MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Vivienne St. Claire, Partner Robert Adeyemi, Partner Claire Dempsey, Senior Associate Audrey Zhou, Associate
FROM: Audrey Zhou, Associate
DATE: January 28, 2026
RE: EDGAR Filing Procedures — Halcyon Semiconductor AG (Matter No. 1032-00003) — Form F-1 and Form F-6 Registration Statements
PURPOSE: This memorandum serves as an internal guide for the Calderwood & Harkness LLP engagement team outlining all EDGAR electronic filing procedures, access credentials, filing agent coordination, formatting requirements, XBRL/iXBRL tagging obligations, exhibit conventions, and cover page interactive data requirements applicable to Halcyon Semiconductor Aktiengesellschaft's filings with the U.S. Securities and Exchange Commission (the "SEC") in connection with the proposed Level III American Depositary Receipt initial public offering. This memorandum is intended solely for use by the C&H engagement team assigned to this matter and should not be distributed to any person outside the engagement team without the prior approval of Vivienne St. Claire.
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I. Overview and Background
Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company"), a German Aktiengesellschaft incorporated under the laws of the Federal Republic of Germany and registered in Munich, Bavaria (Commercial Register (Handelsregister) HRB 217458, Amtsgericht München), is pursuing a U.S. initial public offering (the "IPO" or the "Offering") through a Level III American Depositary Receipt ("ADR") program. Halcyon is a leading European semiconductor manufacturer specializing in silicon carbide (SiC) power devices, automotive-grade microcontrollers, and advanced packaging technologies, with fabrication facilities in Munich, Dresden, and Villach, Austria. The Company's ordinary shares (Stammaktien) are currently listed on the Frankfurt Stock Exchange under the ticker symbol FRA: HCY.
In connection with the IPO, two separate registration statements must be prepared and filed electronically with the SEC through the Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system:
1. Registration Statement on Form F-1 under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of the offering of American Depositary Shares ("ADSs") representing ordinary shares (Stammaktien) of Halcyon; and
2. Registration Statement on Form F-6 under the Securities Act, for the registration of ADSs issued by Meridian Trust Company, N.A. (the "Depositary"), as evidenced by American Depositary Receipts ("ADRs"), pursuant to a Deposit Agreement to be entered into among Halcyon, the Depositary, and all holders and beneficial owners of ADSs from time to time.
The key parameters of the Offering, as currently contemplated, are summarized below:
• Listing Venue: Nasdaq Global Select Market, under proposed ticker symbol "HCYN."
• Existing Listing: Frankfurt Stock Exchange (FRA: HCY) — the existing Frankfurt listing will be maintained.
• ADS Ratio: Each ADS will represent two (2) ordinary shares (Stammaktien), no par value (Stückaktien).
• Target Gross Proceeds: Approximately $900,000,000 (exclusive of the overallotment option).
• Overallotment: The underwriters will have a 30-day option to purchase up to an additional 3,210,000 ADSs at the IPO price, less underwriting discounts.
• Selling Shareholders: Rheintal Industrieholding GmbH and Kestrel Capital Partners AG will sell a portion of existing ADSs in the Offering.
• Lead Underwriters: Westbridge Securities LLC (as representative of the several underwriters).
The anticipated filing timeline, which is subject to adjustment based on the SEC's review schedule and market conditions, is as follows:
• Form ID (CIK Application): No later than March 15, 2026
• Confidential Submission of Draft Registration Statement (DRS): April 14, 2026
• Estimated Receipt of First SEC Comment Letter: May 12, 2026
• Amendment No. 1 / Comment Response (DRS/A or CORRESP): May 26, 2026
• Public Filing of Form F-1: June 8, 2026
• Filing of Form F-6: June 8, 2026 (or as soon as practicable thereafter)
• Acceleration Request: Approximately June 19, 2026
• Target Effectiveness of Registration Statements: June 22, 2026
• Target Roadshow Launch: June 23, 2026
• Target Pricing: July 1, 2026
• Rule 424(b) Final Prospectus Filing: By July 3, 2026
This memorandum addresses the procedural steps required to execute each of these filings on the EDGAR system. The memorandum is organized into sections covering CIK application and EDGAR registration (Section II), filing agent selection and coordination (Section III), Form F-1 filing procedures (Section IV), Form F-6 filing procedures (Section V), XBRL/iXBRL tagging requirements (Section VI), exhibit filing conventions (Section VII), filing fee calculation and transmission (Section VIII), correspondence filings (Section IX), post-effectiveness filings and ongoing EDGAR obligations (Section X), EDGAR formatting requirements (Section XI), security and access controls (Section XII), key contacts (Section XIII), the filing checklist and timeline (Section XIV), and appendices containing reference materials and templates (Section XV).
II. CIK Number Application and EDGAR Registration
A. CIK Application Process
Halcyon does not currently have a Central Index Key ("CIK") number with the SEC. Because Halcyon has never previously filed any reports, registration statements, or other documents with the SEC, the Company must first register on the EDGAR system before any filings can be submitted. The CIK number is the unique numerical identifier assigned by the SEC to each entity that files on EDGAR and is essential for all subsequent filings.
To obtain EDGAR access, Halcyon must submit SEC Form ID (Uniform Application for Access Codes to File on EDGAR). Upon acceptance of the Form ID, the SEC will assign Halcyon the following four access codes:
• CIK (Central Index Key): A unique ten-digit number that permanently identifies Halcyon as a filer on EDGAR.
• CCC (CIK Confirmation Code): An eight-character alphanumeric code used, together with the CIK, to authenticate filings submitted on EDGAR.
• Password: A password used to log in to the EDGAR filing system and to access filer management functions.
• PMAC (Password Modification Authorization Code): A code used to change or reset the EDGAR password; this code serves as the highest-level security credential for the filer account.
Form ID must be filed electronically via the SEC's EDGAR Filer Management website at the following URL:
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=&action=getcompany
The following information is required to complete the Form ID for Halcyon:
(i) Full Legal Name of Filer: "Halcyon Semiconductor Aktiengesellschaft"
(ii) Filer Type: "Foreign Private Issuer" — Halcyon qualifies as a foreign private issuer ("FPI") as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 405 under the Securities Act. The FPI designation is critical because it determines the applicable form types (F-series forms) and certain accommodations in disclosure and reporting obligations.
(iii) State/Country of Incorporation: Germany
(iv) Standard Industrial Classification (SIC) Code: 3674 (Semiconductors and Related Devices)
(v) IRS Employer Identification Number (EIN): Halcyon Semiconductor Aktiengesellschaft, as a foreign entity, does not have a U.S. Employer Identification Number. The Form ID should include a notation that the issuer is a foreign entity without a U.S. EIN. Note that the U.S. subsidiary, Halcyon Semiconductor USA Inc., has EIN 84-3927561, but this is a separate entity and the parent Aktiengesellschaft filing entity requires separate identification on EDGAR. If the EDGAR system requires entry of an EIN field, we should enter "00-0000000" or the applicable EDGAR convention for a non-U.S. filer without an EIN, and confirm the correct approach with EDGAR Filer Technical Support at (202) 551-8900.
(vi) Fiscal Year End: December 31
(vii) Name and Contact Information of Authorized Filer: The Form ID will designate Calderwood & Harkness LLP as the authorized filing agent on behalf of Halcyon. The contact information should list the C&H engagement team member designated as the primary EDGAR contact (Audrey Zhou, Calderwood & Harkness LLP, One Liberty Plaza, 42nd Floor, New York, NY 10006).
A notarized authentication document must accompany the Form ID filing. The authentication document must be signed by an authorized officer of Halcyon confirming the identity of the filer and the authority of the person submitting the Form ID. We recommend that the authentication document be signed by one of the following individuals:
• Wilhelm Ostermann, General Counsel and Chefjustitiar of Halcyon Semiconductor AG; or
• Katarina Dalmqvist, Chief Financial Officer of Halcyon Semiconductor AG.
Notarization may be performed in one of two ways:
(a) U.S. Notarization: If the signatory is physically present in the United States, the authentication document may be signed and notarized before a U.S. notary public. Given that Mr. Ostermann and Ms. Dalmqvist travel to the Company's Santa Clara, California office with some regularity, this may be the most expedient approach. Claire Dempsey should coordinate with Wilhelm Ostermann to identify the next scheduled trip to the United States and arrange notarization at that time.
(b) German Notarization with Apostille: If the signatory executes the authentication document in Germany, the document must be notarized before a German notary public (Notar) and must bear an apostille issued by the competent German authority pursuant to the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents. We should coordinate with our German counsel, Bähr Stein Rechtsanwälte (contact: Dr. Christoph Maurelban), to arrange the German notarization and apostille if this approach is selected. Please note that the apostille process in Germany typically takes three to five business days after notarization, so we should build this lead time into the schedule.
Calderwood & Harkness LLP will serve as the authorized filer and filing agent on behalf of Halcyon for purposes of EDGAR filings. The firm already has its own EDGAR access codes on file with the SEC, which are maintained by the firm's EDGAR filing operations group. Audrey Zhou and Claire Dempsey should confirm with the firm's filing operations group that C&H's own EDGAR credentials remain current and active.
Processing Time: The SEC typically processes Form ID applications within two (2) business days of submission. However, we should allow additional time for potential complications (e.g., questions from the SEC regarding the foreign filer designation or EIN entry). We recommend that the Form ID for Halcyon be filed no later than March 15, 2026, to provide adequate lead time before the April 14, 2026 confidential submission target. This allows approximately four weeks of buffer in the event of any processing delays or the need to resubmit the Form ID.
Legal Entity Identifier (LEI): Halcyon's LEI is 5299007KBTVZ3XQHGL48. The LEI is required for certain EDGAR cover page fields and will also be required for the Inline XBRL cover page interactive data tagging discussed in Section VI below. Claire Dempsey should confirm with Halcyon that the LEI remains current and has not lapsed (LEIs require annual renewal through the issuing Local Operating Unit).
B. EDGAR Access Codes — Security and Management
Upon the SEC's acceptance of the Form ID, Halcyon will receive the four access codes described above (CIK, CCC, password, and PMAC). The management and security of these codes is of paramount importance, as unauthorized access to EDGAR filing credentials could result in fraudulent filings or other serious consequences.
The following protocols should be observed for the management of Halcyon's EDGAR access codes:
1. Distribution of Access Codes: The C&H filing team members who will need access to the CIK and CCC for purposes of test filings and live filings are Audrey Zhou and Claire Dempsey. The filing agent (see Section III below) will also need the CIK and CCC for submission purposes. Access codes should be provided to the filing agent only after the filing agent engagement letter has been executed and appropriate confidentiality obligations are in place.
2. Primary EDGAR Contact: We recommend that Halcyon formally designate Audrey Zhou (Calderwood & Harkness LLP) as the primary EDGAR contact at C&H for purposes of this matter. Angela Moretti (Crestfield Transfer Services Inc.) should be designated as the secondary contact for ADS-related filings, including any post-effectiveness ADS-related filings that may be required by the Depositary.
3. Password Management: The EDGAR password should be changed from the SEC-assigned default immediately upon receipt. A strong password conforming to the SEC's EDGAR password requirements (minimum eight characters, including upper- and lower-case letters, numbers, and at least one special character) should be selected. The new password should be communicated to authorized users only through secure channels (see Section XII below).
4. PMAC Security: The PMAC is the most sensitive of the four access codes, as it can be used to reset the EDGAR password and thereby gain complete control of the filer's EDGAR account. The PMAC should be held by Vivienne St. Claire (on the C&H side) and Wilhelm Ostermann (on the client side) only. The PMAC should not be shared with the filing agent or any other party unless absolutely necessary and approved by Vivienne St. Claire.
5. Record Keeping: A secure record of all EDGAR access codes should be maintained in the matter's confidential file on C&H's secure document management system, accessible only to Vivienne St. Claire, Claire Dempsey, and Audrey Zhou.
C. Form ID for Meridian Trust Company, N.A.
In addition to Halcyon's EDGAR registration, we must confirm whether Meridian Trust Company, N.A. (101 Barclay Street, New York, NY 10286), the Depositary for the ADR program, already has its own CIK number with the SEC. Meridian Trust is a major depositary bank and is likely to have an existing CIK number from prior depositary receipt program filings. However, this must be confirmed.
Audrey Zhou should contact Patricia Novak (Vice President, Depositary Receipts, Meridian Trust Company, N.A.) to confirm the following:
(i) Whether Meridian Trust has an existing CIK number and active EDGAR access codes;
(ii) If Meridian Trust does not have a CIK, the timeline for Meridian Trust to file its own Form ID and obtain EDGAR access codes (this is unlikely given Meridian Trust's status as a major depositary, but must be confirmed);
(iii) Whether Meridian Trust has its own filing agent and established EDGAR filing procedures for Form F-6 filings, or whether Meridian Trust expects C&H's filing agent to handle the Form F-6 filing;
(iv) The identity of the authorized officer at Meridian Trust who will sign the Form F-6 registration statement on behalf of the Depositary.
For purposes of the Form F-6 filing, Meridian Trust Company, N.A. is technically the "registrant" — that is, the Depositary is the entity filing the registration statement to register the ADSs evidenced by ADRs — while Halcyon is the issuer of the deposited securities (the ordinary shares). This distinction has implications for the EDGAR filing conventions, including which entity's CIK number is used for the filing header and how the filing appears on EDGAR. Audrey Zhou should confirm the applicable filing conventions with the SEC's EDGAR Filer Technical Support at (202) 551-8900 to ensure that the Form F-6 is properly associated with both the Depositary's CIK and Halcyon's CIK on the EDGAR system.
III. Filing Agent Selection and Coordination
A. Filing Agent Engagement
Calderwood & Harkness typically engages a third-party EDGAR filing agent for the formatting, conversion, and electronic submission of SEC filings. The use of a professional filing agent is strongly recommended for a transaction of this complexity, given the technical requirements of EDGAR formatting, XBRL/iXBRL tagging, exhibit conversion, and the time-sensitive nature of the filing process.
For this matter, we recommend engaging the firm's customary filing agent. The specific filing agent to be engaged is to be confirmed; the engagement letter for filing agent services will be executed separately. Claire Dempsey should circulate the filing agent engagement letter for review by Vivienne St. Claire and obtain execution by the appropriate C&H administrative partner.
The filing agent's responsibilities for this matter will include the following:
(i) Document Conversion: Convert Ashbury Holdings Word documents to HTML format compliant with EDGAR technical specifications (see Section XI below for detailed formatting requirements);
(ii) EDGAR Header Tags: Apply all required EDGAR header tags, including filer identification, form type, filing date, and other metadata fields;
(iii) Exhibit Conversion and Tagging: Convert all exhibits from Word format to HTML format, assign appropriate EDGAR exhibit type codes, and ensure proper hyperlinking within the exhibit index;
(iv) XBRL/iXBRL Tagging: Perform all required XBRL and Inline XBRL tagging of financial statements, cover page interactive data, risk factor headings, and other tagged elements (see Section VI for detailed requirements);
(v) Test Filings: Conduct test filings using EDGAR's "test" submission type to verify formatting, hyperlinks, exhibit tagging, XBRL rendering, and overall submission integrity prior to each live filing;
(vi) Live Filing Submissions: Submit live filings on EDGAR upon authorization from the C&H engagement team, ensuring that all filings are submitted within the required timeframes;
(vii) Post-Effective Amendments: File any required post-effective amendments to the Form F-1 and Form F-6 registration statements; and
(viii) Rule 424(b) Prospectus Filing: File the final prospectus under Rule 424(b) following pricing.
Estimated Filing Agent Fees: Based on our experience with comparable cross-border IPO filings, we estimate that filing agent fees for the full suite of Form F-1 and Form F-6 filings (including initial filings, amendments, exhibits, XBRL/iXBRL tagging, and test filings) will be in the range of $25,000 to $40,000. These fees will be charged to the client as a disbursement and included in the offering expenses disclosed in the prospectus. The filing agent's fee estimate should be confirmed in the engagement letter before execution.
B. Filing Agent Coordination Protocol
To ensure efficient and error-free filings, the following coordination protocol should be observed for all communications and document deliveries between the C&H engagement team and the filing agent:
1. Primary Contact: Claire Dempsey will serve as the primary point of contact with the filing agent on all drafting deliveries, document revisions, and filing instructions. All document transmissions from C&H to the filing agent should be coordinated through Claire Dempsey unless she is unavailable, in which case Audrey Zhou will serve as the alternate contact.
2. Secondary Contact / XBRL Specialist: Audrey Zhou will serve as the secondary contact with the filing agent and will specifically handle all matters related to XBRL/iXBRL review and exhibit scheduling. Given the complexity of the IFRS-based XBRL tagging requirements for Halcyon's financial statements, Audrey Zhou should be involved in all communications with the filing agent regarding taxonomy selection, custom extensions, and validation testing.
3. Document Format: All documents to be delivered to the filing agent for conversion and filing must be provided in Ashbury Holdings Word format (.docx), using the standard C&H formatting conventions (Times New Roman 12-point font, single-spaced, standard margins). Documents should be delivered as clean, final versions. Where the filing agent requires a redline comparison against a prior filing (e.g., for amendments), the C&H team should provide both a clean final Word version and a redline marked against the most recently filed version.
4. Lead Time — Standard Filings: The filing agent must receive final clean Word versions of all documents, plus any marked-against-prior-filing redlines, at least 48 hours before any targeted filing date. This allows the filing agent sufficient time to convert the documents to EDGAR-compliant HTML format, apply XBRL tagging, perform internal quality checks, and conduct a test filing before the live submission.
5. Lead Time — Confidential Submission: For the initial confidential submission of the draft registration statement (target date: April 14, 2026), the filing agent must receive final documents by no later than April 10, 2026 (four calendar days before the target filing date). The additional lead time is warranted because this will be the first filing for a new filer (Halcyon) and there may be issues with the initial EDGAR account setup, test filing validation, or other first-time-filing complications.
6. Test Filings: Test filings using EDGAR's "test" submission type (which does not result in an actual SEC filing) should be performed at least 24 hours before any live filing to verify formatting, hyperlinks, exhibit tagging, and XBRL rendering. The C&H team (Claire Dempsey and Audrey Zhou) should review the test filing output and confirm to the filing agent that the filing is approved for live submission. Any formatting errors, broken hyperlinks, or XBRL validation issues identified in the test filing must be resolved before the live filing proceeds.
7. Authorization for Live Filing: No live filing may be submitted on EDGAR without express authorization from Vivienne St. Claire or, in her absence, Robert Adeyemi. The filing agent must be informed that authorization will be communicated in writing (by email from Vivienne St. Claire or Claire Dempsey) and that the filing agent should not submit any live filing based solely on verbal authorization.
C. Timing Protocol
The following timing protocol should be observed in connection with each filing event throughout the transaction:
1. Pre-Filing Standby: The filing agent should be placed on standby 72 hours before each targeted filing event. "Standby" means that the filing agent should have designated personnel available during extended business hours (8:00 a.m. to 10:00 p.m. Eastern Time) to process and submit filings on an expedited basis if necessary.
2. Amendment Cycle: After the SEC's initial comment letter is received (estimated May 12, 2026), we expect to enter an amendment cycle during which amendments to the registration statement must be prepared and filed on a compressed timeline. Amendment No. 1 to the Form F-1 (target: May 26, 2026) will be filed in response to the SEC's comments, together with a CORRESP response letter. Subsequent amendments, if any, may need to be filed on a same-day or next-day basis depending on the pace of the SEC's review and market timing considerations. The filing agent must be prepared for same-day or next-day turnaround during the amendment cycle (approximately May 12, 2026 through June 22, 2026).
3. Acceleration Request: The acceleration request letter, addressed to the SEC's Division of Corporation Finance and requesting that the registration statement be declared effective on a specified date, must be filed as correspondence on EDGAR (submission type "CORRESP"). The target filing date for the acceleration request is approximately June 19, 2026, requesting effectiveness on June 22, 2026. The filing agent should handle the EDGAR submission of the acceleration request letter upon authorization from Vivienne St. Claire.
4. Pricing and Final Prospectus: Following effectiveness, the offering will proceed to roadshow and pricing. The Rule 424(b) final prospectus must be filed within two business days of pricing (target pricing: July 1, 2026; target 424(b) filing: July 3, 2026). The filing agent should remain on standby through the pricing date and 424(b) filing deadline.
IV. Form F-1 Filing Procedures
A. Confidential Submission — Draft Registration Statement
Halcyon intends to avail itself of the confidential submission process for its initial draft Registration Statement on Form F-1. Section 6(e) of the Securities Act, as amended by the Jumpstart Our Business Startups Act (the "JOBS Act"), permits "emerging growth companies" and foreign private issuers to confidentially submit draft registration statements to the SEC for nonpublic review prior to the public filing of the registration statement. While Halcyon may not qualify as an "emerging growth company" given its revenue levels, the SEC's Division of Corporation Finance has extended the confidential review process to all companies, including large foreign private issuers, pursuant to guidance issued in 2017 and subsequently reaffirmed. The C&H team should confirm Halcyon's eligibility for confidential submission under the applicable Division of Corporation Finance guidance and, if any question arises, consult with Vivienne St. Claire.
The following EDGAR procedures apply to the confidential submission:
1. EDGAR Submission Type: The initial confidential submission of the draft registration statement must use the EDGAR submission type "DRS" (Draft Registration Statement). Subsequent amendments to the draft registration statement, submitted while the filing remains in confidential review, must use submission type "DRS/A" (Draft Registration Statement Amendment).
2. Nonpublic Treatment: The DRS filing will not be publicly available on EDGAR at the time of submission. The draft registration statement and any DRS/A amendments will remain nonpublic until at least 15 days before the date on which the issuer conducts a roadshow (as defined in Rule 433(h)(4) under the Securities Act). Based on the current timeline, if the roadshow is expected to launch on or about June 23, 2026, the registration statement (including all previously submitted confidential drafts) must be publicly filed by approximately June 8, 2026. This date coincides with our targeted public filing date.
3. Content of Confidential Submission: The DRS submission must include all portions of the registration statement, including the full prospectus text, Part II information, exhibits, and financial statements. The financial statements included in the confidential submission must be the audited consolidated financial statements of Halcyon for the three most recently completed fiscal years (FY2023, FY2024, and FY2025), prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), and audited by Blackmere & Whitfield LLP / GmbH Wirtschaftsprüfungsgesellschaft. However, price-related information — including the offering price, underwriting discounts, and proceeds calculations — may be left blank or indicated in brackets (e.g., "$[●] per ADS") in the confidential submission, as the pricing terms will not be determined until closer to effectiveness.
4. Cover Letter: A cover letter requesting confidential treatment should accompany the DRS submission. The cover letter is typically addressed to the Staff of the Division of Corporation Finance and identifies the submission as a confidential draft registration statement submitted pursuant to the applicable SEC guidance. A separate draft of the confidential submission cover letter is being prepared and will be circulated to the engagement team for review.
5. XBRL Requirements for DRS: The SEC's EDGAR system does require certain Inline XBRL tagging even for confidential submissions. The filing agent should confirm the current requirements for XBRL tagging of DRS submissions, as these requirements have evolved over time. At a minimum, cover page interactive data in Inline XBRL format should be included.
B. Public Filing
The public filing of the Registration Statement on Form F-1 is targeted for June 8, 2026. Upon public filing, the registration statement will become publicly available on EDGAR and accessible through the SEC's EDGAR full-text search system.
The following procedures apply to the public filing:
1. EDGAR Submission Type: The initial public filing of the Registration Statement on Form F-1 must use the EDGAR submission type "F-1". Subsequent amendments to the publicly filed registration statement must use submission type "F-1/A".
2. Public Availability of Prior DRS Filings: Upon the public filing of the Form F-1, all previously submitted confidential draft registration statements (DRS and DRS/A submissions) will also become publicly available on EDGAR. The engagement team should be aware that the SEC Staff's comments on the confidential submissions and our responses will likewise become publicly available (see Section IX below regarding CORRESP filings). The C&H team should review all prior DRS and DRS/A submissions and CORRESP letters before the public filing to ensure that no inadvertently sensitive information is included.
3. Price Range: The public filing must include all previously omitted price-range information. Based on current discussions with the underwriters, the proposed ADS price range of $39.00 to $45.00 per ADS is expected to be included on the cover page of the prospectus in the initial public filing. This price range is subject to change based on market conditions and feedback from the underwriting syndicate, but any changes must be reflected in the filed document. The midpoint of the range ($42.00 per ADS) will be used for purposes of calculating certain financial metrics in the prospectus (e.g., dilution, pro forma capitalization).
4. Filing Fee Payment: The filing fee for the Form F-1 must be paid at the time of the public filing (or, if fees were paid in connection with the DRS submission, credited against the public filing fee obligation). See Section VIII below for detailed filing fee calculation procedures.
5. Concurrent Form F-6 Filing: The Form F-6 registration statement should be filed concurrently with, or as soon as practicable after, the public filing of the Form F-1. See Section V below for Form F-6 procedures.
C. Post-Effective Filings
Following the effectiveness of the Registration Statement on Form F-1, certain post-effective filings may be required:
1. Post-Effective Amendments: If material changes to the registration statement are required after effectiveness (other than changes that can be reflected in a prospectus supplement), a post-effective amendment must be filed. The EDGAR submission type for a post-effective amendment is "F-1/A" or "POS AM" (Post-Effective Amendment), depending on the nature of the amendment. In general, "POS AM" is used for routine post-effective amendments (e.g., to update financial statements or incorporate by reference a subsequently filed annual report), while "F-1/A" may be used for more substantive amendments. The appropriate submission type should be confirmed with the filing agent and the SEC's EDGAR Filer Manual at the time of filing.
2. Rule 424(b) Prospectus Supplement Filing: Following pricing of the Offering, the Company is required to file the final prospectus (containing the final pricing terms, including the final ADS price, the final number of ADSs sold, the underwriting discount per ADS, and the net proceeds to the Company and selling shareholders) within two business days after the date of pricing pursuant to Rule 424(b) under the Securities Act. Based on the current timeline, if pricing occurs on July 1, 2026, the Rule 424(b) filing must be made by July 3, 2026. The EDGAR submission type for the Rule 424(b) filing will be one of the following: "424B1," "424B3," or "424B4," depending on the specific subsection of Rule 424(b) applicable to the filing. The determination of the appropriate subsection depends on the nature of the prospectus being filed and the specific offering mechanics. Claire Dempsey should confirm the appropriate Rule 424(b) subsection with Vivienne St. Claire based on the final offering structure.
D. Form F-1 Document Structure on EDGAR
The Registration Statement on Form F-1, as filed on EDGAR, will be organized into the following components:
Part I — Prospectus
The full prospectus text must be formatted in HTML and filed as the primary document in the EDGAR submission. The prospectus is the document that will be delivered to investors and constitutes the principal offering document. The prospectus must include all required narrative sections, which, for Halcyon's Form F-1, are expected to include the following:
• Cover Page (including ADS price range, number of ADSs offered, exchange listing information, and risk legend)
• Prospectus Summary (including summary of the Company's business, the Offering, risk factor summary, and summary financial data)
• Risk Factors
• Special Note Regarding Forward-Looking Statements
• Use of Proceeds
• Dividend Policy
• Capitalization
• Dilution
• Exchange Rate Information
• Selected Consolidated Financial Data
• Management's Discussion and Analysis of Financial Condition and Results of Operations
• Business
• Management (Vorstand and Aufsichtsrat)
• Principal Shareholders
• Related-Party Transactions
• Description of Share Capital and Articles of Association
• Description of American Depositary Shares
• Taxation (U.S. Federal Income Tax Considerations; German Tax Considerations)
• Underwriting
• Shares Eligible for Future Sale
• Legal Matters
• Experts
• Enforcement of Civil Liabilities
• Expenses of the Offering
• Where You Can Find More Information
• Index to Consolidated Financial Statements
• Consolidated Financial Statements (F-pages)
Part II — Information Not Required in Prospectus
Part II of the registration statement contains information required by Form F-1 that is not included in the prospectus delivered to investors. The Part II information is filed with the SEC and publicly available on EDGAR, but is not part of the offering document. Part II includes the following items:
• Item 6: Indemnification of Directors and Officers
• Item 7: Recent Sales of Unregistered Securities
• Item 8: Exhibits and Financial Statement Schedules (including the exhibit index — see Section VII)
• Item 9: Undertakings (including the standard undertakings required by Item 512 of Regulation S-K, as applicable to Form F-1 filings)
Signatures. The Registration Statement on Form F-1 must be signed by the following persons:
(a) Authorized Representative in the United States: Because Halcyon is a foreign private issuer organized outside the United States, the registration statement must be signed by Halcyon's duly authorized representative in the United States pursuant to Section 6(a) of the Securities Act. The designated authorized representative is Halcyon Semiconductor USA Inc., located at 2500 Augustine Drive, Suite 100, Santa Clara, CA 95054.
(b) Principal Executive Officer: Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender)
(c) Principal Financial Officer: Katarina Dalmqvist, Chief Financial Officer (Finanzvorstand)
(d) Principal Accounting Officer: The principal accounting officer should be identified (if different from the CFO; if Katarina Dalmqvist serves in both capacities, a single signature suffices for both).
(e) Majority of the Board of Directors: A majority of the members of Halcyon's board of directors (or the equivalent governing body) must sign the registration statement. For a German Aktiengesellschaft with a two-tier board structure, this includes signatures from a majority of the Vorstand (Management Board) and, depending on the applicable interpretation of "board of directors" for purposes of Section 6(a), potentially the Aufsichtsrat (Supervisory Board) as well. The SEC Staff has historically taken the position that for dual-board structures, the Vorstand members are the relevant "directors" for Section 6(a) purposes, but this should be confirmed with Vivienne St. Claire based on current SEC guidance.
Powers of Attorney
Given the practical difficulties of obtaining wet-ink signatures from multiple directors who may be located in Germany, Austria, or other jurisdictions, signatures on the registration statement will be effected through powers of attorney ("POAs"). Each director and officer who is a signatory must execute a power of attorney authorizing one or more persons (typically C&H attorneys or Halcyon's General Counsel) to sign the registration statement and any amendments thereto on the signatory's behalf. The POAs must be filed as an exhibit to the registration statement (Exhibit 24.1). Audrey Zhou should coordinate the execution of POAs with Wilhelm Ostermann (Halcyon's General Counsel) and Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban) to ensure that all POAs are duly executed under German law and are in a form acceptable for SEC filing purposes.
V. Form F-6 Filing Procedures
A. Filing Responsibility
The Registration Statement on Form F-6 is filed by the Depositary — in this case, Meridian Trust Company, N.A. — to register the ADSs evidenced by American Depositary Receipts under the Securities Act. Form F-6 is the registration form used when a depositary bank issues ADRs representing deposited securities of a foreign private issuer.
Although the Depositary is the registrant for purposes of the Form F-6, Calderwood & Harkness will prepare the Form F-6 registration statement on behalf of Halcyon and will coordinate with Meridian Trust and Crestfield Transfer Services Inc. for execution and filing. The key contacts for this coordination are:
• Patricia Novak, Vice President, Depositary Receipts, Meridian Trust Company, N.A.
• Angela Moretti, Crestfield Transfer Services Inc. (the ADR transfer agent and registrar)
Meridian Trust may have its own established EDGAR filing procedures and its own filing agent for Form F-6 filings. Audrey Zhou should coordinate with Patricia Novak to determine whether C&H's filing agent or Meridian Trust's own filing agent will handle the Form F-6 EDGAR submission. If Meridian Trust prefers to use its own filing agent, C&H will provide the final Word documents to Meridian Trust's agent for conversion and filing, and we will review the EDGAR test filing before authorizing the live submission.
B. Filing Sequence and Timing
The Form F-6 should be filed concurrently with or shortly after the public filing of the Form F-1 (target: June 8, 2026, or as soon as practicable thereafter). The precise timing depends on the readiness of the Deposit Agreement and related exhibits, as well as Meridian Trust's internal review and approval process.
The Form F-6 registration statement must be declared effective by the SEC before ADSs can be issued pursuant to the Deposit Agreement. In practice, the SEC typically reviews and declares effective Form F-6 registration statements on an expedited basis, particularly where the underlying Form F-1 is already in an advanced stage of review. However, the C&H team should not assume automatic effectiveness and should monitor the status of the Form F-6 review closely.
The relevant EDGAR submission types for Form F-6 filings are:
• "F-6" — Initial filing of the Form F-6 registration statement
• "F-6/A" — Amendments to the Form F-6 registration statement (pre-effectiveness)
• "F-6 POS" — Post-effective amendments to the Form F-6 registration statement
C. Form F-6 Document Structure
The Form F-6 is a relatively short registration statement compared to the Form F-1. The required contents are organized as follows:
Part I.
• Item 1 — Description of American Depositary Receipts: This section contains (or cross-references) a description of the ADRs, the terms and conditions of the Deposit Agreement, and the rights and obligations of ADS holders. In practice, this item typically cross-references the Deposit Agreement filed as an exhibit and incorporates by reference the description of ADSs contained in the Form F-1 prospectus.
• Item 2: Not applicable for the initial Form F-6 filing (this item relates to certain additional filings that are not relevant to the initial registration).
• Item 3 — Fees and Charges: This section describes the fees and charges that may be assessed against ADS holders by the Depositary under the Deposit Agreement. Based on our current understanding of the Deposit Agreement terms, the applicable fees include:
• Annual depositary service fee: $0.05 per ADS per annum
• ADS issuance fee (upon deposit of ordinary shares and issuance of ADSs)
• ADS cancellation fee (upon surrender of ADSs and withdrawal of deposited ordinary shares)
• Distribution fees, transfer fees, and other standard charges as set forth in the Deposit Agreement
Part II.
• Item 3 — Documents Incorporated by Reference: Cross-reference to the Registration Statement on Form F-1 filed by Halcyon.
• Item 4 — Description of American Depositary Receipts: If the description of ADRs is not fully set forth in Part I, it may be included here. Typically, this item cross-references the Deposit Agreement and the Form F-1 prospectus.
• Items 5 through 7: Standard items covering indemnification, financial statements (not typically required for Form F-6), and exhibits.