1032-00003 · Client 1032 · Registration Statement

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TAXATION

DRAFT — Subject to Revision — Privileged & Confidential

Prepared by: Leonard Cross, Specialist Partner, Tax Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006

With input from: Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban, Johanna Weiß) Bockenheimer Landstraße 20 60323 Frankfurt am Main, Germany

Matter Number: 1032-00003 Draft Date: March 9, 2026

For inclusion in the Registration Statement on Form F-1 of Halcyon Semiconductor Aktiengesellschaft. This section forms part of the prospectus and should be read in conjunction with "Description of American Depositary Shares" and "Risk Factors" appearing elsewhere in this prospectus.

The following is a summary of certain material United States federal income tax and German tax consequences relevant to the acquisition, ownership, and disposition of American Depositary Shares ("ADSs") of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company"), a German stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, by US Holders (as defined below). Each ADS represents two (2) ordinary shares (Stammaktien), nominal value €1.00 per share, of Halcyon (the "Ordinary Shares"). The ADSs will be issued by Meridian Trust Company, N.A., as depositary (the "Depositary"), pursuant to a deposit agreement, dated as of the date of this prospectus, among Halcyon, the Depositary, and all holders and beneficial owners of ADSs from time to time (the "Deposit Agreement"). The ADSs are expected to be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN." The Ordinary Shares are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the symbol "HCY" (FRA: HCY).

This summary is based on the United States Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations promulgated thereunder, judicial decisions, published administrative positions of the United States Internal Revenue Service (the "IRS"), the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes, as amended by the Protocol signed on June 1, 2006 (the "Treaty"), and the relevant provisions of German tax law (including the German Income Tax Act (Einkommensteuergesetz), the German Corporation Tax Act (Körperschaftsteuergesetz), and the German Solidarity Surcharge Act (Solidaritätszuschlaggesetz)), all as in effect on the date of this prospectus. All of the foregoing authorities are subject to change, possibly with retroactive effect, and any such change could affect the tax consequences described herein. No ruling from the IRS has been, or will be, sought with respect to any of the tax consequences discussed herein, and there can be no assurance that the IRS or a court will not take a position contrary to any of the positions discussed below.

This summary does not address all aspects of United States federal income taxation or German taxation that may be relevant to particular investors in light of their personal circumstances or to investors subject to special treatment under applicable tax law, including, but not limited to:

• banks, thrifts, and other financial institutions;

• insurance companies;

• tax-exempt organizations, including individual retirement accounts and other tax-deferred accounts;

• dealers in securities or currencies;

• traders in securities electing mark-to-market treatment under Section 475 of the Code;

• persons holding ADSs as part of a straddle, hedging, conversion, constructive sale, or other integrated transaction;

• persons whose functional currency is not the United States dollar;

• United States expatriates and former long-term residents of the United States;

• persons subject to the alternative minimum tax provisions of the Code;

• partnerships or other entities or arrangements treated as partnerships for United States federal income tax purposes, or investors in such entities or arrangements;

• regulated investment companies;

• real estate investment trusts;

• persons who own (directly, indirectly, or constructively, within the meaning of Section 958 of the Code) 10% or more of the total combined voting power or value of all classes of shares of Halcyon; or

• persons who acquired ADSs pursuant to the exercise of employee stock options or otherwise as compensation for services.

Each prospective investor is urged to consult its own tax advisor regarding the United States federal, state, local, German, and other tax consequences of acquiring, holding, and disposing of ADSs in light of its particular circumstances, including the applicability and effect of any tax treaties.

Calderwood & Harkness LLP will deliver an opinion, subject to the qualifications, assumptions, and limitations set forth therein, substantially to the effect described in this section. The tax opinion of Calderwood & Harkness LLP is filed as Exhibit 8.1 to the Registration Statement of which this prospectus forms a part.

1. US Holders — Definition

As used in this summary, the term "US Holder" means a beneficial owner of ADSs that is, for United States federal income tax purposes:

(a) an individual who is a citizen or resident of the United States;

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

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

If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) holds ADSs, the United States federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Partners of partnerships that hold ADSs should consult their own tax advisors regarding the United States federal income tax consequences applicable to them.

This summary addresses only the tax consequences to US Holders. Persons who are not US Holders ("Non-US Holders") should consult their own tax advisors regarding the United States federal, state, local, German, and other tax consequences of acquiring, holding, and disposing of ADSs.

2. Treatment of ADSs as Ordinary Shares for US Federal Income Tax Purposes

For United States federal income tax purposes, a holder of ADSs will generally be treated as the owner of the underlying Ordinary Shares represented by those ADSs. As noted above, each ADS represents two (2) Ordinary Shares (Stammaktien) of Halcyon, nominal value €1.00 per share. References in this summary to ADSs also include the Ordinary Shares represented by such ADSs, unless the context otherwise requires.

Accordingly, deposits of Ordinary Shares in exchange for ADSs, and withdrawals of Ordinary Shares in exchange for the surrender of ADSs, will generally not be subject to United States federal income tax. This treatment is consistent with established IRS guidance and longstanding administrative practice regarding American Depositary Receipt programs. The depositary arrangements are governed by the Deposit Agreement among Halcyon, Meridian Trust Company, N.A. (as Depositary), and all holders and beneficial owners of ADSs from time to time. US Holders should refer to "Description of American Depositary Shares" elsewhere in this prospectus for a more detailed description of the Deposit Agreement and the rights of ADS holders thereunder.

3. US Federal Income Tax Consequences — Distributions on ADSs

3.1 General Treatment of Distributions

Subject to the discussion under "— Passive Foreign Investment Company Considerations" below, distributions of cash or property paid on the Ordinary Shares underlying ADSs (including amounts withheld to pay German withholding tax, as described under "— German Tax Considerations — Withholding Tax on Dividends" below) will generally be treated as dividend income to the extent paid out of Halcyon's current or accumulated earnings and profits, as determined under United States federal income tax principles. Because Halcyon is a German corporation, it does not intend to maintain calculations of earnings and profits under United States federal income tax principles. Accordingly, US Holders should expect that distributions generally will be reported as dividends for United States federal income tax purposes. To the extent that a distribution exceeds Halcyon's current and accumulated earnings and profits (as so computed), it would first be treated as a tax-free return of capital to the extent of the US Holder's adjusted tax basis in its ADSs, and any remaining excess would be treated as capital gain from the sale or exchange of the ADSs.

Dividends paid by Halcyon to a US Holder that is a corporation will not be eligible for the dividends-received deduction generally allowed to United States corporations under Section 243 of the Code with respect to dividends received from other United States corporations, because Halcyon is not a United States corporation.

3.2 Qualified Dividend Income

Dividends received by non-corporate US Holders (including individuals) with respect to ADSs will generally constitute "qualified dividend income" within the meaning of Section 1(h)(11) of the Code and will be eligible for taxation at the preferential rates applicable to long-term capital gains (currently a maximum rate of 20%), provided that:

(i) Halcyon is not classified as a passive foreign investment company ("PFIC") for the taxable year in which the dividend is paid or the preceding taxable year (see "— Passive Foreign Investment Company Considerations" below);

(ii) the ADSs are readily tradable on an established securities market in the United States (the ADSs are expected to be listed on the Nasdaq Global Select Market, which the IRS has recognized as an established securities market);

(iii) the US Holder satisfies certain holding period requirements with respect to the ADSs (generally, the US Holder must have held the ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, and must not have been under an obligation to make related payments with respect to substantially similar or related property during such period); and

(iv) certain other conditions under the Code are satisfied.

US Holders should be aware that the preferential tax rates applicable to qualified dividend income may be subject to future legislative changes. Non-corporate US Holders should consult their own tax advisors regarding the availability of the reduced tax rates for qualified dividend income in their particular circumstances.

3.3 Currency Conversion

Dividends paid by Halcyon in euros will be included in the income of a US Holder in a United States dollar amount calculated by reference to the spot exchange rate in effect on the date of actual or constructive receipt of the dividend by the Depositary (Meridian Trust Company, N.A.), regardless of whether the payment is in fact converted into United States dollars at that time. For illustrative purposes only, and not as a representation of the exchange rate that will be applicable at any relevant future date, as of January 10, 2026, the exchange rate was €1.00 = $1.078. At this illustrative rate, Halcyon's FY2025 revenue of €3,820 million would translate to approximately $4,117.96 million; however, US Holders should not rely on this rate for any purpose and should consult applicable published exchange rates at the time of any actual dividend receipt.

If euros received as a dividend are converted into United States dollars on the date of receipt by the Depositary, a US Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. If the euros received are not converted into United States dollars on the date of receipt, the US Holder will have a tax basis in such euros equal to their United States dollar value on the date of receipt. Any gain or loss recognized upon a subsequent conversion or other disposition of the euros will generally be United States source ordinary income or loss.

4. German Tax Considerations — Withholding Tax on Dividends

4.1 German Statutory Withholding

Under German tax law, dividends paid by a German corporation such as Halcyon to non-resident shareholders are subject to German withholding tax (Kapitalertragsteuer) at a rate of 25% of the gross amount of the dividend (before deduction of any tax), plus a 5.5% solidarity surcharge (Solidaritätszuschlag) imposed on the amount of the withholding tax. This results in an aggregate statutory withholding rate of 26.375% on the gross amount of the dividend (i.e., 25% withholding tax + 1.375% solidarity surcharge (5.5% × 25%)). This withholding is applied at source by the paying agent or custodian maintaining the shareholder's securities account in Germany. This section has been prepared with input from Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban and Johanna Weiß).

4.2 Reduced Treaty Rate

Under Article 10 (Dividends) of the Treaty, the rate of German withholding tax on dividends paid to a United States resident who is the beneficial owner of the dividends and who is entitled to the benefits of the Treaty is generally reduced to 15% of the gross amount of the dividend. This reduced rate applies in lieu of the full statutory rate described above.

To claim the reduced 15% Treaty withholding rate, a US Holder must comply with applicable certification and documentation requirements, as described in Section 4.3 below.

Under certain circumstances, US Holders that are corporations and that own at least 10% of the voting stock of the German company paying the dividend may be entitled to a further reduced withholding rate of 5% under Article 10(2)(a) of the Treaty. However, because the offering is structured to limit individual holdings below the 10% voting stock threshold, and in light of the anticipated breadth of the investor base, this further reduced rate is not expected to be available to any US Holder acquiring ADSs in this offering or on the secondary market.

4.3 Procedures for Claiming Treaty Benefits

US Holders of ADSs may claim the reduced 15% Treaty withholding rate through procedures established by Meridian Trust Company, N.A., as Depositary. Meridian Trust Company, N.A. is expected to act as a Qualified Intermediary ("QI") under its QI agreement with the IRS, which will facilitate the application of reduced withholding rates for US Holders who provide proper documentation to the Depositary or their broker.

US Holders will generally be required to provide IRS Form W-8BEN (in the case of individuals) or IRS Form W-8BEN-E (in the case of entities) to the Depositary or their broker in order to establish eligibility for the reduced 15% Treaty withholding rate. Such forms must include the US Holder's taxpayer identification number and a certification that the US Holder is a resident of the United States within the meaning of the Treaty. Certain brokers and other intermediaries in the custody chain may have additional documentation requirements.

If the full statutory German withholding rate of 26.375% is withheld from a dividend (rather than the reduced 15% Treaty rate), the US Holder may be entitled to apply for a refund of the excess withholding (26.375% minus 15% = 11.375% of the gross dividend amount) from the German Federal Central Tax Office (Bundeszentralamt für Steuern, or "BZSt"), located in Bonn, Germany. Such refund procedures are administered by the BZSt and may be subject to processing delays that can extend twelve months or more from the date of application. US Holders should be aware that refund claims must generally be submitted within the applicable statute of limitations period, which is four years from the end of the calendar year in which the withholding tax was levied.

The coordination of withholding procedures through the depositary chain is as follows: dividends paid by Halcyon are distributed through the German custodian to Ashgrove Enterprises Banking AG (as the German central securities depository), and then through the international settlement system to Meridian Trust Company, N.A. (as Depositary), which in turn distributes dividend payments to US Holders or their brokers. The application of the reduced Treaty rate at source depends on the proper submission of documentation through each level of this chain. US Holders should ensure that their documentation is current and complete in order to facilitate timely receipt of the reduced Treaty rate.

4.4 German Church Tax (Kirchensteuer)

German church tax (Kirchensteuer) is levied as a surcharge on income tax and withholding tax for individuals who are members of a church-tax-collecting religious community in Germany (such as the Roman Catholic Church, the Protestant Church (Evangelische Kirche), or certain other recognized religious communities). German church tax is not applicable to non-resident holders of ADSs who are not members of a German church-tax-collecting religious community. As a practical matter, US Holders will not be subject to German church tax in respect of dividends paid on the ADSs.

5. US Foreign Tax Credit Considerations

5.1 General Rules

Subject to certain limitations and conditions (including the election described in Section 5.3 below), German withholding tax withheld at the applicable Treaty rate (i.e., at a rate not in excess of 15% of the gross dividend amount) on dividends paid on the ADSs may be creditable against a US Holder's United States federal income tax liability. The foreign tax credit is elective; a US Holder may elect to claim a credit for eligible foreign taxes paid or accrued during the taxable year, or may elect to deduct such taxes (see Section 5.3 below).

The amount of German withholding tax that may be eligible for credit against United States federal income tax is limited to the amount of German tax actually withheld and not refunded, and generally may not exceed the amount that is properly creditable under the Treaty (i.e., the 15% Treaty rate). Amounts withheld in excess of the Treaty rate (i.e., amounts in excess of 15%) may not be eligible for the foreign tax credit unless and until a refund of such excess has been sought from the German Federal Central Tax Office (Bundeszentralamt für Steuern) and denied. US Holders who have excess German withholding tax withheld should take appropriate steps to claim a refund of the excess before seeking to claim a foreign tax credit with respect to such amounts.

5.2 Foreign Tax Credit Limitations

The foreign tax credit is subject to the general limitation under Section 904 of the Code. Under Section 904, the foreign tax credit for any taxable year may not exceed the proportion of the US Holder's total United States federal income tax liability for such year that is allocable to the US Holder's foreign-source taxable income. For purposes of calculating this limitation, US Holders must separately compute the limitation for each applicable category of income.

Dividends paid by Halcyon will generally constitute "passive category income" for purposes of the foreign tax credit limitation under Section 904(d) of the Code. In certain cases, depending on the US Holder's particular circumstances (including the nature and extent of the US Holder's other activities and income), dividends may be treated as "general category income." The proper categorization of the dividend income may affect the US Holder's ability to utilize foreign tax credits in any given taxable year.

The rules governing the foreign tax credit are complex and involve the application of rules that depend on a US Holder's particular circumstances. US Holders are urged to consult their own tax advisors regarding the availability and amount of the foreign tax credit and the application of the foreign tax credit limitation rules to their particular circumstances, including the effect of any applicable tax treaties.

5.3 Election to Deduct Foreign Taxes

Instead of claiming a foreign tax credit, a US Holder may elect to deduct German withholding taxes in computing its taxable income for United States federal income tax purposes, subject to applicable limitations under the Code. The election to deduct foreign taxes is made on an annual basis and, if elected, applies to all creditable foreign taxes paid or accrued by the US Holder during the taxable year. A US Holder may not elect to credit some foreign taxes and deduct others in the same taxable year. US Holders should consult their own tax advisors regarding whether it is more beneficial in their particular circumstances to claim a foreign tax credit or to deduct foreign taxes.

6. Passive Foreign Investment Company (PFIC) Considerations

6.1 General PFIC Rules

Special and generally unfavorable United States federal income tax rules apply to US persons who own stock (including ADSs) in a passive foreign investment company ("PFIC"). A foreign corporation is classified as a PFIC for any taxable year if either:

(a) Income Test: 75% or more of its gross income for the taxable year consists of "passive income" (as defined in Section 1297 of the Code); or

(b) Asset Test: 50% or more of the average value (or, in certain cases, the adjusted tax basis) of its assets during the taxable year produce, or are held for the production of, passive income.

For purposes of these tests, "passive income" generally includes dividends, interest, rents, royalties, annuities, and gains from the sale or exchange of assets that produce passive income, subject to certain exceptions. Rents and royalties derived in the active conduct of a trade or business are generally excluded from passive income under the active business exception. In applying the PFIC tests, a foreign corporation is treated as owning its proportionate share of the assets and earning its proportionate share of the income of any corporation in which it owns, directly or indirectly, at least 25% of the stock by value (the "look-through rule").

6.2 Halcyon's PFIC Status — Analysis

Based on an analysis conducted by Leonard Cross, Specialist Partner, Tax, of Calderwood & Harkness LLP, of Halcyon's income, assets, and business activities for fiscal years ended December 31, 2023 ("FY2023"), December 31, 2024 ("FY2024"), and December 31, 2025 ("FY2025" (unaudited)), and based on the composition of Halcyon's income and assets and the nature of Halcyon's business, Halcyon does not believe it was a PFIC for any such taxable year and does not expect to be a PFIC for the current taxable year or in the foreseeable future.

The key analytical factors supporting this conclusion are as follows:

Income Test. For FY2025, Halcyon generated revenue of approximately €3,820 million, derived predominantly from the design, manufacture, and sale of power semiconductor devices, including silicon carbide (SiC) and gallium nitride (GaN) chips, for automotive, industrial, and renewable energy applications. This revenue constitutes active operating income, not passive income, for purposes of the PFIC income test. Less than 25% of Halcyon's gross income for each of FY2023, FY2024, and FY2025 constituted "passive income" within the meaning of Section 1297 of the Code.

Asset Test. Less than 50% of the average value of Halcyon's assets during each of FY2023, FY2024, and FY2025 produced, or was held for the production of, passive income for purposes of the PFIC asset test. Halcyon's total assets for FY2025 were approximately €7,450 million, predominantly consisting of manufacturing equipment, intellectual property (including patents related to SiC and GaN device architectures), and operational assets at facilities located in Munich (headquarters), Dresden (Fab 2 and Fab 3, the latter currently under construction), Brno (Czech Republic), Santa Clara (California, United States), Singapore, and Shanghai (China). Cash and cash equivalents totaled approximately €740 million at the end of FY2025, representing approximately 9.9% of total assets. While cash and cash equivalents are generally treated as passive assets for purposes of the asset test, this level is substantially below the 50% threshold.

Operating Performance. Halcyon's FY2025 EBITDA of approximately €1,069 million (representing an EBITDA margin of approximately 28.0%) and net income of approximately €612 million further demonstrate the active, operating nature of Halcyon's business and are inconsistent with PFIC status.

Notwithstanding the foregoing, the determination of whether a foreign corporation is a PFIC is a fact-intensive inquiry that must be made annually, and there can be no assurance that the IRS will agree with Halcyon's position or that Halcyon will not be classified as a PFIC in any future taxable year. The composition of Halcyon's income and assets may change, including as a result of the receipt of net proceeds from this offering (estimated at approximately $607,950,000 based on the midpoint of the estimated price range), which will temporarily increase Halcyon's cash holdings pending deployment for the stated uses of proceeds, specifically: Fab 3 expansion in Dresden (approximately $280 million), research and development (approximately $140 million), repayment of amounts outstanding under the revolving credit facility (approximately $100 million), and general corporate purposes (approximately $87.95 million). Halcyon intends to deploy the offering proceeds in a manner and on a timetable designed to minimize the risk of PFIC classification; however, the timing of actual deployment cannot be guaranteed.

US Holders are urged to consult their own tax advisors regarding the PFIC rules and the risk that Halcyon may be classified as a PFIC in any current or future taxable year.

6.3 Tax Consequences if Halcyon Were a PFIC

If Halcyon were classified as a PFIC for any taxable year during which a US Holder held ADSs, the US Holder would be subject to special, adverse tax rules under Sections 1291 through 1298 of the Code (the "Default PFIC Rules") with respect to any "excess distribution" received on the ADSs and any gain realized from the sale or other taxable disposition of the ADSs.

Under the Default PFIC Rules:

(i) the excess distribution or gain would be allocated ratably over the US Holder's holding period for the ADSs;

(ii) the amount allocated to the current taxable year and to any taxable year prior to the first taxable year in which Halcyon was classified as a PFIC would be taxed as ordinary income in the current taxable year; and

(iii) the amount allocated to each other taxable year during the US Holder's holding period in which Halcyon was classified as a PFIC would be taxed at the highest marginal tax rate in effect for individuals or corporations, as applicable, for such year, and an interest charge would be imposed on the resulting tax attributable to each such year, as if the tax had been due and payable in such year.

An "excess distribution" generally means any distribution received by a US Holder on the ADSs during a taxable year to the extent that such distribution exceeds 125% of the average annual distributions received by the US Holder during the shorter of (A) the three preceding taxable years or (B) the US Holder's holding period for the ADSs.

In addition, dividends received from Halcyon would not constitute "qualified dividend income" eligible for the preferential tax rates described in Section 3.2 above if Halcyon were classified as a PFIC in the taxable year in which the dividend was paid or the preceding taxable year.

If Halcyon were a PFIC for any taxable year during which a US Holder held ADSs, the US Holder would generally continue to be treated as holding stock in a PFIC for all subsequent taxable years, even if Halcyon ceased to meet the PFIC tests, unless the US Holder made a "purging election" under Section 1298(b)(1) of the Code (which would require the US Holder to recognize gain as if the ADSs were sold at fair market value on the last day of the last taxable year in which Halcyon was a PFIC).

6.4 QEF and Mark-to-Market Elections

A US Holder may in certain circumstances mitigate the adverse consequences of the Default PFIC Rules by making a "qualified electing fund" ("QEF") election under Section 1295 of the Code or a "mark-to-market" election under Section 1296 of the Code.

QEF Election. If a US Holder makes a timely QEF election with respect to Halcyon, the US Holder would be required to include in income annually its pro rata share of Halcyon's ordinary earnings and net capital gain (at ordinary income and long-term capital gain rates, respectively), regardless of whether the US Holder actually received any distributions. A QEF election requires the PFIC to provide each electing US Holder with certain information, including a "PFIC Annual Information Statement." Halcyon does not currently intend to prepare or provide a PFIC Annual Information Statement or other information necessary for a US Holder to make a QEF election. Accordingly, a QEF election may not be available to US Holders.

Mark-to-Market Election. A US Holder may be able to make a mark-to-market election under Section 1296 of the Code with respect to the ADSs, because the ADSs are expected to constitute "marketable stock" by virtue of being regularly traded on the Nasdaq Global Select Market, which is a "qualified exchange" for purposes of Section 1296. If a US Holder makes a valid mark-to-market election, the US Holder would include in income each taxable year an amount equal to the excess, if any, of the fair market value of the ADSs at the close of the taxable year over the US Holder's adjusted tax basis in the ADSs. The US Holder would be allowed a deduction for the excess, if any, of the adjusted tax basis of the ADSs over their fair market value at the close of the taxable year; however, such deduction would be limited to the amount of any net mark-to-market gains previously included in income with respect to the ADSs. Amounts included in income under a mark-to-market election, as well as any gain on the actual sale or other disposition of the ADSs, would be treated as ordinary income. Ordinary loss treatment would apply to any deductible loss recognized under the mark-to-market election, and to any loss on the actual sale or disposition of the ADSs, to the extent of any net mark-to-market gains previously included in income.

A mark-to-market election does not apply to Ordinary Shares held by Halcyon's subsidiaries that are themselves PFICs, if any.

US Holders are strongly urged to consult their own tax advisors regarding the PFIC rules and the availability and advisability of any elections, including the QEF election and the mark-to-market election, in their particular circumstances.

7. Disposition of ADSs — US Federal Income Tax Consequences

7.1 Sale or Other Taxable Disposition

Subject to the PFIC rules discussed above, a US Holder will generally recognize gain or loss on the sale, exchange, or other taxable disposition of ADSs in an amount equal to the difference between (a) the amount realized on the disposition (expressed in United States dollars) and (b) the US Holder's adjusted tax basis in the ADSs disposed of (expressed in United States dollars). A US Holder's adjusted tax basis in its ADSs will generally be equal to the cost of such ADSs (including amounts paid to the Depositary), reduced by any distributions treated as tax-free returns of capital, and increased by any income recognized under a mark-to-market election, if applicable.

Gain or loss recognized on the disposition of ADSs will generally be capital gain or loss and will be long-term capital gain or loss if the US Holder has held the ADSs for more than one year at the time of the disposition. Long-term capital gains recognized by non-corporate US Holders (including individuals) are generally eligible for preferential United States federal income tax rates (currently at a maximum rate of 20%). The deductibility of capital losses is subject to limitations under the Code. For non-corporate US Holders, capital losses may be deducted against capital gains and, to the extent of an annual limit of $3,000 ($1,500 in the case of a married individual filing separately), against ordinary income.

Gain or loss recognized by a US Holder on the sale or other disposition of ADSs will generally be treated as United States source gain or loss for purposes of the foreign tax credit limitation under Section 904 of the Code. As a result, if any German tax were imposed on such gain (see Section 7.2 below), a US Holder may not be able to use any resulting foreign tax credits unless the US Holder has other foreign source income in the appropriate category against which the credits may be applied, or unless an applicable income tax treaty provides otherwise.

7.2 German Tax on Disposition

Under current German tax law, gains realized by non-resident holders from the disposition of shares (or ADSs representing shares) in a German corporation are generally not subject to German income tax, provided that the holder does not hold (directly or indirectly) 1% or more of the share capital (Grundkapital) of the German corporation at any time during the five-year period preceding the disposition (Section 17 of the German Income Tax Act (Einkommensteuergesetz)).

In addition, under Article 13 (Capital Gains) of the Treaty, gains derived by a resident of the United States from the alienation of shares of a German company are generally taxable only in the United States, unless such gains are attributable to a permanent establishment maintained by the US resident in Germany or to a fixed base available to the US resident in Germany for the performance of independent personal services. Accordingly, US Holders who do not maintain a permanent establishment or fixed base in Germany and who do not hold (directly or indirectly) 1% or more of the share capital of Halcyon at any time during the five-year period preceding the disposition should generally not be subject to German tax on gains from the disposition of ADSs.

US Holders who own (directly or indirectly) 1% or more of Halcyon's share capital, or who maintain a permanent establishment or fixed base in Germany, should consult their own tax advisors regarding the German tax implications of the disposition of ADSs.

8. Additional German Tax Considerations

8.1 German Inheritance and Gift Tax

Transfers of ADSs (or the underlying Ordinary Shares) by gift or upon the death of a holder may be subject to German inheritance and gift tax (Erbschaft- und Schenkungsteuer) under certain circumstances. Under German inheritance and gift tax law, such tax may apply where, among other cases, the decedent or donor, or the heir, donee, or other beneficiary, is a German tax resident, or where the transferred property is classified as "domestic business property" (inländisches Betriebsvermögen), including shares attributable to a permanent establishment or fixed base maintained in Germany.

Under the Treaty and applicable German domestic tax law, German inheritance and gift tax generally applies to non-resident holders only if the ADSs (or underlying Ordinary Shares) are attributable to a permanent establishment or fixed base maintained in Germany, or if other specific nexus rules (such as the extended unlimited tax liability of German nationals who emigrated within the preceding five years) are satisfied. The United States and Germany have entered into a separate estate and gift tax treaty, which may also affect the application of German inheritance and gift tax to US Holders. US Holders should consult their own tax advisors regarding the applicability of German inheritance and gift tax to their particular circumstances, including the possible interaction of US estate and gift tax rules with German inheritance and gift tax.

8.2 German Transfer Tax

The acquisition and disposition of ADSs by US Holders should generally not be subject to German value-added tax (Umsatzsteuer), as the sale and transfer of securities are generally exempt from German value-added tax under applicable exemptions. Furthermore, no German securities transfer tax (Börsenumsatzsteuer) currently exists in the Federal Republic of Germany; the former securities transfer tax was abolished in 1991.

8.3 Financial Transaction Tax

As of the date of this prospectus, no European Union financial transaction tax ("EU FTT") has been enacted. The EU FTT was originally proposed by the European Commission in September 2011 and has been the subject of discussions among a group of EU Member States (including Germany) proceeding under the "enhanced cooperation" procedure. While various proposals have been circulated among participating Member States, no final agreement has been reached and no implementing legislation has been adopted. If an EU FTT were to be adopted in the future, it could apply to certain transactions in shares (or instruments representing shares) of companies established in a participating Member State, which would include Halcyon as a German corporation. The scope, rate, timing, and other terms of any such tax remain uncertain. US Holders should monitor legislative and regulatory developments with respect to the EU FTT and consult their own tax advisors regarding the potential impact of any such tax on their ownership and disposition of ADSs.

9. Information Reporting and Backup Withholding

9.1 Information Reporting

US Holders may be subject to information reporting requirements with respect to dividends paid on ADSs and the proceeds from the sale, exchange, or other disposition of ADSs. In general, information returns on IRS Form 1099-DIV (with respect to dividends) and IRS Form 1099-B (with respect to disposition proceeds) are required to be filed with the IRS and furnished to US Holders, unless the US Holder is a corporation or other exempt recipient that establishes its entitlement to an exemption from information reporting (generally by providing an appropriate IRS Form W-9 or by otherwise demonstrating exempt status).

9.2 Backup Withholding

Backup withholding (currently at a rate of 24%) may apply to dividends paid on ADSs and to the proceeds from the sale, exchange, or other disposition of ADSs payable to a US Holder, unless the US Holder:

(a) provides a correct taxpayer identification number ("TIN") and certifies, under penalties of perjury, on IRS Form W-9, that (i) such TIN is correct, (ii) such holder is not subject to backup withholding, and (iii) such holder is a US person; or

(b) otherwise establishes an exemption from backup withholding (for example, by providing documentation of corporate or other exempt status).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the US Holder's United States federal income tax liability, and a refund of any excess amounts withheld may be obtained from the IRS, provided that the required information is timely furnished to the IRS. US Holders should consult their own tax advisors regarding the application of backup withholding in their particular circumstances and the availability of, and procedures for obtaining, an exemption from backup withholding.

9.3 Foreign Financial Asset Reporting (FATCA)

Certain US Holders who are individuals (and certain specified domestic entities) may be required to report information relating to an interest in ADSs on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions, if the aggregate value of all "specified foreign financial assets" held by such US Holder exceeds the applicable reporting thresholds. The applicable thresholds vary depending on whether the US Holder is an individual residing in the United States or abroad, and on the US Holder's filing status (e.g., single filers and married individuals filing jointly have different thresholds).

ADSs held in an account maintained by a domestic financial institution (i.e., a United States financial institution, including a United States broker or bank) are generally not required to be reported on IRS Form 8938 (although they may be required to be reported on FinCEN Form 114, commonly known as the "FBAR," if certain conditions are met). ADSs held in an account maintained by a foreign financial institution, or held directly, may be reportable on IRS Form 8938 if the applicable value thresholds are exceeded.

Significant penalties may apply for failure to comply with applicable reporting requirements, including penalties of up to $10,000 for failure to file IRS Form 8938, with additional penalties for continued failure after notification by the IRS, as well as an extension of the statute of limitations. US Holders should consult their own tax advisors regarding their reporting obligations under these rules.

9.4 FATCA Withholding

Under the Foreign Account Tax Compliance Act ("FATCA"), Sections 1471 through 1474 of the Code, a 30% withholding tax may be imposed on certain types of payments made to "foreign financial institutions" (as defined in the Code) and certain other non-US entities that fail to comply with specified information reporting and due diligence requirements. FATCA withholding may apply to payments of dividends on, and (subject to proposed Treasury regulations, the applicability of which has been deferred) gross proceeds from the sale or other disposition of, stock of a foreign corporation (including ADSs), if such payments are made through a non-compliant intermediary.

Halcyon and Meridian Trust Company, N.A. intend to comply with all applicable FATCA requirements, and Halcyon understands that the Federal Republic of Germany has entered into an intergovernmental agreement ("IGA") with the United States implementing FATCA, which generally provides for the automatic exchange of certain financial account information between the two countries. Accordingly, FATCA withholding is not expected to apply to payments on the ADSs held by US Holders through compliant intermediaries. US Holders should consult their own tax advisors regarding the potential application of FATCA to their investment in the ADSs.

10. Medicare Tax on Net Investment Income

In addition to regular United States federal income tax, a US Holder that is an individual, estate, or trust is generally subject to a 3.8% tax (the "Medicare Contribution Tax") on the lesser of:

(i) the US Holder's "net investment income" (or, in the case of an estate or trust, "undistributed net investment income") for the taxable year; and

(ii) the excess of the US Holder's "modified adjusted gross income" over certain threshold amounts ($250,000 for married individuals filing jointly or surviving spouses, $125,000 for married individuals filing separately, and $200,000 for single individuals and heads of household; for estates and trusts, the threshold is the dollar amount at which the highest income tax bracket applicable to estates and trusts begins for the taxable year).

"Net investment income" generally includes, among other things, dividends (including dividends received on ADSs, whether or not qualifying for the preferential rates applicable to qualified dividend income) and net gains from the disposition of property not held in a trade or business (including net gains from the disposition of ADSs). The Medicare Contribution Tax is in addition to, and not in lieu of, any other United States federal income taxes owed by the US Holder, and applies without regard to whether the US Holder is otherwise subject to the United States federal self-employment tax. US Holders should consult their own tax advisors regarding the application of the Medicare Contribution Tax to their particular circumstances.

11. Closing Disclaimer and Advice to Consult Tax Advisors

The foregoing discussion is a general summary and does not purport to be a complete analysis of all potential United States federal income tax and German tax consequences of acquiring, holding, and disposing of ADSs. This discussion does not address United States state and local tax consequences, the tax laws of jurisdictions other than the United States and the Federal Republic of Germany, or United States federal taxes other than income taxes (including, without limitation, United States federal estate and gift taxes, except as briefly noted in connection with the Medicare Contribution Tax). The interaction between United States federal income tax law and German tax law, including the application of the Treaty, involves highly complex considerations that may differ for individual US Holders depending on their particular circumstances.

Each prospective investor is strongly urged to consult its own tax advisor regarding the particular United States federal, state, local, German, and other tax consequences of acquiring, holding, and disposing of ADSs in light of its particular circumstances, including the applicability and effect of any tax treaties, the potential application of the PFIC rules, the foreign tax credit limitations, and any changes in applicable law.

The tax opinion of Calderwood & Harkness LLP (Leonard Cross, Specialist Partner, Tax), delivered substantially to the effect described in this section, is filed as Exhibit 8.1 to the Registration Statement of which this prospectus forms a part. The tax opinion is subject to the qualifications, assumptions, and limitations set forth therein and is based on the law in effect on the date of such opinion. The tax opinion should be read in its entirety.

The foregoing discussion is based on laws and Treaty provisions in force as of the date of this prospectus. Changes in applicable law (including the Code, Treasury regulations, German tax law, the Treaty, or judicial or administrative interpretations thereof) may alter the tax consequences described herein, possibly with retroactive effect. No representation is made that the tax consequences described herein will not be challenged by the IRS or the German tax authorities or will be sustained by a court if challenged.

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TAXATION
DRAFT — Subject to Revision — Privileged & Confidential
Prepared by: Leonard Cross, Specialist Partner, Tax Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006
With input from: Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban, Johanna Weiß) Bockenheimer Landstraße 20 60323 Frankfurt am Main, Germany
Matter Number: 1032-00003 Draft Date: March 9, 2026
For inclusion in the Registration Statement on Form F-1 of Halcyon Semiconductor Aktiengesellschaft. This section forms part of the prospectus and should be read in conjunction with "Description of American Depositary Shares" and "Risk Factors" appearing elsewhere in this prospectus.
The following is a summary of certain material United States federal income tax and German tax consequences relevant to the acquisition, ownership, and disposition of American Depositary Shares ("ADSs") of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company"), a German stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, by US Holders (as defined below). Each ADS represents two (2) ordinary shares (Stammaktien), nominal value €1.00 per share, of Halcyon (the "Ordinary Shares"). The ADSs will be issued by Meridian Trust Company, N.A., as depositary (the "Depositary"), pursuant to a deposit agreement, dated as of the date of this prospectus, among Halcyon, the Depositary, and all holders and beneficial owners of ADSs from time to time (the "Deposit Agreement"). The ADSs are expected to be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN." The Ordinary Shares are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the symbol "HCY" (FRA: HCY).
This summary is based on the United States Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations promulgated thereunder, judicial decisions, published administrative positions of the United States Internal Revenue Service (the "IRS"), the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes, as amended by the Protocol signed on June 1, 2006 (the "Treaty"), and the relevant provisions of German tax law (including the German Income Tax Act (Einkommensteuergesetz), the German Corporation Tax Act (Körperschaftsteuergesetz), and the German Solidarity Surcharge Act (Solidaritätszuschlaggesetz)), all as in effect on the date of this prospectus. All of the foregoing authorities are subject to change, possibly with retroactive effect, and any such change could affect the tax consequences described herein. No ruling from the IRS has been, or will be, sought with respect to any of the tax consequences discussed herein, and there can be no assurance that the IRS or a court will not take a position contrary to any of the positions discussed below.
This summary does not address all aspects of United States federal income taxation or German taxation that may be relevant to particular investors in light of their personal circumstances or to investors subject to special treatment under applicable tax law, including, but not limited to:
•  banks, thrifts, and other financial institutions;
•  insurance companies;
•  tax-exempt organizations, including individual retirement accounts and other tax-deferred accounts;
•  dealers in securities or currencies;
•  traders in securities electing mark-to-market treatment under Section 475 of the Code;
•  persons holding ADSs as part of a straddle, hedging, conversion, constructive sale, or other integrated transaction;
•  persons whose functional currency is not the United States dollar;
•  United States expatriates and former long-term residents of the United States;
•  persons subject to the alternative minimum tax provisions of the Code;
•  partnerships or other entities or arrangements treated as partnerships for United States federal income tax purposes, or investors in such entities or arrangements;
•  regulated investment companies;
•  real estate investment trusts;
•  persons who own (directly, indirectly, or constructively, within the meaning of Section 958 of the Code) 10% or more of the total combined voting power or value of all classes of shares of Halcyon; or
•  persons who acquired ADSs pursuant to the exercise of employee stock options or otherwise as compensation for services.
Each prospective investor is urged to consult its own tax advisor regarding the United States federal, state, local, German, and other tax consequences of acquiring, holding, and disposing of ADSs in light of its particular circumstances, including the applicability and effect of any tax treaties.
Calderwood & Harkness LLP will deliver an opinion, subject to the qualifications, assumptions, and limitations set forth therein, substantially to the effect described in this section. The tax opinion of Calderwood & Harkness LLP is filed as Exhibit 8.1 to the Registration Statement of which this prospectus forms a part.
1. US Holders — Definition
As used in this summary, the term "US Holder" means a beneficial owner of ADSs that is, for United States federal income tax purposes:
(a) an individual who is a citizen or resident of the United States;
(b) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
(c) an estate, the income of which is subject to United States federal income tax regardless of its source; or
(d) a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect under applicable Treasury regulations to be treated as a United States person.
If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) holds ADSs, the United States federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Partners of partnerships that hold ADSs should consult their own tax advisors regarding the United States federal income tax consequences applicable to them.
This summary addresses only the tax consequences to US Holders. Persons who are not US Holders ("Non-US Holders") should consult their own tax advisors regarding the United States federal, state, local, German, and other tax consequences of acquiring, holding, and disposing of ADSs.
2. Treatment of ADSs as Ordinary Shares for US Federal Income Tax Purposes
For United States federal income tax purposes, a holder of ADSs will generally be treated as the owner of the underlying Ordinary Shares represented by those ADSs. As noted above, each ADS represents two (2) Ordinary Shares (Stammaktien) of Halcyon, nominal value €1.00 per share. References in this summary to ADSs also include the Ordinary Shares represented by such ADSs, unless the context otherwise requires.
Accordingly, deposits of Ordinary Shares in exchange for ADSs, and withdrawals of Ordinary Shares in exchange for the surrender of ADSs, will generally not be subject to United States federal income tax. This treatment is consistent with established IRS guidance and longstanding administrative practice regarding American Depositary Receipt programs. The depositary arrangements are governed by the Deposit Agreement among Halcyon, Meridian Trust Company, N.A. (as Depositary), and all holders and beneficial owners of ADSs from time to time. US Holders should refer to "Description of American Depositary Shares" elsewhere in this prospectus for a more detailed description of the Deposit Agreement and the rights of ADS holders thereunder.
3. US Federal Income Tax Consequences — Distributions on ADSs
3.1 General Treatment of Distributions
Subject to the discussion under "— Passive Foreign Investment Company Considerations" below, distributions of cash or property paid on the Ordinary Shares underlying ADSs (including amounts withheld to pay German withholding tax, as described under "— German Tax Considerations — Withholding Tax on Dividends" below) will generally be treated as dividend income to the extent paid out of Halcyon's current or accumulated earnings and profits, as determined under United States federal income tax principles. Because Halcyon is a German corporation, it does not intend to maintain calculations of earnings and profits under United States federal income tax principles. Accordingly, US Holders should expect that distributions generally will be reported as dividends for United States federal income tax purposes. To the extent that a distribution exceeds Halcyon's current and accumulated earnings and profits (as so computed), it would first be treated as a tax-free return of capital to the extent of the US Holder's adjusted tax basis in its ADSs, and any remaining excess would be treated as capital gain from the sale or exchange of the ADSs.
Dividends paid by Halcyon to a US Holder that is a corporation will not be eligible for the dividends-received deduction generally allowed to United States corporations under Section 243 of the Code with respect to dividends received from other United States corporations, because Halcyon is not a United States corporation.
3.2 Qualified Dividend Income
Dividends received by non-corporate US Holders (including individuals) with respect to ADSs will generally constitute "qualified dividend income" within the meaning of Section 1(h)(11) of the Code and will be eligible for taxation at the preferential rates applicable to long-term capital gains (currently a maximum rate of 20%), provided that:
(i) Halcyon is not classified as a passive foreign investment company ("PFIC") for the taxable year in which the dividend is paid or the preceding taxable year (see "— Passive Foreign Investment Company Considerations" below);
(ii) the ADSs are readily tradable on an established securities market in the United States (the ADSs are expected to be listed on the Nasdaq Global Select Market, which the IRS has recognized as an established securities market);
(iii) the US Holder satisfies certain holding period requirements with respect to the ADSs (generally, the US Holder must have held the ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, and must not have been under an obligation to make related payments with respect to substantially similar or related property during such period); and
(iv) certain other conditions under the Code are satisfied.
US Holders should be aware that the preferential tax rates applicable to qualified dividend income may be subject to future legislative changes. Non-corporate US Holders should consult their own tax advisors regarding the availability of the reduced tax rates for qualified dividend income in their particular circumstances.
3.3 Currency Conversion
Dividends paid by Halcyon in euros will be included in the income of a US Holder in a United States dollar amount calculated by reference to the spot exchange rate in effect on the date of actual or constructive receipt of the dividend by the Depositary (Meridian Trust Company, N.A.), regardless of whether the payment is in fact converted into United States dollars at that time. For illustrative purposes only, and not as a representation of the exchange rate that will be applicable at any relevant future date, as of January 10, 2026, the exchange rate was €1.00 = $1.078. At this illustrative rate, Halcyon's FY2025 revenue of €3,820 million would translate to approximately $4,117.96 million; however, US Holders should not rely on this rate for any purpose and should consult applicable published exchange rates at the time of any actual dividend receipt.
If euros received as a dividend are converted into United States dollars on the date of receipt by the Depositary, a US Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. If the euros received are not converted into United States dollars on the date of receipt, the US Holder will have a tax basis in such euros equal to their United States dollar value on the date of receipt. Any gain or loss recognized upon a subsequent conversion or other disposition of the euros will generally be United States source ordinary income or loss.
4. German Tax Considerations — Withholding Tax on Dividends
4.1 German Statutory Withholding
Under German tax law, dividends paid by a German corporation such as Halcyon to non-resident shareholders are subject to German withholding tax (Kapitalertragsteuer) at a rate of 25% of the gross amount of the dividend (before deduction of any tax), plus a 5.5% solidarity surcharge (Solidaritätszuschlag) imposed on the amount of the withholding tax. This results in an aggregate statutory withholding rate of 26.375% on the gross amount of the dividend (i.e., 25% withholding tax + 1.375% solidarity surcharge (5.5% × 25%)). This withholding is applied at source by the paying agent or custodian maintaining the shareholder's securities account in Germany. This section has been prepared with input from Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban and Johanna Weiß).
4.2 Reduced Treaty Rate
Under Article 10 (Dividends) of the Treaty, the rate of German withholding tax on dividends paid to a United States resident who is the beneficial owner of the dividends and who is entitled to the benefits of the Treaty is generally reduced to 15% of the gross amount of the dividend. This reduced rate applies in lieu of the full statutory rate described above.
To claim the reduced 15% Treaty withholding rate, a US Holder must comply with applicable certification and documentation requirements, as described in Section 4.3 below.
Under certain circumstances, US Holders that are corporations and that own at least 10% of the voting stock of the German company paying the dividend may be entitled to a further reduced withholding rate of 5% under Article 10(2)(a) of the Treaty. However, because the offering is structured to limit individual holdings below the 10% voting stock threshold, and in light of the anticipated breadth of the investor base, this further reduced rate is not expected to be available to any US Holder acquiring ADSs in this offering or on the secondary market.
4.3 Procedures for Claiming Treaty Benefits
US Holders of ADSs may claim the reduced 15% Treaty withholding rate through procedures established by Meridian Trust Company, N.A., as Depositary. Meridian Trust Company, N.A. is expected to act as a Qualified Intermediary ("QI") under its QI agreement with the IRS, which will facilitate the application of reduced withholding rates for US Holders who provide proper documentation to the Depositary or their broker.
US Holders will generally be required to provide IRS Form W-8BEN (in the case of individuals) or IRS Form W-8BEN-E (in the case of entities) to the Depositary or their broker in order to establish eligibility for the reduced 15% Treaty withholding rate. Such forms must include the US Holder's taxpayer identification number and a certification that the US Holder is a resident of the United States within the meaning of the Treaty. Certain brokers and other intermediaries in the custody chain may have additional documentation requirements.
If the full statutory German withholding rate of 26.375% is withheld from a dividend (rather than the reduced 15% Treaty rate), the US Holder may be entitled to apply for a refund of the excess withholding (26.375% minus 15% = 11.375% of the gross dividend amount) from the German Federal Central Tax Office (Bundeszentralamt für Steuern, or "BZSt"), located in Bonn, Germany. Such refund procedures are administered by the BZSt and may be subject to processing delays that can extend twelve months or more from the date of application. US Holders should be aware that refund claims must generally be submitted within the applicable statute of limitations period, which is four years from the end of the calendar year in which the withholding tax was levied.
The coordination of withholding procedures through the depositary chain is as follows: dividends paid by Halcyon are distributed through the German custodian to Ashgrove Enterprises Banking AG (as the German central securities depository), and then through the international settlement system to Meridian Trust Company, N.A. (as Depositary), which in turn distributes dividend payments to US Holders or their brokers. The application of the reduced Treaty rate at source depends on the proper submission of documentation through each level of this chain. US Holders should ensure that their documentation is current and complete in order to facilitate timely receipt of the reduced Treaty rate.
4.4 German Church Tax (Kirchensteuer)
German church tax (Kirchensteuer) is levied as a surcharge on income tax and withholding tax for individuals who are members of a church-tax-collecting religious community in Germany (such as the Roman Catholic Church, the Protestant Church (Evangelische Kirche), or certain other recognized religious communities). German church tax is not applicable to non-resident holders of ADSs who are not members of a German church-tax-collecting religious community. As a practical matter, US Holders will not be subject to German church tax in respect of dividends paid on the ADSs.
5. US Foreign Tax Credit Considerations
5.1 General Rules
Subject to certain limitations and conditions (including the election described in Section 5.3 below), German withholding tax withheld at the applicable Treaty rate (i.e., at a rate not in excess of 15% of the gross dividend amount) on dividends paid on the ADSs may be creditable against a US Holder's United States federal income tax liability. The foreign tax credit is elective; a US Holder may elect to claim a credit for eligible foreign taxes paid or accrued during the taxable year, or may elect to deduct such taxes (see Section 5.3 below).
The amount of German withholding tax that may be eligible for credit against United States federal income tax is limited to the amount of German tax actually withheld and not refunded, and generally may not exceed the amount that is properly creditable under the Treaty (i.e., the 15% Treaty rate). Amounts withheld in excess of the Treaty rate (i.e., amounts in excess of 15%) may not be eligible for the foreign tax credit unless and until a refund of such excess has been sought from the German Federal Central Tax Office (Bundeszentralamt für Steuern) and denied. US Holders who have excess German withholding tax withheld should take appropriate steps to claim a refund of the excess before seeking to claim a foreign tax credit with respect to such amounts.
5.2 Foreign Tax Credit Limitations
The foreign tax credit is subject to the general limitation under Section 904 of the Code. Under Section 904, the foreign tax credit for any taxable year may not exceed the proportion of the US Holder's total United States federal income tax liability for such year that is allocable to the US Holder's foreign-source taxable income. For purposes of calculating this limitation, US Holders must separately compute the limitation for each applicable category of income.
Dividends paid by Halcyon will generally constitute "passive category income" for purposes of the foreign tax credit limitation under Section 904(d) of the Code. In certain cases, depending on the US Holder's particular circumstances (including the nature and extent of the US Holder's other activities and income), dividends may be treated as "general category income." The proper categorization of the dividend income may affect the US Holder's ability to utilize foreign tax credits in any given taxable year.
The rules governing the foreign tax credit are complex and involve the application of rules that depend on a US Holder's particular circumstances. US Holders are urged to consult their own tax advisors regarding the availability and amount of the foreign tax credit and the application of the foreign tax credit limitation rules to their particular circumstances, including the effect of any applicable tax treaties.
5.3 Election to Deduct Foreign Taxes
Instead of claiming a foreign tax credit, a US Holder may elect to deduct German withholding taxes in computing its taxable income for United States federal income tax purposes, subject to applicable limitations under the Code. The election to deduct foreign taxes is made on an annual basis and, if elected, applies to all creditable foreign taxes paid or accrued by the US Holder during the taxable year. A US Holder may not elect to credit some foreign taxes and deduct others in the same taxable year. US Holders should consult their own tax advisors regarding whether it is more beneficial in their particular circumstances to claim a foreign tax credit or to deduct foreign taxes.
6. Passive Foreign Investment Company (PFIC) Considerations
6.1 General PFIC Rules
Special and generally unfavorable United States federal income tax rules apply to US persons who own stock (including ADSs) in a passive foreign investment company ("PFIC"). A foreign corporation is classified as a PFIC for any taxable year if either:
(a) Income Test: 75% or more of its gross income for the taxable year consists of "passive income" (as defined in Section 1297 of the Code); or
(b) Asset Test: 50% or more of the average value (or, in certain cases, the adjusted tax basis) of its assets during the taxable year produce, or are held for the production of, passive income.
For purposes of these tests, "passive income" generally includes dividends, interest, rents, royalties, annuities, and gains from the sale or exchange of assets that produce passive income, subject to certain exceptions. Rents and royalties derived in the active conduct of a trade or business are generally excluded from passive income under the active business exception. In applying the PFIC tests, a foreign corporation is treated as owning its proportionate share of the assets and earning its proportionate share of the income of any corporation in which it owns, directly or indirectly, at least 25% of the stock by value (the "look-through rule").
6.2 Halcyon's PFIC Status — Analysis
Based on an analysis conducted by Leonard Cross, Specialist Partner, Tax, of Calderwood & Harkness LLP, of Halcyon's income, assets, and business activities for fiscal years ended December 31, 2023 ("FY2023"), December 31, 2024 ("FY2024"), and December 31, 2025 ("FY2025" (unaudited)), and based on the composition of Halcyon's income and assets and the nature of Halcyon's business, Halcyon does not believe it was a PFIC for any such taxable year and does not expect to be a PFIC for the current taxable year or in the foreseeable future.
The key analytical factors supporting this conclusion are as follows:
Income Test. For FY2025, Halcyon generated revenue of approximately €3,820 million, derived predominantly from the design, manufacture, and sale of power semiconductor devices, including silicon carbide (SiC) and gallium nitride (GaN) chips, for automotive, industrial, and renewable energy applications. This revenue constitutes active operating income, not passive income, for purposes of the PFIC income test. Less than 25% of Halcyon's gross income for each of FY2023, FY2024, and FY2025 constituted "passive income" within the meaning of Section 1297 of the Code.
Asset Test. Less than 50% of the average value of Halcyon's assets during each of FY2023, FY2024, and FY2025 produced, or was held for the production of, passive income for purposes of the PFIC asset test. Halcyon's total assets for FY2025 were approximately €7,450 million, predominantly consisting of manufacturing equipment, intellectual property (including patents related to SiC and GaN device architectures), and operational assets at facilities located in Munich (headquarters), Dresden (Fab 2 and Fab 3, the latter currently under construction), Brno (Czech Republic), Santa Clara (California, United States), Singapore, and Shanghai (China). Cash and cash equivalents totaled approximately €740 million at the end of FY2025, representing approximately 9.9% of total assets. While cash and cash equivalents are generally treated as passive assets for purposes of the asset test, this level is substantially below the 50% threshold.
Operating Performance. Halcyon's FY2025 EBITDA of approximately €1,069 million (representing an EBITDA margin of approximately 28.0%) and net income of approximately €612 million further demonstrate the active, operating nature of Halcyon's business and are inconsistent with PFIC status.
Notwithstanding the foregoing, the determination of whether a foreign corporation is a PFIC is a fact-intensive inquiry that must be made annually, and there can be no assurance that the IRS will agree with Halcyon's position or that Halcyon will not be classified as a PFIC in any future taxable year. The composition of Halcyon's income and assets may change, including as a result of the receipt of net proceeds from this offering (estimated at approximately $607,950,000 based on the midpoint of the estimated price range), which will temporarily increase Halcyon's cash holdings pending deployment for the stated uses of proceeds, specifically: Fab 3 expansion in Dresden (approximately $280 million), research and development (approximately $140 million), repayment of amounts outstanding under the revolving credit facility (approximately $100 million), and general corporate purposes (approximately $87.95 million). Halcyon intends to deploy the offering proceeds in a manner and on a timetable designed to minimize the risk of PFIC classification; however, the timing of actual deployment cannot be guaranteed.
US Holders are urged to consult their own tax advisors regarding the PFIC rules and the risk that Halcyon may be classified as a PFIC in any current or future taxable year.
6.3 Tax Consequences if Halcyon Were a PFIC
If Halcyon were classified as a PFIC for any taxable year during which a US Holder held ADSs, the US Holder would be subject to special, adverse tax rules under Sections 1291 through 1298 of the Code (the "Default PFIC Rules") with respect to any "excess distribution" received on the ADSs and any gain realized from the sale or other taxable disposition of the ADSs.
Under the Default PFIC Rules:
(i) the excess distribution or gain would be allocated ratably over the US Holder's holding period for the ADSs;
(ii) the amount allocated to the current taxable year and to any taxable year prior to the first taxable year in which Halcyon was classified as a PFIC would be taxed as ordinary income in the current taxable year; and
(iii) the amount allocated to each other taxable year during the US Holder's holding period in which Halcyon was classified as a PFIC would be taxed at the highest marginal tax rate in effect for individuals or corporations, as applicable, for such year, and an interest charge would be imposed on the resulting tax attributable to each such year, as if the tax had been due and payable in such year.
An "excess distribution" generally means any distribution received by a US Holder on the ADSs during a taxable year to the extent that such distribution exceeds 125% of the average annual distributions received by the US Holder during the shorter of (A) the three preceding taxable years or (B) the US Holder's holding period for the ADSs.
In addition, dividends received from Halcyon would not constitute "qualified dividend income" eligible for the preferential tax rates described in Section 3.2 above if Halcyon were classified as a PFIC in the taxable year in which the dividend was paid or the preceding taxable year.
If Halcyon were a PFIC for any taxable year during which a US Holder held ADSs, the US Holder would generally continue to be treated as holding stock in a PFIC for all subsequent taxable years, even if Halcyon ceased to meet the PFIC tests, unless the US Holder made a "purging election" under Section 1298(b)(1) of the Code (which would require the US Holder to recognize gain as if the ADSs were sold at fair market value on the last day of the last taxable year in which Halcyon was a PFIC).
6.4 QEF and Mark-to-Market Elections
A US Holder may in certain circumstances mitigate the adverse consequences of the Default PFIC Rules by making a "qualified electing fund" ("QEF") election under Section 1295 of the Code or a "mark-to-market" election under Section 1296 of the Code.
QEF Election. If a US Holder makes a timely QEF election with respect to Halcyon, the US Holder would be required to include in income annually its pro rata share of Halcyon's ordinary earnings and net capital gain (at ordinary income and long-term capital gain rates, respectively), regardless of whether the US Holder actually received any distributions. A QEF election requires the PFIC to provide each electing US Holder with certain information, including a "PFIC Annual Information Statement." Halcyon does not currently intend to prepare or provide a PFIC Annual Information Statement or other information necessary for a US Holder to make a QEF election. Accordingly, a QEF election may not be available to US Holders.
Mark-to-Market Election. A US Holder may be able to make a mark-to-market election under Section 1296 of the Code with respect to the ADSs, because the ADSs are expected to constitute "marketable stock" by virtue of being regularly traded on the Nasdaq Global Select Market, which is a "qualified exchange" for purposes of Section 1296. If a US Holder makes a valid mark-to-market election, the US Holder would include in income each taxable year an amount equal to the excess, if any, of the fair market value of the ADSs at the close of the taxable year over the US Holder's adjusted tax basis in the ADSs. The US Holder would be allowed a deduction for the excess, if any, of the adjusted tax basis of the ADSs over their fair market value at the close of the taxable year; however, such deduction would be limited to the amount of any net mark-to-market gains previously included in income with respect to the ADSs. Amounts included in income under a mark-to-market election, as well as any gain on the actual sale or other disposition of the ADSs, would be treated as ordinary income. Ordinary loss treatment would apply to any deductible loss recognized under the mark-to-market election, and to any loss on the actual sale or disposition of the ADSs, to the extent of any net mark-to-market gains previously included in income.
A mark-to-market election does not apply to Ordinary Shares held by Halcyon's subsidiaries that are themselves PFICs, if any.
US Holders are strongly urged to consult their own tax advisors regarding the PFIC rules and the availability and advisability of any elections, including the QEF election and the mark-to-market election, in their particular circumstances.
7. Disposition of ADSs — US Federal Income Tax Consequences
7.1 Sale or Other Taxable Disposition
Subject to the PFIC rules discussed above, a US Holder will generally recognize gain or loss on the sale, exchange, or other taxable disposition of ADSs in an amount equal to the difference between (a) the amount realized on the disposition (expressed in United States dollars) and (b) the US Holder's adjusted tax basis in the ADSs disposed of (expressed in United States dollars). A US Holder's adjusted tax basis in its ADSs will generally be equal to the cost of such ADSs (including amounts paid to the Depositary), reduced by any distributions treated as tax-free returns of capital, and increased by any income recognized under a mark-to-market election, if applicable.
Gain or loss recognized on the disposition of ADSs will generally be capital gain or loss and will be long-term capital gain or loss if the US Holder has held the ADSs for more than one year at the time of the disposition. Long-term capital gains recognized by non-corporate US Holders (including individuals) are generally eligible for preferential United States federal income tax rates (currently at a maximum rate of 20%). The deductibility of capital losses is subject to limitations under the Code. For non-corporate US Holders, capital losses may be deducted against capital gains and, to the extent of an annual limit of $3,000 ($1,500 in the case of a married individual filing separately), against ordinary income.
Gain or loss recognized by a US Holder on the sale or other disposition of ADSs will generally be treated as United States source gain or loss for purposes of the foreign tax credit limitation under Section 904 of the Code. As a result, if any German tax were imposed on such gain (see Section 7.2 below), a US Holder may not be able to use any resulting foreign tax credits unless the US Holder has other foreign source income in the appropriate category against which the credits may be applied, or unless an applicable income tax treaty provides otherwise.
7.2 German Tax on Disposition
Under current German tax law, gains realized by non-resident holders from the disposition of shares (or ADSs representing shares) in a German corporation are generally not subject to German income tax, provided that the holder does not hold (directly or indirectly) 1% or more of the share capital (Grundkapital) of the German corporation at any time during the five-year period preceding the disposition (Section 17 of the German Income Tax Act (Einkommensteuergesetz)).
In addition, under Article 13 (Capital Gains) of the Treaty, gains derived by a resident of the United States from the alienation of shares of a German company are generally taxable only in the United States, unless such gains are attributable to a permanent establishment maintained by the US resident in Germany or to a fixed base available to the US resident in Germany for the performance of independent personal services. Accordingly, US Holders who do not maintain a permanent establishment or fixed base in Germany and who do not hold (directly or indirectly) 1% or more of the share capital of Halcyon at any time during the five-year period preceding the disposition should generally not be subject to German tax on gains from the disposition of ADSs.
US Holders who own (directly or indirectly) 1% or more of Halcyon's share capital, or who maintain a permanent establishment or fixed base in Germany, should consult their own tax advisors regarding the German tax implications of the disposition of ADSs.
8. Additional German Tax Considerations
8.1 German Inheritance and Gift Tax
Transfers of ADSs (or the underlying Ordinary Shares) by gift or upon the death of a holder may be subject to German inheritance and gift tax (Erbschaft- und Schenkungsteuer) under certain circumstances. Under German inheritance and gift tax law, such tax may apply where, among other cases, the decedent or donor, or the heir, donee, or other beneficiary, is a German tax resident, or where the transferred property is classified as "domestic business property" (inländisches Betriebsvermögen), including shares attributable to a permanent establishment or fixed base maintained in Germany.
Under the Treaty and applicable German domestic tax law, German inheritance and gift tax generally applies to non-resident holders only if the ADSs (or underlying Ordinary Shares) are attributable to a permanent establishment or fixed base maintained in Germany, or if other specific nexus rules (such as the extended unlimited tax liability of German nationals who emigrated within the preceding five years) are satisfied. The United States and Germany have entered into a separate estate and gift tax treaty, which may also affect the application of German inheritance and gift tax to US Holders. US Holders should consult their own tax advisors regarding the applicability of German inheritance and gift tax to their particular circumstances, including the possible interaction of US estate and gift tax rules with German inheritance and gift tax.
8.2 German Transfer Tax
The acquisition and disposition of ADSs by US Holders should generally not be subject to German value-added tax (Umsatzsteuer), as the sale and transfer of securities are generally exempt from German value-added tax under applicable exemptions. Furthermore, no German securities transfer tax (Börsenumsatzsteuer) currently exists in the Federal Republic of Germany; the former securities transfer tax was abolished in 1991.
8.3 Financial Transaction Tax
As of the date of this prospectus, no European Union financial transaction tax ("EU FTT") has been enacted. The EU FTT was originally proposed by the European Commission in September 2011 and has been the subject of discussions among a group of EU Member States (including Germany) proceeding under the "enhanced cooperation" procedure. While various proposals have been circulated among participating Member States, no final agreement has been reached and no implementing legislation has been adopted. If an EU FTT were to be adopted in the future, it could apply to certain transactions in shares (or instruments representing shares) of companies established in a participating Member State, which would include Halcyon as a German corporation. The scope, rate, timing, and other terms of any such tax remain uncertain. US Holders should monitor legislative and regulatory developments with respect to the EU FTT and consult their own tax advisors regarding the potential impact of any such tax on their ownership and disposition of ADSs.
9. Information Reporting and Backup Withholding
9.1 Information Reporting
US Holders may be subject to information reporting requirements with respect to dividends paid on ADSs and the proceeds from the sale, exchange, or other disposition of ADSs. In general, information returns on IRS Form 1099-DIV (with respect to dividends) and IRS Form 1099-B (with respect to disposition proceeds) are required to be filed with the IRS and furnished to US Holders, unless the US Holder is a corporation or other exempt recipient that establishes its entitlement to an exemption from information reporting (generally by providing an appropriate IRS Form W-9 or by otherwise demonstrating exempt status).
9.2 Backup Withholding
Backup withholding (currently at a rate of 24%) may apply to dividends paid on ADSs and to the proceeds from the sale, exchange, or other disposition of ADSs payable to a US Holder, unless the US Holder:
(a) provides a correct taxpayer identification number ("TIN") and certifies, under penalties of perjury, on IRS Form W-9, that (i) such TIN is correct, (ii) such holder is not subject to backup withholding, and (iii) such holder is a US person; or
(b) otherwise establishes an exemption from backup withholding (for example, by providing documentation of corporate or other exempt status).
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the US Holder's United States federal income tax liability, and a refund of any excess amounts withheld may be obtained from the IRS, provided that the required information is timely furnished to the IRS. US Holders should consult their own tax advisors regarding the application of backup withholding in their particular circumstances and the availability of, and procedures for obtaining, an exemption from backup withholding.
9.3 Foreign Financial Asset Reporting (FATCA)
Certain US Holders who are individuals (and certain specified domestic entities) may be required to report information relating to an interest in ADSs on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions, if the aggregate value of all "specified foreign financial assets" held by such US Holder exceeds the applicable reporting thresholds. The applicable thresholds vary depending on whether the US Holder is an individual residing in the United States or abroad, and on the US Holder's filing status (e.g., single filers and married individuals filing jointly have different thresholds).
ADSs held in an account maintained by a domestic financial institution (i.e., a United States financial institution, including a United States broker or bank) are generally not required to be reported on IRS Form 8938 (although they may be required to be reported on FinCEN Form 114, commonly known as the "FBAR," if certain conditions are met). ADSs held in an account maintained by a foreign financial institution, or held directly, may be reportable on IRS Form 8938 if the applicable value thresholds are exceeded.
Significant penalties may apply for failure to comply with applicable reporting requirements, including penalties of up to $10,000 for failure to file IRS Form 8938, with additional penalties for continued failure after notification by the IRS, as well as an extension of the statute of limitations. US Holders should consult their own tax advisors regarding their reporting obligations under these rules.
9.4 FATCA Withholding
Under the Foreign Account Tax Compliance Act ("FATCA"), Sections 1471 through 1474 of the Code, a 30% withholding tax may be imposed on certain types of payments made to "foreign financial institutions" (as defined in the Code) and certain other non-US entities that fail to comply with specified information reporting and due diligence requirements. FATCA withholding may apply to payments of dividends on, and (subject to proposed Treasury regulations, the applicability of which has been deferred) gross proceeds from the sale or other disposition of, stock of a foreign corporation (including ADSs), if such payments are made through a non-compliant intermediary.
Halcyon and Meridian Trust Company, N.A. intend to comply with all applicable FATCA requirements, and Halcyon understands that the Federal Republic of Germany has entered into an intergovernmental agreement ("IGA") with the United States implementing FATCA, which generally provides for the automatic exchange of certain financial account information between the two countries. Accordingly, FATCA withholding is not expected to apply to payments on the ADSs held by US Holders through compliant intermediaries. US Holders should consult their own tax advisors regarding the potential application of FATCA to their investment in the ADSs.
10. Medicare Tax on Net Investment Income
In addition to regular United States federal income tax, a US Holder that is an individual, estate, or trust is generally subject to a 3.8% tax (the "Medicare Contribution Tax") on the lesser of:
(i) the US Holder's "net investment income" (or, in the case of an estate or trust, "undistributed net investment income") for the taxable year; and
(ii) the excess of the US Holder's "modified adjusted gross income" over certain threshold amounts ($250,000 for married individuals filing jointly or surviving spouses, $125,000 for married individuals filing separately, and $200,000 for single individuals and heads of household; for estates and trusts, the threshold is the dollar amount at which the highest income tax bracket applicable to estates and trusts begins for the taxable year).
"Net investment income" generally includes, among other things, dividends (including dividends received on ADSs, whether or not qualifying for the preferential rates applicable to qualified dividend income) and net gains from the disposition of property not held in a trade or business (including net gains from the disposition of ADSs). The Medicare Contribution Tax is in addition to, and not in lieu of, any other United States federal income taxes owed by the US Holder, and applies without regard to whether the US Holder is otherwise subject to the United States federal self-employment tax. US Holders should consult their own tax advisors regarding the application of the Medicare Contribution Tax to their particular circumstances.
11. Closing Disclaimer and Advice to Consult Tax Advisors
The foregoing discussion is a general summary and does not purport to be a complete analysis of all potential United States federal income tax and German tax consequences of acquiring, holding, and disposing of ADSs. This discussion does not address United States state and local tax consequences, the tax laws of jurisdictions other than the United States and the Federal Republic of Germany, or United States federal taxes other than income taxes (including, without limitation, United States federal estate and gift taxes, except as briefly noted in connection with the Medicare Contribution Tax). The interaction between United States federal income tax law and German tax law, including the application of the Treaty, involves highly complex considerations that may differ for individual US Holders depending on their particular circumstances.
Each prospective investor is strongly urged to consult its own tax advisor regarding the particular United States federal, state, local, German, and other tax consequences of acquiring, holding, and disposing of ADSs in light of its particular circumstances, including the applicability and effect of any tax treaties, the potential application of the PFIC rules, the foreign tax credit limitations, and any changes in applicable law.
The tax opinion of Calderwood & Harkness LLP (Leonard Cross, Specialist Partner, Tax), delivered substantially to the effect described in this section, is filed as Exhibit 8.1 to the Registration Statement of which this prospectus forms a part. The tax opinion is subject to the qualifications, assumptions, and limitations set forth therein and is based on the law in effect on the date of such opinion. The tax opinion should be read in its entirety.
The foregoing discussion is based on laws and Treaty provisions in force as of the date of this prospectus. Changes in applicable law (including the Code, Treasury regulations, German tax law, the Treaty, or judicial or administrative interpretations thereof) may alter the tax consequences described herein, possibly with retroactive effect. No representation is made that the tax consequences described herein will not be challenged by the IRS or the German tax authorities or will be sustained by a court if challenged.
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