CALDERWOOD & HARKNESS LLP
TEMPLATE — RESPONSE LETTER TO SEC DIVISION OF CORPORATION FINANCE STAFF COMMENTS
Internal Classification: PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION AND FOR THE PURPOSE OF PROVIDING LEGAL ADVICE
Matter: Halcyon Semiconductor Aktiengesellschaft — US ADR Initial Public Offering Matter Number: 1032-00003 Prepared By: Calderwood & Harkness LLP, One Liberty Plaza, 42nd Floor, New York, NY 10006 Primary Drafter: Claire Dempsey, Lead Associate, Capital Markets Supervising Attorney: Vivienne St. Claire, Responsible Partner, Capital Markets Date of Template Preparation: [Insert date template finalized]
Note on Purpose and Use. This template is designed for use in preparing the Company's response to comments received from the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission on the Registration Statement on Form F-1 filed by Halcyon Semiconductor AG. Based on current filing status and the Staff's ordinary review timeline, the first comment letter is estimated to be received on or about May 12, 2026, with the Company's target response (accompanied by Amendment No. 1 to the Registration Statement) to be filed on or about May 26, 2026. Timing thereafter for any follow-up comment round(s), acceleration request, and effectiveness is discussed in Section IV.B below.
I. Instructions for Use of This Template
A. General Overview
Purpose. This template provides the standard framework, drafting conventions, and quality-control workflow that Calderwood & Harkness LLP ("C&H") will use to prepare the response letters submitted on behalf of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company") to the Staff of the Division of Corporation Finance (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission"). The template is intended to apply to comments received on the Company's Registration Statement on Form F-1 (File No. [Insert SEC File Number once assigned]) (the "F-1 Registration Statement") and, if and to the extent applicable, the accompanying Registration Statement on Form F-6 relating to the American Depositary Shares to be issued by Meridian Trust Company, N.A., as depositary (the "F-6 Registration Statement").
Adaptation for Multiple Rounds. The Staff typically issues one or more follow-up comment letters after the initial round. This template is intended to be reused, with appropriate modification, for each successive round of comments. Drafters must update the amendment number, page references, and cross-references to prior responses each time the template is used.
Placeholders. All bracketed placeholders (e.g., "[Insert ...]") must be replaced with matter-specific information before finalization. Track-changes drafts circulated for internal review should retain bracketed placeholders in a distinctive highlight color until resolved.
Required Partner Review. No response letter or amendment may be filed without express written sign-off by Vivienne St. Claire or, in her absence, Robert Adeyemi.
B. Filing and Submission Mechanics
1. EDGAR Correspondence. The response letter will be filed via EDGAR under the submission type "CORRESP." The letter is not deemed publicly filed at the time of submission; however, the Staff ordinarily releases CORRESP filings publicly following the completion of its review and effectiveness (typically 20 business days thereafter). All drafters should prepare the response letter with that eventual public release in mind.
2. CIK and File Number. Halcyon's EDGAR CIK is to be inserted upon assignment. The SEC File Number for the F-1 Registration Statement is 333-[Insert File Number]; the SEC File Number for the F-6 Registration Statement is 333-[Insert File Number].
3. EDGAR Filing Agent. C&H will coordinate with Merrill Corporation / DFIN (Donnelley Financial Solutions) as the EDGAR filing agent to ensure proper coding of the CORRESP submission and the concurrent Amendment No. [X] to the F-1 Registration Statement. Filing agent contact: [Insert primary filing agent name and phone].
4. Concurrent Amendment. The response letter should be filed simultaneously with, or shortly (no more than one hour) before, the filing of Amendment No. [X] to the F-1 Registration Statement. Filing the amendment first without the accompanying response creates a risk that the Staff will not associate the two filings promptly.
5. Confidential Treatment. If any portion of the response letter (or exhibits or supplemental materials) contains information for which the Company wishes to request confidential treatment under Rule 83, a separate confidential treatment request letter must be prepared and filed concurrently. Supplemental materials provided under Rule 418 should be marked "FOIA Confidential Treatment Requested" and delivered in hard copy or via the Staff's secure electronic transmission portal, not via EDGAR.
C. Coordination with Working Group
Upon receipt of the Staff's comment letter, Vivienne St. Claire will circulate the comment letter to the full working group within two (2) hours of receipt. The full working group for purposes of comment-letter response comprises:
• Calderwood & Harkness LLP (US issuer counsel): Vivienne St. Claire (Partner), Robert Adeyemi (Partner), Claire Dempsey (Lead Associate), Audrey Zhou (Associate), Leonard Cross (Tax Partner)
• Halcyon Semiconductor AG (issuer): Dr. Friedrich Wendt (CEO), Katarina Dalmqvist (CFO), Wilhelm Ostermann (General Counsel)
• Westbridge Securities LLC (lead bookrunner): Jonathan Hartwell (Managing Director, ECM)
• Varen & Kessler LLP (US underwriters' counsel): Martin Ashford (Partner), Priya Ranganathan (Senior Associate)
• Bähr Stein Rechtsanwälte (German issuer counsel): Dr. Christoph Maurelban (Partner), Johanna Weiß (Senior Associate)
• Blackmere & Whitfield LLP (independent auditors): Graham Templeton (Engagement Partner, New York), Dieter Kaufmann (Engagement Partner, Munich)
• Ashton & Burke Advisory (financial advisor): Lukas Frey (Managing Director)
• Bridgeport Investor Relations: Thomas Harding (Managing Director)
Assignment of Comments. Each comment will be assigned by Claire Dempsey (in consultation with Vivienne St. Claire) to a responsible drafting party based on subject matter, as follows:
• Tax comments — Leonard Cross (C&H), with input from Bähr Stein for German tax matters.
• German law comments (including corporate governance, statutory disclosures, and Vorstand/Aufsichtsrat matters) — Bähr Stein (Dr. Maurelban / Ms. Weiß).
• Financial statement and accounting comments — Blackmere & Whitfield (Graham Templeton, coordinating with Dieter Kaufmann on IFRS matters); Katarina Dalmqvist and the Halcyon corporate accounting team.
• Business section, industry, and technical operations comments — Halcyon management (Dr. Wendt, Ms. Dalmqvist, and Ingrid Baumann, VP Corporate Strategy), coordinated by Bridgeport Investor Relations (Thomas Harding).
• Cover page, risk factors, use of proceeds, principal shareholders, ADS description, underwriting, general corporate securities matters — C&H (Claire Dempsey lead-drafts; Robert Adeyemi supervises).
Underwriters' Counsel Review. Varen & Kessler LLP will review the final draft of the response letter and the Amendment before filing. The Company is not required to accept comments from underwriters' counsel, but material substantive disagreements will be escalated to Vivienne St. Claire and Martin Ashford.
D. Timeline for Response
The Company's target for the first round is fourteen (14) calendar days from receipt of the Staff's comment letter to filing of the response letter and Amendment. This is more compressed than the ordinary 20–30 day average for complex FPI IPOs and is driven by the offering's overall marketing timeline. The internal timeline is:
Key Milestones. Assuming first comment letter receipt on May 12, 2026, Amendment No. 1 filing target is May 26, 2026. If a second comment letter is received (typically 10–14 days after the amendment filing, i.e., approximately June 8, 2026), the response cycle will be compressed further to preserve the target effectiveness date of June 22, 2026 and pricing on June 23, 2026.
II. Response Letter — Formal Template
The following pages contain the formal response letter template to be adapted for each round of comments.
A. Letterhead and Addressee
[CALDERWOOD & HARKNESS LLP LETTERHEAD]
One Liberty Plaza, 42nd Floor New York, New York 10006 Tel: (212) [Insert] │ Fax: (212) [Insert]
[Insert Date of Response Letter]
VIA EDGAR (CORRESP)
[Insert Name of Reviewing Staff Attorney], Esq. [Insert Name of Reviewing Staff Accountant, if applicable] Division of Corporation Finance Office of [Insert Applicable Office — anticipated: Office of Technology] U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
B. Re: Line
Re: Halcyon Semiconductor Aktiengesellschaft Registration Statement on Form F-1 Filed [Insert Date of Initial Filing — currently anticipated April 14, 2026] File No. 333-[Insert File Number] CIK No. [Insert CIK Number]
[Drafting note: If the initial filing was a confidential draft submission under the JOBS Act / Regulation S-K Item 1601, revise the Re: line to identify it as such — e.g., "Draft Registration Statement on Form F-1 confidentially submitted on April 14, 2026." Once the Company transitions to public filing (currently targeted June 8, 2026), the Re: line should reference the public File No.]
C. Opening Paragraph
Dear [Mr./Ms. Surname]:
On behalf of our client, Halcyon Semiconductor Aktiengesellschaft, a German Aktiengesellschaft ("Halcyon" or the "Company"), we are writing to respond to the comments of the staff (the "Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission") set forth in your letter dated [Insert Date of Comment Letter] (the "Comment Letter") relating to the above-referenced Registration Statement on Form F-1 (as amended, the "Registration Statement"). We appreciate the Staff's careful review of the Registration Statement and the courtesy extended to the Company and its advisors.
Concurrently with the submission of this response letter, the Company is filing Amendment No. [Insert Amendment Number] to the Registration Statement ("Amendment No. [X]"), which reflects the Company's responses to the Staff's comments and contains other updates and revisions, including updates to reflect [Insert description of any material updates — e.g., "the Company's unaudited financial information for the three months ended March 31, 2026," "updated market and industry data," or "revised disclosures relating to the Fab 3 construction program"].
[Drafting note — first round only: If the Registration Statement was initially submitted confidentially, add the following sentence: "In accordance with Section 6(e) of the Securities Act of 1933, as amended, and the guidance of the Division of Corporation Finance, the Company is publicly filing the Registration Statement concurrently herewith." Target public filing date: June 8, 2026.]
D. Formatting Conventions Paragraph
For the convenience of the Staff, we have reproduced each of the Staff's comments in bold italics below and have set forth the Company's response immediately below each comment. Capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement. Page references in the Company's responses refer to pages of the prospectus included in Amendment No. [X] to the Registration Statement, in the version marked to show changes from the prior filing. Where the Company's response includes revised prospectus language, that language is presented in <u>underlined</u> text. Cross-references to specific portions of the prospectus follow the form: "See page [X] of the prospectus included in Amendment No. [X]." Except where otherwise indicated, all financial figures are presented in euros (€), consistent with the Company's IFRS financial statements. Where U.S. dollar equivalents are shown for convenience only, the reference exchange rate is €1.00 = US$1.078, being the Bloomberg composite rate on January 10, 2026, updated as of [Insert updated rate date] in Amendment No. [X].
[Drafting note — delete this paragraph of internal instructions before finalization: The above paragraph is a client-facing convention notice. The following internal instructions to the drafting team are to be observed and then deleted before filing.]
• Reproduce Staff comments verbatim, including any grammatical or typographical characteristics, in bold italics.
• Number responses to match the Staff's numbering. Do not reorder or consolidate comments.
• Where a comment has sub-parts, address each sub-part expressly and in order.
• Show new prospectus language with underlining; do not use strike-through in the response letter itself (strike-through belongs only in the marked amendment).
• Where no revision is being made, explain the basis for the Company's view that existing disclosure is adequate, with reference to specific rules, forms, and prior Staff guidance where appropriate.
E. Body — Comment-by-Comment Responses
The following comment placeholders are organized by the substantive categories in which Staff comments typically arise. Upon receipt of the actual Comment Letter, the drafting team will re-order responses to follow the exact numbering and order used by the Staff, and will delete unused placeholder sections.
1. Cover Page and Prospectus Summary. Comment [1].
*[Insert full text of Staff comment in bold italics.]*
Response:
The Company respectfully acknowledges the Staff's comment and [has revised the disclosure on the cover page and pages [X]–[X] of the prospectus] / [respectfully advises the Staff that ...]. The revised disclosure now reads as follows:
"<u>[Insert revised prospectus language, with new text underlined.]</u>"
See the cover page and pages [X]–[X] of the prospectus included in Amendment No. [X].
[Guidance to drafters — common cover page / summary comment themes for the Halcyon transaction:
• Clarity of the ADS-to-ordinary-share ratio (1 ADS = 2 ordinary shares) on the cover, in the summary, and in the "Description of American Depositary Shares" section.
• Presentation of the indicative offering price range ($39.00 – $45.00 per ADS) with a clear explanation of the derivation from the Company's Frankfurt trading history (FRA: HCY, Prime Standard).
• Identification of the selling shareholders (Rheintal Industrieholding GmbH; Kestrel Kapitalpartner AB) and disclosure of their relationships to the Company, including the Wendt family relationship discussed under Related-Party Transactions.
• Dual-listing disclosure and, in particular, price discovery, arbitrage, and settlement mechanics between Nasdaq (proposed ticker: HCYN) and the Frankfurt Prime Standard.
• Identification of the lead bookrunner (Westbridge Securities LLC) and co-managers (Pinnacle Morgan, Andover Barcliffe, Northpointe Capital), including any FINRA-related affiliations.
End guidance note.]
Comment [2].
*[Insert full text of Staff comment in bold italics.]*
Response:
[Insert response.]
2. Risk Factors. Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
The Company acknowledges the Staff's comment. In response, the Company has revised the risk factor entitled "[Insert risk factor caption]" on page [X] of the prospectus to read as follows:
"<u>[Insert revised risk factor language.]</u>"
See page [X] of the prospectus included in Amendment No. [X].
[Guidance to drafters — common FPI ADR risk factor comment themes:
• PFIC risk factor adequacy. Preliminary analysis (see memorandum from L. Cross dated [Insert date]) indicates Halcyon is not a passive foreign investment company for its current taxable year and does not expect to be one for the foreseeable future; however, the risk factor should describe the tests, key uncertainties (in particular the "asset test" applied to the Company's substantial cash holdings following the offering), and the U.S. federal income tax consequences to holders if PFIC status were nevertheless to obtain.
• Foreign private issuer status risk. The Company qualifies as a foreign private issuer under Rule 3b-4. The risk factor should address the possibility of loss of FPI status (particularly given the U.S. shareholder base created by the offering) and the reduced disclosure and governance obligations available to the Company as an FPI (Nasdaq Rule 5615(a)(3) home-country exemptions).
• Currency risk. EUR/USD exposure both as an economic matter (functional currency is euro) and as a translational matter for U.S. investors.
• Export controls and sanctions. Semiconductor-specific concerns arising from Halcyon Shanghai (Halcyon Semiconductor (Shanghai) Co., Ltd.) operations, including U.S. Bureau of Industry and Security ("BIS") controls under EAR §§ 744.11 and 744.23, the October 7, 2022 and October 17, 2023 rulemakings, EU Dual-Use Regulation (2021/821), and German AWG/AWV regimes.
• Concentration of ownership. Post-IPO ownership by Rheintal Industrieholding GmbH of approximately 16.1% (39,445,000 of 245,000,000 ordinary shares outstanding), together with the familial relationship between Dr. Friedrich Wendt (CEO of the Company) and Ms. Margarethe Wendt (Managing Director of Rheintal).
• Dual-listing and regulatory divergence risk (BaFin/EU Prospectus Regulation vs. Commission requirements; Frankfurt vs. Nasdaq market structure).
End guidance note.]
3. Use of Proceeds. Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
The Company respectfully advises the Staff that the disclosure on pages [X]–[X] of the prospectus has been revised to provide additional specificity regarding the intended use of the net proceeds from the primary component of the offering. The Company estimates that the net proceeds to the Company from the sale of 13,750,000 ADSs by the Company in the base offering (excluding any exercise of the underwriters' overallotment option), based on the mid-point of the estimated offering price range of $42.00 per ADS and after deducting the underwriting discount and estimated offering expenses payable by the Company, will be approximately $607,950,000. The Company intends to allocate the net proceeds as follows:
The Company will not receive any proceeds from the sale of ADSs by the selling shareholders.
See pages [X]–[X] of the prospectus included in Amendment No. [X].
4. Business Description. Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
The Company acknowledges the Staff's comment. In coordination with Halcyon management, the Company has revised the disclosure on pages [X]–[X] to [Insert description of revision]. The revised language reads as follows:
"<u>[Insert revised language.]</u>"
[Guidance to drafters — common business-section comment themes:
• Technical descriptions of the Company's silicon carbide (SiC) and gallium nitride (GaN) product lines, including yield, defect density, and wafer-size roadmap (150mm → 200mm SiC transition).
• Competitive landscape (Infineon, STMicroelectronics, onsemi, Wolfspeed, ROHM) and market-share substantiation. All third-party market-share and TAM statistics must be sourced to identifiable industry reports (e.g., Yole Intelligence, TrendForce) — no unsupported figures.
• Customer concentration and end-market exposure (automotive OEM tier-1s, industrial power, renewable energy).
• Fab 3 construction timeline, milestones, and remaining capital commitments; IPCEI Microelectronics funding status.
• Subsidiary operations, particularly Halcyon Shanghai and Halcyon Semiconductor Americas, Inc.
Coordinate with Ingrid Baumann and Bridgeport IR (Thomas Harding) for any market-data revisions. End guidance note.]
5. Management and Executive Compensation. Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
The Company respectfully advises the Staff that [Insert response]. As disclosed on pages [X]–[X], the Company is governed by a two-tier board structure consisting of a Management Board (Vorstand) and a Supervisory Board (Aufsichtsrat), as required by the German Stock Corporation Act (Aktiengesetz). Compensation disclosure is provided on an aggregate basis for the Management Board and on an individualized basis to the extent required by Section 285 No. 9 of the German Commercial Code (Handelsgesetzbuch) and Section 162 of the Aktiengesetz, consistent with the accommodations available to foreign private issuers under Item 6.B of Form 20-F.
[Guidance to drafters — coordinate with Bähr Stein for German law compensation and governance disclosure. Frequent comment themes include:
• Explanation of the Vorstand/Aufsichtsrat division of authority and its practical implications for U.S. investors accustomed to a unitary board.
• Compensation disclosure — reconciliation of the FPI disclosure framework with the categories familiar to U.S. investors (base, bonus, LTIP, pension).
• Halcyon Employee Share Ownership Trust ("ESOT") — 6,665,000 shares held for management and employee equity programs, representing 3.1% of pre-IPO outstanding shares.
• Supervisory Board independence determinations, including consideration of co-determination members elected under the German Codetermination Act (Mitbestimmungsgesetz).
End guidance note.]
6. Related-Party Transactions. Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
The Company acknowledges the Staff's comment. The disclosure on pages [X]–[X] of the prospectus has been revised to provide additional detail regarding [Insert]. In particular, the revised disclosure clarifies the following:
1. Rheintal Industrieholding GmbH holds 47,945,000 ordinary shares of the Company (22.3% of pre-IPO outstanding shares) and, giving effect to its sale of 8,500,000 ordinary shares (in the form of 4,250,000 ADSs) in the offering, will hold 39,445,000 ordinary shares, or approximately 16.1% of the 245,000,000 ordinary shares outstanding after the offering.
2. Ms. Margarethe Wendt, Managing Director of Rheintal Industrieholding GmbH, is the sister of Dr. Friedrich Wendt, the Chief Executive Officer and Chairman of the Management Board of the Company. This familial relationship is disclosed on pages [X], [X], and [X].
3. There are no Supervisory Board interlocks between the Company and Rheintal. [Confirm with Bähr Stein.]
4. All arms'-length commercial transactions between the Company and Rheintal (or its portfolio companies) during the periods presented are described on page [X] and were reviewed and approved in accordance with the Company's Related-Party Transactions Policy adopted [Insert date].
7. Principal Shareholders and Selling Shareholders. Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
The Company respectfully directs the Staff to the revised beneficial ownership table on pages [X]–[X] of the prospectus, which reflects both pre-IPO and post-IPO ownership on the following basis:
Post-IPO percentages assume issuance of 30,000,000 new ordinary shares by the Company (represented by 15,000,000 ADSs, of which 13,750,000 ADSs are being sold by the Company in the primary component and 1,250,000 ADSs are attributable to shares underlying the primary portion of the overallotment option if fully exercised — please confirm base vs. greenshoe presentation in the table footnote) and no exercise of the overallotment option by the underwriters, except as expressly noted.
8. Description of American Depositary Shares / Deposit Agreement. Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
The Company acknowledges the Staff's comment. In coordination with Meridian Trust Company, N.A. ("Meridian"), as depositary, the Company has revised the disclosure on pages [X]–[X] to clarify the following:
• ADS Ratio. Each ADS represents two (2) ordinary shares of the Company, no-par-value bearer shares.
• Depositary Fees. Meridian is entitled to charge holders of ADSs an annual services fee of up to US$0.05 per ADS, together with certain per-issuance, per-cancellation, and per-distribution fees described in the fee schedule on page [X].
• Voting Mechanics. Voting instructions are solicited by Meridian in accordance with Section [Insert] of the Deposit Agreement. If timely instructions are not received from an ADS holder, Meridian will not vote the underlying ordinary shares. No discretionary voting is permitted, consistent with the accommodations under Section 4.7 of the Deposit Agreement.
• Pre-emptive Rights. Treatment of statutory pre-emptive rights (Bezugsrechte) under Section 186 of the Aktiengesetz is described on page [X]. In the absence of an effective U.S. registration statement or an exemption, Meridian will sell such rights and distribute the net cash proceeds to ADS holders, in accordance with Section [Insert] of the Deposit Agreement.
[Guidance: coordinate all Meridian-related revisions with Patricia Novak, Vice President — Depositary Receipts, Meridian Trust Company, N.A. Do not commit to depositary-side changes without her confirmation.]
9. Taxation. Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
[All tax responses to be drafted by Leonard Cross (C&H) with input from Bähr Stein on German tax matters. Do not draft or edit tax responses without Mr. Cross's involvement.]
The Company acknowledges the Staff's comment. The disclosure under the caption "Material U.S. Federal Income Tax Considerations" on pages [X]–[X] has been revised to [Insert]. The revised disclosure addresses, among other things:
• The Company's analysis under the passive foreign investment company ("PFIC") rules of Sections 1297–1298 of the Internal Revenue Code, including the income test and the asset test, and its conclusion that it does not expect to be classified as a PFIC for its taxable year ending December 31, 2026, or in the foreseeable future thereafter (although no assurance can be given, as further disclosed under "Risk Factors").
• German dividend withholding tax mechanics — statutory rate of 26.375% (25% plus 5.5% solidarity surcharge), reduced to 15% for eligible U.S. residents under Article 10 of the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation (the "U.S.-Germany Tax Treaty"), subject to the procedural refund process administered by the Bundeszentralamt für Steuern ("BZSt").
• Availability of the U.S. foreign tax credit under Sections 901 and 904 for German withholding taxes borne by U.S. holders.
• Qualified Intermediary ("QI") status considerations with respect to Meridian, and the effect of QI status on withholding and reporting under Chapter 3 and Chapter 4 (FATCA) of the Code.
10. Financial Statements and Accounting. Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
[All financial statement and accounting responses to be coordinated with Graham Templeton (Blackmere & Whitfield, New York) and, for IFRS-specific matters, Dieter Kaufmann (Blackmere & Whitfield, Munich).]
The Company respectfully advises the Staff that its consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), consistent with Item 17 / Item 18 of Form 20-F, as incorporated by reference in Form F-1 for foreign private issuers. In response to the Staff's comment, the Company has revised the disclosure on pages [X]–[X] to [Insert].
For reference, the Company's key historical financial results are:
[Guidance — common financial statement / accounting comment themes:
• Revenue recognition under IFRS 15 (particularly around long-term supply agreements with automotive tier-1s and any variable-consideration components).
• Segment reporting under IFRS 8 — power semiconductors, sensor products, and Fab foundry services segments.
• Capitalization of Fab 3 pre-production and start-up costs under IAS 16 and IAS 23 (borrowing costs).
• Non-IFRS financial measures (Adjusted EBITDA, Free Cash Flow) and reconciliation disclosure per Item 10(e) of Regulation S-K, as applied to FPIs under the Staff's Non-GAAP C&DIs.
• IFRS-to-U.S. GAAP reconciliation — not required for FPIs using IFRS-IASB, but be prepared to explain divergences where the Staff so requests.
End guidance note.]
11. Underwriting / Plan of Distribution. Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
The Company acknowledges the Staff's comment. In coordination with Varen & Kessler LLP as counsel to the underwriters, the disclosure on pages [X]–[X] under "Underwriting" has been revised to [Insert]. Material terms of the underwriting arrangement are:
• Gross underwriting spread: 3.50% of the public offering price.
• Overallotment option: the underwriters have a 30-day option to purchase up to an additional 3,210,000 ADSs (approximately 15% of the base offering) to cover overallotments, if any.
• Lock-up: 180 days from the pricing date, applicable to the Company, its directors and executive officers, and certain existing shareholders (including Rheintal and Kestrel), subject to customary carve-outs.
• Stabilization: stabilizing transactions may be conducted by Westbridge Securities LLC as stabilizing manager in accordance with Regulation M under the Exchange Act; parallel stabilization on the Frankfurt Stock Exchange will be conducted in accordance with EU Regulation 596/2014 (MAR) and Commission Delegated Regulation 2016/1052.
12. Exhibits and Legal Opinions. Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
The Company acknowledges the Staff's comment. [Insert response addressing exhibit list additions, opinion revisions, or clarifications regarding counsel role, as applicable.] For the Staff's reference:
• Calderwood & Harkness LLP is acting as U.S. counsel to the Company and will deliver the opinion filed as Exhibit 5.2 (validity of the ADSs) and the tax opinion filed as Exhibit 8.1.
• Bähr Stein Rechtsanwälte is acting as German counsel to the Company and will deliver the opinion filed as Exhibit 5.1 (validity of the ordinary shares under German law).
• Varen & Kessler LLP is acting as U.S. counsel to the underwriters.
• Prumvane Thornton Rechtsanwälte is acting as German counsel to the underwriters.
13. Form F-6 Comments (if any). Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
[Coordinate F-6 responses with Meridian Trust (Patricia Novak) and, if pertinent to transfer/registrar mechanics, with Crestfield Transfer Services (Angela Moretti). Substantive amendments to the Deposit Agreement require Meridian's countersignature and, if material, notice to holders under Section [Insert] of the Deposit Agreement.]
The Company, together with Meridian Trust Company, N.A., as depositary, respectfully advises the Staff that [Insert response]. The Deposit Agreement, filed as Exhibit (a) to the F-6 Registration Statement, and the Form of American Depositary Receipt filed as an annex thereto, have been revised as described above under Comment [X] (Description of American Depositary Shares).
14. General / Other Comments. Comment [X].
*[Insert full text of Staff comment in bold italics.]*
Response:
[Insert response.]
F. Tandy Representations
The Company acknowledges that:
(i) should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
(ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(iii) the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[Drafting note: Confirm exact wording against Staff's request. Historically the Staff has requested "Tandy" acknowledgments in the initial comment letter; recent practice has been variable. If not expressly requested, still include as a matter of C&H standard practice.]
G. Closing and Signature Block
We hope the foregoing has been responsive to the Staff's comments. If you have any questions or require any additional information, please do not hesitate to contact the undersigned at (212) [Insert phone number] or [Insert email address], or Claire Dempsey at (212) [Insert phone number] or [Insert email address].
Very truly yours,