CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 42nd Floor New York, New York 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
June \\\_, 2026
VIA EDGAR CORRESPONDENCE
Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Attention: Office of Technology
Re: Halcyon Semiconductor Aktiengesellschaft Registration Statement on Form F-1 File No. 333-\\\\\\ Registration of American Depositary Shares, each representing two (2) ordinary shares (Stammaktien), no par value Proposed Listing on the Nasdaq Global Select Market under the ticker symbol "HCYN"
Ladies and Gentlemen:
I. Introduction
Calderwood & Harkness LLP acts as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, with its registered seat in Munich, Germany (Commercial Register No. HRB 217458, registered with the Amtsgericht München) ("Halcyon" or the "Company"), in connection with the Registration Statement on Form F-1 (File No. 333-\\\\\\) (as amended or supplemented from time to time, the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission" or the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the proposed initial public offering in the United States (the "Offering") of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares, no par value (Stammaktien ohne Nennbetrag) (the "Ordinary Shares"), of the Company.
The ADSs will be issued by Meridian Trust Company, N.A., a national banking association, acting as depositary (the "Depositary"), pursuant to a Deposit Agreement (the "Deposit Agreement"), to be entered into among the Company, the Depositary, and the holders and beneficial owners of ADSs from time to time. A separate Registration Statement on Form F-6 (File No. 333-\\\\\\) (the "Form F-6 Registration Statement") has been filed with the Commission to register the ADSs issuable under the Deposit Agreement pursuant to the Securities Act.
The filing history of the Registration Statement is as follows:
• The Company initially submitted a draft registration statement on Form F-1 on a confidential basis with the Commission on or about April 14, 2026, pursuant to Section 6(e) of the Securities Act and the Commission's guidance relating to draft registration statement submissions by foreign private issuers.
• Amendment No. 1 to the Registration Statement was filed with the Commission on or about May 26, 2026, in response to the Staff's comment letter dated May 12, 2026, and included revised disclosure addressing each of the Staff's comments in full.
• The Registration Statement was publicly filed with the Commission on or about June 8, 2026.
• Subsequent amendments to the Registration Statement, if any, have been or will be filed as necessary to address any additional Staff comments and to include updated financial and other information prior to the requested effective date.
We are writing to respectfully request, on behalf of the Company and for the reasons set forth herein, that the Commission declare the Registration Statement effective at 4:00 p.m. Eastern Time on June 22, 2026, or as soon as practicable thereafter.
II. Description of the Offering
The Registration Statement relates to the Offering of up to 21,400,000 ADSs (the "Base Offering"), as follows:
(a) 15,000,000 ADSs (representing 30,000,000 newly issued Ordinary Shares) to be offered and sold by the Company in a primary offering (the "Primary Offering");
(b) 4,250,000 ADSs (representing 8,500,000 Ordinary Shares) to be offered and sold by Rheintal Industrieholding GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany and a current shareholder of the Company (the "Rheintal Selling Shareholder"); and
(c) 2,150,000 ADSs (representing 4,300,000 Ordinary Shares) to be offered and sold by Kestrel Capital Partners AG, a Swiss corporation (Aktiengesellschaft) organized under the laws of Switzerland and a current shareholder of the Company (the "Kestrel Selling Shareholder" and, together with the Rheintal Selling Shareholder, the "Selling Shareholders").
In addition, the Registration Statement covers an aggregate of up to 3,210,000 additional ADSs (representing up to 6,420,000 Ordinary Shares) pursuant to an overallotment option (the "Overallotment Option") granted by the Company and the Selling Shareholders to the underwriters named in the Registration Statement, exercisable for a period of 30 days following the date of pricing of the Offering. If the Overallotment Option is exercised in full, the total number of ADSs offered pursuant to the Registration Statement would be 24,610,000 ADSs (representing 49,220,000 Ordinary Shares).
The proposed initial public offering price is expected to be in the range of $39.00 to $45.00 per ADS, as set forth on the cover page of the preliminary prospectus included in the Registration Statement. Based on the midpoint of the estimated price range ($42.00 per ADS), the targeted aggregate gross proceeds from the Base Offering (exclusive of any exercise of the Overallotment Option) would be approximately $898,800,000 (or approximately $900,000,000 rounded).
The ADSs are proposed to be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN." Application has been made to the Nasdaq Stock Market LLC for listing of the ADSs, and the Company has been advised that the ADSs are expected to be approved for listing, subject to official notice of issuance.
The underwriters of the Offering are as follows:
• Lead Left Bookrunner and Representative of the Underwriters: Westbridge Securities LLC
• Joint Bookrunners: Pinnacle Morgan & Co., Inc. and Andover Barcliffe Group Inc.
• Co-Manager: Northpointe Capital LLC
III. Request for Acceleration of Effectiveness
Pursuant to Rule 461 under the Securities Act, the Company and the undersigned, on behalf of the Company, respectfully request that the Commission accelerate the effective date of the Registration Statement so that the Registration Statement shall be declared effective at 4:00 p.m. Eastern Time on Monday, June 22, 2026, or at such earlier or later time on that date as the Staff of the Division of Corporation Finance may determine in its discretion.
In the event that the Commission is unable to declare the Registration Statement effective on June 22, 2026, the Company and the undersigned respectfully request that the Registration Statement be declared effective at the earliest practicable date and time thereafter. We would be grateful for the Staff's prompt notification if any impediment to the requested effective date exists so that the Company can take such steps as may be necessary to resolve any remaining matters on an expedited basis.
We note for the Staff's information that the Company qualifies as a "foreign private issuer" as such term is defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in Rule 405 under the Securities Act. The Company intends to report under the Exchange Act as a foreign private issuer following the completion of the Offering and to avail itself of the exemptions and accommodations available to foreign private issuers under the rules and regulations of the Commission.
IV. Distribution of Preliminary Prospectus
In connection with the request for acceleration of the effective date of the Registration Statement, we hereby confirm the following with respect to the distribution of the preliminary prospectus:
(a) A sufficient number of copies of the preliminary prospectus included in the Registration Statement (as most recently amended) have been distributed to all members of the underwriting syndicate in a timely manner, and such preliminary prospectuses have been made available to prospective investors for a reasonable period of time prior to the anticipated date of effectiveness of the Registration Statement, as required by and in compliance with Rule 460 under the Securities Act.
(b) Copies of the preliminary prospectus have been furnished to the Nasdaq Stock Market LLC, the exchange on which the ADSs are proposed to be listed, as required under the applicable rules of the Commission and the rules of the Nasdaq Stock Market LLC.
(c) To the best knowledge of the undersigned, after reasonable inquiry, the Company is not aware of any outstanding distribution deficiency identified by the Staff of the Division of Corporation Finance with respect to the distribution of the preliminary prospectus, and neither the Company nor any underwriter has received any notification from the Staff indicating that the distribution of the preliminary prospectus is insufficient for purposes of Rule 460 under the Securities Act.
V. Tandy Representations
In connection with the filing of the Registration Statement and this request for acceleration of the effective date thereof, the Company acknowledges and agrees to the following representations (collectively, the "Tandy Representations"):
(A) Responsibility for Adequacy and Accuracy of Disclosure. The Company is responsible for the adequacy and accuracy of the disclosure in the Registration Statement, including the prospectus contained therein. The Company has reviewed the Registration Statement and the prospectus and has determined that all information required to be stated therein is stated and that all statements contained therein are true and correct in all material respects.
(B) Staff Comments and Declared Effectiveness. Staff comments on the Registration Statement (or changes to the disclosure in the Registration Statement made in response to Staff comments) do not foreclose the Commission from taking any action with respect to the Registration Statement. The Company understands that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.
(C) Staff Comments and Private Actions. The Company may not assert Staff comments or the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. The Company understands that the Staff's review of the Registration Statement is limited in scope and does not constitute an approval of the accuracy, completeness, or adequacy of the disclosure contained in the Registration Statement.
VI. Representations Regarding Pending Matters
In further support of this request for acceleration, we confirm the following, to the knowledge of the undersigned after reasonable inquiry of the Company and its management:
(a) All comments previously received from the Staff of the Division of Corporation Finance with respect to the Registration Statement have been fully addressed in the amendments to the Registration Statement filed with the Commission to date. The Company has responded in full to each comment set forth in the Staff's comment letter dated May 12, 2026, and has made corresponding revisions to the disclosure in the Registration Statement as reflected in Amendment No. 1 and any subsequent amendments.
(b) There are no unresolved Staff comments outstanding with respect to the Registration Statement as of the date of this letter. The Company has not received any additional comment letters from the Staff that remain unanswered or unresolved, and the Company is not aware of any pending Staff review or further comments that have not been communicated to the undersigned.
(c) All information required to be included in the Registration Statement pursuant to Form F-1 and the applicable rules and regulations under the Securities Act has been included therein, other than pricing-related information that may be omitted at the time of effectiveness in reliance on Rule 430A under the Securities Act, as described in Section VII below. Such pricing-related information will be supplied in a prospectus supplement or amendment to be filed pursuant to Rule 424(b) under the Securities Act promptly following pricing of the Offering.
(d) The consolidated financial statements of the Company included in the Registration Statement have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and present fairly, in all material respects, the financial position, results of operations, and cash flows of the Company and its consolidated subsidiaries for the periods presented. Such financial statements have been audited by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (the "Auditor"), an independent registered public accounting firm, whose report is included in the Registration Statement. The lead engagement partner for the audit is Dieter Kaufmann, Wirtschaftsprüfer, of the Auditor's Munich office located at Ganghoferstraße 29, 80339 Munich, Germany. The Auditor is duly registered with the Public Company Accounting Oversight Board (United States) (the "PCAOB") and is subject to PCAOB inspection. The PCAOB-registered contact in the United States for the Auditor is Graham Templeton, Partner, Blackmere & Whitfield LLP, 7 Times Square, New York, New York 10036.
VII. Rule 430A Reliance
The Company intends to rely on Rule 430A under the Securities Act for the omission from the prospectus included in the Registration Statement at the time of effectiveness of certain pricing-related information, including, without limitation, the final public offering price per ADS, the underwriting discounts and commissions, the net proceeds to the Company and the Selling Shareholders, and other information dependent upon or derived from such pricing-related information.
The Company confirms that such omitted pricing-related information will be included in a final prospectus supplement or completed prospectus (as applicable) to be filed with the Commission pursuant to Rule 424(b)(1) or Rule 424(b)(4) under the Securities Act, as applicable, promptly following the determination of the public offering price and no later than the second business day following the date of pricing, in accordance with the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder.
For the Staff's information, the currently targeted pricing date for the Offering is July 1, 2026, subject to market conditions and other factors. The Company anticipates commencing its investor roadshow promptly following the effectiveness of the Registration Statement.
VIII. Concurrent Registration on Form F-6
As noted above, Meridian Trust Company, N.A., as Depositary, has filed or will file a Registration Statement on Form F-6 (File No. 333-\\\\\\) with the Commission for the registration under the Securities Act of the ADSs issuable under the Deposit Agreement. The Form F-6 Registration Statement is a necessary prerequisite to the issuance of the ADSs in connection with the Offering.
We respectfully request that the Commission declare the Form F-6 Registration Statement effective concurrently with, or prior to, the effectiveness of the Registration Statement on Form F-1. The Company and the Depositary believe that the Form F-6 Registration Statement is in compliance with the applicable requirements of the Securities Act and the rules and regulations of the Commission, and that the concurrent effectiveness of the Form F-1 and Form F-6 Registration Statements is necessary to facilitate the timely consummation of the Offering.
IX. Contact Information
All communications regarding this request for acceleration, the Registration Statement, or any other matters relating to the Offering should be directed to the following persons at Calderwood & Harkness LLP:
Vivienne St. Claire, Partner Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: (212) 558-\\\\
Email: vstclaire@calderwoodharkness.com
Claire Dempsey, Associate Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: (212) 558-\\\\
Email: cdempsey@calderwoodharkness.com
We respectfully request that the Staff also provide courtesy copies of any communications to:
Wilhelm Ostermann, General Counsel (Chefjustitiar) Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich, Germany Telephone: +49 (89) \\\\-\\\\
Email: w.ostermann@halcyonsemi.de
Martin Ashford, Partner Varen & Kessler LLP 51 West 52nd Street New York, New York 10019 Telephone: (212) 446-\\\\
Email: mashford@varenkessler.com
(Counsel to the Underwriters)
X. Closing
We respectfully request your assistance in this matter and thank you for your consideration. Please do not hesitate to contact us at the telephone numbers or email addresses listed above if you have any questions or require any additional information in connection with this request.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Vivienne St. Claire Partner
XI. Acknowledgment and Consent of Registrant
Halcyon Semiconductor Aktiengesellschaft hereby joins in the foregoing request for acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-\\\\\\) and hereby acknowledges and agrees to the Tandy Representations set forth in Section V of this letter. The Company has reviewed this letter and the representations contained herein and confirms that the information set forth herein, to the extent relating to the Company, is true and correct in all material respects.
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
By: ________
Name: Dr. Friedrich Wendt
Title: Chief Executive Officer (Vorstandsvorsitzender)
Date: June \\\_, 2026
XII. Acknowledgment and Consent of Selling Shareholders
Each of the undersigned Selling Shareholders hereby joins in the foregoing request for acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-\\\\\\) with respect to the ADSs (and underlying Ordinary Shares) being offered by such Selling Shareholder and hereby acknowledges and agrees to the Tandy Representations set forth in Section V of this letter, to the extent applicable to the disclosure provided by or on behalf of such Selling Shareholder.
RHEINTAL INDUSTRIEHOLDING GmbH
By: ________
Name: Margarethe Wendt
Title: Managing Director (Geschäftsführerin)
Date: June \\\_, 2026
KESTREL CAPITAL PARTNERS AG
By: ________
Name: Henrik Sørensen
Title: Managing Partner
Date: June \\\_, 2026
XIII. Distribution
cc (via electronic mail):
Dr. Friedrich Wendt, Chief Executive Officer, Halcyon Semiconductor Aktiengesellschaft Katarina Dalmqvist, Chief Financial Officer, Halcyon Semiconductor Aktiengesellschaft Wilhelm Ostermann, General Counsel, Halcyon Semiconductor Aktiengesellschaft Robert Adeyemi, Partner, Calderwood & Harkness LLP Martin Ashford, Partner, Varen & Kessler LLP (counsel to the underwriters) Priya Ranganathan, Senior Associate, Varen & Kessler LLP Dr. Christoph Maurelban, Partner, Bähr Stein Rechtsanwälte PartGmbB (German counsel to the issuer) Jonathan Hartwell, Managing Director, Westbridge Securities LLC (lead left bookrunner) Patricia Novak, Vice President, Depositary Receipts, Meridian Trust Company, N.A. Graham Templeton, Partner, Blackmere & Whitfield LLP (auditors, New York)
XIV. Enclosures
Enclosures: None. This letter is being transmitted electronically via the Commission's EDGAR system as a correspondence filing. No physical copies are being submitted.
Calderwood & Harkness LLP — C&H Matter No. 1032-00003 (internal reference only; not included in SEC submission)