statements.
2. Confidential Submission Strategy. Under the JOBS Act provisions (as extended by subsequent SEC rulemaking and Regulation S-K Item 1601), Halcyon may confidentially submit a draft Registration Statement to the SEC for non-public review prior to public filing. This approach offers significant advantages, including the ability to address SEC staff comments and refine the disclosure before the Registration Statement becomes publicly available. The target date for confidential submission is April 14, 2026. The working group should discuss the confidential submission process, including the requirements for converting a confidential submission to a public filing.
3. SEC Review Timeline. Based on current SEC staff processing times for foreign private issuer IPO registration statements, the working group should allow approximately four weeks from the date of confidential submission for receipt of the initial SEC comment letter. This would place the estimated receipt of the first comment letter at approximately May 12, 2026. A two-week turnaround period is assumed for the preparation and filing of Amendment No. 1, targeting May 26, 2026. Additional rounds of comments, if any, would need to be accommodated within the timeline leading to the public filing date.
4. Coordination Between Public Filing and Nasdaq Listing Application. The Nasdaq listing application should be submitted in advance of the public filing of the Registration Statement. C&H (Audrey Zhou) will coordinate the timing of the Nasdaq application to ensure that the listing review is progressing in parallel with the SEC review process.
5. Roadshow Duration. The roadshow is currently planned for approximately eight business days, launching on June 23, 2026 (the day following the target date for SEC declaration of effectiveness) and concluding with pricing on July 1, 2026. The roadshow schedule, including specific cities and meeting sequences, will be developed by Westbridge Securities and the underwriting syndicate in consultation with Halcyon management and Bridgeport Investor Relations.
6. T+2 Settlement. Closing and settlement of the offering is expected on July 6, 2026, which is two business days after the pricing date (T+2), consistent with standard US settlement conventions. Coordination between DTC (for settlement of ADSs in the United States) and Ashgrove Enterprises Banking AG (for settlement and custody of underlying ordinary shares in Germany) will be required. C&H and Meridian Trust will coordinate the settlement mechanics.
V. SEC FILING STRATEGY (10:15 a.m. – 10:45 a.m.)
A. Registration Statement on Form F-1
Halcyon Semiconductor AG intends to register the offering of ADSs and underlying ordinary shares under the Securities Act of 1933, as amended, by filing a Registration Statement on Form F-1 with the Securities and Exchange Commission. Form F-1 is the general registration form available to foreign private issuers that are not eligible to use the short-form registration statements (Forms F-2 or F-3) because they have not yet been subject to SEC reporting requirements for the requisite period.
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"). To confirm Halcyon's FPI status, C&H (Vivienne St. Claire and Claire Dempsey) will prepare a detailed memorandum analyzing Halcyon's qualification under the FPI definition. The analysis will focus on the following factors:
(a) US Resident Shareholder Test: More than 50% of Halcyon's outstanding voting securities must be held by non-US residents. Based on preliminary analysis, the company's shareholder base is predominantly European, with the largest shareholders (Rheintal Industrieholding, Kestrel Capital Partners, and the ESOT) all being non-US entities, and the free float being primarily held by European institutional and retail investors.
(b) US Nexus Disqualifiers: Even if the majority of Halcyon's voting securities are held by non-US residents, Halcyon would not qualify as an FPI if any of the following conditions are met: (i) a majority of its executive officers or directors are US citizens or residents, (ii) more than 50% of its assets are located in the United States, or (iii) its business is administered principally in the United States. Based on preliminary information, none of these disqualifiers appears to apply, but the analysis will be documented in the FPI memorandum.
FPI status has significant implications for Halcyon's ongoing reporting obligations and corporate governance requirements following the US listing. As an FPI, Halcyon will file annual reports on Form 20-F (rather than Form 10-K) and furnish current reports on Form 6-K (rather than filing current reports on Form 8-K). The company will be permitted to present its financial statements in accordance with IFRS as issued by the International Accounting Standards Board without reconciliation to US GAAP. The company will also be eligible for certain exemptions from the proxy solicitation rules and Section 16 short-swing profit recovery provisions of the Exchange Act.
B. Form F-6 Registration
In addition to the Form F-1, a separate Registration Statement on Form F-6 must be filed with the SEC to register the American Depositary Receipt facility. Form F-6 registers the ADSs to be issued by the depositary bank upon deposit of the underlying ordinary shares.
Meridian Trust Company, N.A. (Patricia Novak) will coordinate with C&H (Audrey Zhou) on the preparation of the Form F-6 filing. The filing sequence will be coordinated so that the Form F-6 is filed concurrently with, or shortly after, the Form F-1 Registration Statement. The Form F-6 must include or incorporate by reference the following exhibits:
(a) The deposit agreement among Halcyon, Meridian Trust Company, N.A., and the holders of ADSs;
(b) The form of American Depositary Receipt;
(c) An opinion of counsel regarding the validity of the ADSs; and
(d) Any other exhibits required by Form F-6 or applicable SEC rules.
C. Confidential Submission Process
Halcyon intends to avail itself of the confidential submission process for the draft Registration Statement. Under provisions originally enacted as part of the JOBS Act and subsequently expanded by the SEC, both emerging growth companies and non-emerging growth companies (including foreign private issuers) may submit draft registration statements for non-public review by the SEC staff prior to public filing.
The target date for confidential submission of the draft Registration Statement is April 14, 2026. This date is designed to allow sufficient time for SEC staff review and the resolution of any comments before the public filing target date of June 8, 2026.
Importantly, the SEC requires that the registration statement be publicly filed at least 15 days before the commencement of the roadshow. With the roadshow launch currently targeted for June 23, 2026, the public filing target of June 8, 2026 provides an adequate buffer of 15 calendar days, satisfying the SEC's advance filing requirement.
D. EDGAR Filing Mechanics
All filings with the SEC will be made electronically through the EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system. The following logistics items will need to be addressed:
• SEC CIK Number: Halcyon does not currently have a Central Index Key (CIK) number assigned by the SEC, as this will be its first SEC filing. An application for a CIK number must be submitted promptly upon commencement of the EDGAR filing process.
• Filing Agent: C&H will coordinate filing agent arrangements and obtain EDGAR access codes for Halcyon. The filing agent will be responsible for formatting and transmitting the Registration Statement and all amendments to the SEC through EDGAR.
• XBRL Tagging: The financial statements included in the Registration Statement will be subject to XBRL (eXtensible Business Reporting Language) tagging requirements. The auditors and filing agent will coordinate on XBRL preparation.
• EDGAR Logistics Coordinator: Audrey Zhou is assigned to manage all EDGAR logistics, including the filing agent engagement, CIK application, access code management, and filing coordination.
E. Concurrent Regulation S Offering
In addition to the registered offering of ADSs in the United States, Halcyon and the selling shareholders intend to conduct a concurrent offering of ordinary shares outside the United States in reliance on Regulation S under the Securities Act. The Regulation S offering will be coordinated with the US registered offering to ensure that the two tranches are integrated and that the offering is conducted in compliance with both US and non-US securities laws.
The coordination between the US and non-US tranches will be a collaborative effort among the following advisors:
• Bähr Stein Rechtsanwälte (Dr. Maurelban) will advise Halcyon on European selling restrictions and compliance with German securities law.
• Prumvane Thornton LLP (Dr. Braun) will advise the underwriters on European and German law aspects of the Regulation S offering.
• Varen & Kessler LLP (Martin Ashford) will advise the underwriters on the US law aspects of the Regulation S structure, including flowback restrictions and Category 2/Category 3 compliance.
F. Nasdaq Listing Application
Halcyon intends to list its ADSs on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN." The Nasdaq Global Select Market is the highest listing tier of the Nasdaq Stock Market and imposes stringent quantitative and qualitative listing standards.
C&H (Audrey Zhou) will prepare the Nasdaq listing application and will review Halcyon's compliance with the applicable listing requirements, including:
• Quantitative Listing Requirements: The Nasdaq Global Select Market requires satisfaction of specific financial thresholds relating to market value, income, equity, and liquidity. Based on Halcyon's current financial profile and the anticipated offering size, the company is expected to satisfy the applicable quantitative standards under one or more of the available listing criteria.
• Qualitative Corporate Governance Requirements: Nasdaq imposes corporate governance requirements on listed companies, including requirements for independent directors, audit committees, compensation committees, and director nomination processes. As a foreign private issuer, Halcyon is eligible for certain exemptions from Nasdaq's corporate governance requirements under Nasdaq Rule 5615(a)(3), which permits FPIs to follow their home-country corporate governance practices in lieu of most Nasdaq corporate governance requirements, subject to certain exceptions (including the requirement to maintain an audit committee satisfying the independence requirements of Exchange Act Rule 10A-3).
• Home-Country Practice Analysis: C&H will prepare a home-country practice analysis comparing Halcyon's corporate governance practices as a German Aktiengesellschaft (including its two-tier board structure consisting of the Vorstand (management board) and Aufsichtsrat (supervisory board)) with the applicable Nasdaq requirements, and identifying the specific exemptions that Halcyon intends to rely upon. A corporate governance exemption notice will be included in the Nasdaq listing application and will be disclosed on Halcyon's website following the listing.
The Nasdaq listing application should be submitted in advance of the public filing of the Registration Statement, in coordination with the SEC review timeline, to ensure that the Nasdaq listing review proceeds in parallel and that listing approval is obtained before the target effectiveness date.
VI. DUE DILIGENCE PLAN (10:45 a.m. – 11:15 a.m.)
A. Due Diligence Commencement
The due diligence process will commence on January 27, 2026, five days following the organizational meeting. Calderwood & Harkness LLP will circulate a comprehensive Due Diligence Request List (attached hereto as Appendix B) to Halcyon Semiconductor AG (attention: Wilhelm Ostermann, General Counsel) and Bähr Stein Rechtsanwälte (attention: Dr. Christoph Maurelban) promptly following this meeting. The Due Diligence Request List will set forth in detail the categories of documents and information to be produced by Halcyon and will serve as the primary guide for the document collection process.
Halcyon is requested to designate an internal coordinator (reporting to Mr. Ostermann) to manage the assembly and production of responsive documents. All documents should be uploaded to the virtual data room, which will be established by C&H promptly following the meeting.
B. Due Diligence Workstreams
The due diligence effort will be organized into the following eight principal workstreams, each with a designated lead from the C&H team and, where applicable, coordination with German counsel and other advisors:
1. Corporate and Organizational
This workstream will cover the corporate structure and organizational matters of Halcyon and its subsidiaries, including: the company's articles of association (Satzung); commercial register extracts (HRB 217458, Amtsgericht München); corporate governance structure, including the composition and functioning of the Vorstand (management board) and Aufsichtsrat (supervisory board); minutes of Vorstand, Aufsichtsrat, and shareholder meetings; subsidiary organizational documents and corporate structure charts; intercompany agreements; and share capital history.
Lead: Claire Dempsey (C&H), in coordination with Bähr Stein (Dr. Christoph Maurelban and Johanna Weiß).
2. Material Contracts
This workstream will cover the review and analysis of all material contracts of Halcyon and its subsidiaries, including: supply agreements with key raw material and equipment suppliers; customer contracts with major OEM, industrial, and energy customers; joint development agreements (JDAs); technology licenses (inbound and outbound); the revolving credit facility (which is to be partially repaid with $100,000,000 of the IPO net proceeds); real estate leases and property agreements; and any other agreements material to the business. Particular attention will be paid to change-of-control provisions, assignment restrictions, consent requirements, and disclosure triggers that may be implicated by the offering or the US listing.