MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
To: Dr. Friedrich Wendt, Chief Executive Officer Katarina Dalmqvist, Chief Financial Officer Wilhelm Ostermann, General Counsel — Halcyon Semiconductor Aktiengesellschaft
From: Vivienne St. Claire, Partner Claire Dempsey, Associate — Calderwood & Harkness LLP
Date: January 30, 2026
Re: Exchange Act Reporting Obligations of Halcyon Semiconductor AG as a Foreign Private Issuer Following US Listing of ADSs on the Nasdaq Global Select Market
Matter No.: 1032-00003
Right-click to update Table of Contents
I. Executive Summary
The purpose of this memorandum is to outline the ongoing reporting, disclosure, and compliance obligations that Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company") will assume under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), upon the effectiveness of its Registration Statement on Form F-1 (the "Registration Statement") and the listing of its American Depositary Shares ("ADSs") on the Nasdaq Global Select Market (the "Nasdaq") under the ticker symbol "HCYN." This memorandum follows the organizational meeting held on January 22, 2026, at which the working group discussed the anticipated IPO timeline and post-listing compliance framework.
By way of background, Halcyon is a German Aktiengesellschaft incorporated and existing under the laws of the Federal Republic of Germany, with its registered seat in Munich, Bavaria (Commercial Register HRB 217458, Amtsgericht München). The Company is currently listed on the Frankfurt Stock Exchange under the Prime Standard segment (FRA: HCY) and is a leading developer and manufacturer of silicon carbide (SiC) and gallium nitride (GaN) power semiconductor devices for automotive, industrial, and renewable energy applications. The US listing represents a significant step in the Company's global capital markets strategy, providing access to a broader base of institutional and retail investors in the United States.
Following the effectiveness of the Registration Statement and the listing of the ADSs on Nasdaq, Halcyon will become subject to the reporting obligations of the Exchange Act under Sections 13(a) and 15(d). However, the central conclusion of this memorandum is that, as a foreign private issuer ("FPI") under Rule 3b-4 of the Exchange Act, Halcyon will benefit from a significantly reduced reporting framework compared to domestic US issuers. In particular, the Company will file annual reports on Form 20-F rather than Form 10-K, will furnish current reports on Form 6-K rather than filing reports on Form 8-K, will be exempt from the proxy solicitation rules under Section 14 of the Exchange Act, and will not be subject to the insider reporting and short-swing profit disgorgement provisions of Section 16. Notwithstanding these accommodations, the Company must still comply with a defined set of periodic and current reporting obligations, beneficial ownership disclosure requirements, electronic filing mandates, Sarbanes-Oxley Act certification and internal controls requirements, and Inline XBRL tagging obligations.
The ADS structure for the offering is as follows: each ADS represents two (2) ordinary shares (Stammaktien, each with a nominal value of €1.00) of the Company. Meridian Trust Company, N.A. will serve as the depositary bank under the Deposit Agreement, and Crestfield Transfer Services Inc. will serve as the transfer agent and registrar for the ADSs.
Based on the current working group timeline, the target effectiveness date for the Registration Statement is June 22, 2026, with pricing expected on or about July 1, 2026, and closing and settlement anticipated on July 6, 2026. These dates remain subject to SEC review and market conditions.
This memorandum is organized as follows: Section II discusses the foundational framework of Halcyon's FPI status; Section III addresses the registration and reporting trigger mechanisms under Sections 12, 13(a), and 15(d) of the Exchange Act; Sections IV and V detail the Company's obligations with respect to Form 20-F annual reports and Form 6-K current reports, respectively; Section VI covers beneficial ownership reporting considerations; Sections VII and VIII address Sarbanes-Oxley Act compliance and XBRL filing requirements; Sections IX through XI discuss proxy solicitation exemptions, tender offer rules, and ongoing disclosure considerations under Regulations S-K and S-X; Sections XII and XIII cover EDGAR filing mechanics and Nasdaq continuing listing obligations; Section XIV addresses the continuing applicability of anti-fraud provisions; Section XV discusses potential future deregistration; Section XVI provides a summary table of key reporting deadlines; and Sections XVII and XVIII set forth our recommendations and concluding observations.
II. Foreign Private Issuer Status — Foundational Framework
A. Definition and Qualification (Rule 3b-4)
The entire reporting framework applicable to Halcyon following the US listing turns on the Company's qualification as a "foreign private issuer" under the Exchange Act. Rule 3b-4 under the Exchange Act defines a "foreign private issuer" as any foreign government of a foreign country or any issuer incorporated or organized under the laws of a foreign country, except an issuer meeting both of the following conditions: (i) more than 50% of the issuer's outstanding voting securities are directly or indirectly held of record by residents of the United States; and (ii) any of the following: (a) the majority of the executive officers or directors are United States citizens or residents; (b) more than 50% of the assets of the issuer are located in the United States; or (c) the business of the issuer is administered principally in the United States.
In other words, a foreign issuer will fail to qualify as an FPI only if it fails both prongs of this two-part test. Under the first prong (the "US ownership prong"), if 50% or fewer of the issuer's outstanding voting securities are held of record by US residents, the issuer qualifies as an FPI regardless of the second prong. If more than 50% of the outstanding voting securities are held by US residents, the issuer must also satisfy at least one of the three US nexus disqualifiers under the second prong to lose FPI status.
As set forth in a separate Calderwood & Harkness memorandum dated January 15, 2026 (the "FPI Status Memorandum"), we have conducted a detailed Rule 3b-4 analysis confirming that Halcyon qualifies as a foreign private issuer. The analysis accounts for the post-IPO shareholder base, the nationality and residency of the Company's directors (Vorstand and Aufsichtsrat members), the location of the Company's assets, and the principal place of business administration. We incorporate the conclusions of that memorandum by reference and do not repeat the full analysis here.
A critical requirement that Halcyon must bear in mind is the annual reassessment obligation. Under Rule 3b-4(d), a foreign issuer must reassess its FPI status as of the last business day of its second fiscal quarter (i.e., June 30 for Halcyon) each year. This reassessment involves a "look-through" analysis of beneficial ownership, a review of the composition of the board of directors and executive officers, and an evaluation of the location of assets and business administration. If, as of the applicable determination date, Halcyon fails to qualify as an FPI under the two-prong test, it must begin filing reports as a domestic US issuer beginning with the first day of the fiscal year following the determination date.
The significance of FPI status cannot be overstated. FPI status is the gateway to the entirety of the reduced reporting regime discussed in this memorandum, including the use of Form 20-F instead of Form 10-K, Form 6-K instead of Form 8-K, the exemption from the proxy solicitation rules under Section 14, the exemption from Section 16 insider reporting and short-swing profit recovery, the exemption from Regulation FD (Fair Disclosure), the ability to report financial statements under IFRS as issued by the IASB without US GAAP reconciliation, different beneficial ownership reporting thresholds, and exemptions from certain corporate governance requirements under Nasdaq listing rules. Loss of FPI status would result in a materially more burdensome compliance regime, as discussed in Section II.B below.
B. Consequences of Loss of FPI Status
If Halcyon were to cease to qualify as an FPI at any point in the future — whether due to an increase in US-resident beneficial ownership above the 50% threshold combined with the satisfaction of one or more US nexus disqualifiers — the Company would be required to transition to the domestic issuer reporting framework. This transition would occur beginning on the first day of the fiscal year following the determination date (i.e., if the Company fails the FPI test as of June 30 of a given year, it would begin domestic reporting on January 1 of the following year).
The practical impact on Halcyon of a loss of FPI status would be substantial and would include, among other things, the following:
• Quarterly reporting obligations. Halcyon would be required to file quarterly reports on Form 10-Q within 40 days after the end of each of the first three fiscal quarters (for large accelerated filers), in addition to annual reports on Form 10-K (with a 60-day filing deadline for large accelerated filers). This represents a significant increase in reporting frequency and the associated preparation burden.
• Proxy solicitation rules. The Company would become subject to the full proxy solicitation regime under Section 14 of the Exchange Act, including the requirement to file preliminary and definitive proxy statements on Schedule 14A with the SEC in connection with the annual Hauptversammlung and any extraordinary general meetings.
• Section 16 reporting and short-swing profit recovery. Directors, certain officers, and beneficial owners of more than 10% of a class of equity securities registered under Section 12 would be required to file initial statements of beneficial ownership on Form 3, reports of changes in ownership on Form 4 (within two business days), and annual statements of changes on Form 5. In addition, Section 16(b) short-swing profit disgorgement would apply, exposing insiders to potential liability for profits realized on purchases and sales (or sales and purchases) of the Company's equity securities within any six-month period.
• Loss of IFRS-only financial statement option. As a domestic issuer, Halcyon would be required to present financial statements in accordance with US GAAP or, at a minimum, provide a full reconciliation from IFRS to US GAAP under Item 17 or Item 18 of the applicable form. Given the Company's current reporting under IFRS as issued by the IASB, this would entail significant additional cost and complexity.
• Form 8-K current reporting. The Company would be required to file current reports on Form 8-K within four business days of certain specified triggering events, which is a more prescriptive and time-sensitive obligation than the Form 6-K regime applicable to FPIs.
• Regulation FD applicability. The Company would become subject to Regulation FD's prohibition on selective disclosure of material nonpublic information to certain market participants without simultaneous or prompt public disclosure.
Given these significant consequences, we strongly recommend that Calderwood & Harkness conduct an annual FPI reassessment in coordination with Halcyon's General Counsel, Wilhelm Ostermann, and the Company's German legal counsel at Bähr Stein Rechtsanwälte. This reassessment should be conducted no later than mid-June of each year to ensure sufficient time for the analysis to be completed by the last business day of Q2. We discuss this further in Section XVII below.
III. Registration and Reporting Trigger — Sections 13(a) and 15(d)
A. Section 12 Registration
Upon the effectiveness of the Registration Statement on Form F-1 and the listing of the ADSs on the Nasdaq Global Select Market, Halcyon's ADSs (and the underlying ordinary shares represented thereby) will be registered under Section 12(b) of the Exchange Act. Section 12(b) requires any issuer desiring to register a security on a national securities exchange to file a registration application with the exchange and a registration statement with the SEC. In Halcyon's case, the Section 12(b) registration will be accomplished through the Form F-1 registration process in conjunction with the Nasdaq listing application.
Registration under Section 12(b) triggers ongoing reporting obligations under Section 13(a) of the Exchange Act, which requires every issuer of a security registered pursuant to Section 12 to file such annual and other reports as the SEC may prescribe by rule. For FPIs, the SEC has prescribed annual reporting on Form 20-F and current reporting on Form 6-K as the primary periodic and current report forms, respectively.
It is important to distinguish Section 12(b) registration (which applies to securities listed on a national securities exchange) from Section 12(g) registration (which applies based on asset and shareholder thresholds). While the two registration provisions serve a similar gating function for Exchange Act reporting, they are triggered by different mechanisms. Halcyon's primary registration basis will be Section 12(b) by virtue of the Nasdaq listing. With respect to Section 12(g), the Company's depositary, Meridian Trust Company, N.A., will hold the underlying ordinary shares, and Halcyon will be entitled to rely on the exemption from Section 12(g) registration under Exchange Act Rule 12g3-2(b) to the extent applicable to the ordinary shares not represented by ADSs. However, Section 12(b) registration will be the primary and controlling basis for Halcyon's Exchange Act reporting obligations.
B. Section 15(d) Reporting
In addition to Section 13(a), Section 15(d) of the Exchange Act independently imposes reporting obligations on any issuer that has filed a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), which has become effective. Because Halcyon's Form F-1 is a Securities Act registration statement, the Company will also be subject to Section 15(d) reporting upon effectiveness.
The practical effect for Halcyon is that its Exchange Act reporting obligations will be supported by a dual trigger: Section 13(a) (arising from the Section 12(b) registration in connection with the Nasdaq listing) and Section 15(d) (arising from the effectiveness of the Form F-1 registration statement under the Securities Act). In most respects, the reporting obligations under Section 13(a) and Section 15(d) are coextensive, and the Company will satisfy both through the filing of Form 20-F and the furnishing of Form 6-K reports.
One notable distinction between the two provisions relates to the suspension mechanism available under Section 15(d). Under Section 15(d), the reporting obligation is automatically suspended as to any fiscal year (other than the fiscal year in which the registration statement became effective) if, at the beginning of such fiscal year, the issuer has fewer than 300 holders of record of the class of securities to which the registration statement relates. However, this suspension mechanism does not affect the reporting obligation under Section 13(a), which continues independently so long as the securities remain registered under Section 12 (i.e., so long as the ADSs remain listed on Nasdaq).
The conclusion is straightforward: so long as the ADSs remain listed on the Nasdaq Global Select Market, Halcyon cannot suspend its Exchange Act reporting obligations regardless of the number of holders of record. The Section 15(d) suspension mechanism is, as a practical matter, irrelevant for listed companies.
IV. Form 20-F — Annual Report
A. Overview and Filing Deadline
Form 20-F is the annual report form prescribed by the SEC for foreign private issuers under the Exchange Act. It serves as the functional equivalent of Form 10-K for domestic US issuers, although the disclosure requirements of Form 20-F are in many respects specifically tailored to the circumstances of non-US companies and permit greater flexibility in certain areas.
The filing deadline for Form 20-F is within four (4) months after the end of the issuer's fiscal year. Halcyon's fiscal year ends on December 31; accordingly, the Company's Form 20-F will be due on or before April 30 of each year. This four-month deadline compares favorably to the 60-day deadline applicable to large accelerated filer domestic issuers filing on Form 10-K, and provides Halcyon with substantially more time to prepare and finalize its annual disclosure.
The Company's first Form 20-F will cover the fiscal year ending December 31, 2026, and will be due on or before April 30, 2027. It is important to note that because the target effectiveness date of the Registration Statement is June 22, 2026, the first Form 20-F will cover the full fiscal year 2026 (January 1 through December 31, 2026), not merely the post-listing period. This is because the reporting obligation under Section 13(a) requires the filing of an annual report covering the issuer's fiscal year, and there is no mechanism for a partial-year annual report in the first year of reporting.
We note that the Registration Statement on Form F-1 will itself contain audited financial statements for the three most recently completed fiscal years (FY2023, FY2024, and FY2025), as well as interim financial information for any applicable stub period, which will substantially overlap with the first Form 20-F disclosure. Nevertheless, the Form 20-F will need to be a stand-alone document updated to reflect the full fiscal year 2026 results and any developments occurring after the date of the prospectus.
B. Content Requirements
Form 20-F is organized into three principal parts, each containing multiple items of disclosure. The following is a detailed overview of the content requirements that will apply to Halcyon's annual report filings.
Part I
Item 1: Identity of Directors, Senior Management, and Advisers. This item is required only in registration statements filed on Form 20-F and is not required in annual report filings. Accordingly, Halcyon will not need to include Item 1 disclosure in its annual reports.
Item 2: Offer Statistics and Expected Timetable. Similarly, this item is applicable only to registration statement filings and is not required in annual report filings.
Item 3: Key Information. This item requires disclosure of selected financial data (typically a five-year summary of key financial and operating metrics), capitalization and indebtedness, reasons for the offer and use of proceeds (applicable primarily to registration statements), and risk factors. The risk factors section will be a critical component of Halcyon's annual report and should be reviewed and updated each year to reflect the Company's evolving risk profile, including risks related to the semiconductor industry, the automotive end-market, geopolitical and supply chain considerations, technology development risks, and regulatory and compliance risks in the jurisdictions in which the Company operates.
Item 4: Information on the Company. Item 4 requires comprehensive disclosure regarding the Company's history, business overview, organizational structure, and property, plant and equipment. For Halcyon, this will include a detailed description of the Company's core business in the development, manufacture, and sale of SiC and GaN power semiconductor devices for automotive, industrial, and renewable energy applications. The organizational structure disclosure must include a listing of all material subsidiaries, which for Halcyon includes the following:
• Halcyon Semiconductor USA Inc., a Delaware corporation (Santa Clara, California) — US sales and application engineering operations
• Halcyon Power Solutions GmbH, a German Gesellschaft mit beschränkter Haftung (Dresden, Saxony) — Fab 2 manufacturing operations and Fab 3 (under construction)
• Halcyon Asia Pacific Pte. Ltd., a Singapore private limited company — Asia-Pacific sales and distribution hub
• Halcyon Shanghai Semiconductor Co., Ltd. (Shanghai, China) — China sales, customer support, and design center
• Halcyon Automotive Components s.r.o. (Brno, Czech Republic) — module assembly and packaging operations
The property, plant and equipment section will require disclosure of Halcyon's manufacturing facilities, including the Company's primary fabrication facilities: Fab 2 (operational, Dresden) and Fab 3 (currently under construction in Dresden, with commissioning expected in Q3 2027).
Item 5: Operating and Financial Review and Prospects. This is the management's discussion and analysis ("MD&A") section and will require a comprehensive narrative discussion of the Company's results of operations, liquidity and capital resources, research and development expenditures, trend information, and off-balance sheet arrangements. Halcyon's MD&A will be a key disclosure area, given the capital-intensive nature of the semiconductor business and the significant investments associated with Fab 3 construction and capacity expansion.
Item 6: Directors, Senior Management, and Employees. This item requires disclosure regarding the Company's directors, senior management, and employees, including compensation, board practices, and employee benefit arrangements. For Halcyon, this will include disclosure regarding the members of the Vorstand (Management Board):
• Dr. Friedrich Wendt — Chief Executive Officer (Vorstandsvorsitzender)
• Katarina Dalmqvist — Chief Financial Officer
• Dr. Marcus Helder — Chief Technology Officer
• Ingrid Baumann — Chief Operating Officer
• Wilhelm Ostermann — General Counsel and Chief Compliance Officer
The disclosure will also cover the Aufsichtsrat (Supervisory Board), chaired by Prof. Dr. Anneliese Voss, including information regarding the composition, independence, and committee structure of the Supervisory Board. Item 6 also requires disclosure of the Company's employee stock ownership trust, which as of the date of this memorandum holds approximately 6,665,000 ordinary shares, representing approximately 3.1% of the pre-IPO share capital (and approximately 2.7% on a post-dilution basis).
Item 7: Major Shareholders and Related Party Transactions. This item requires disclosure of major shareholders and their ownership percentages, as well as any related party transactions. Based on the anticipated post-IPO share capital of 245,000,000 ordinary shares, the following major shareholders will require disclosure:
• Rheintal Industrieholding GmbH: Approximately 16.1% (39,445,000 ordinary shares). Rheintal Industrieholding GmbH is controlled by the Wendt family, and Margarethe Wendt (sister of CEO Dr. Friedrich Wendt) serves as Managing Director. The related party nature of this relationship will require careful disclosure, including any agreements between the Company and Rheintal (such as the shareholder agreement, lock-up provisions, and any commercial arrangements).
• Kestrel Capital Partners AG: Approximately 6.8% (16,555,000 ordinary shares). Kestrel Capital Partners AG is a Glenrock Assurance-based private equity firm managed by Henrik Sørensen, Managing Partner, and has been a shareholder of the Company since 2019.
• Halcyon Employee Stock Ownership Trust: Approximately 2.7% on a post-dilution basis (6,665,000 ordinary shares). Below the 5% disclosure threshold under US securities laws, but may require disclosure under Halcyon's German reporting obligations.
The related party transactions section will require analysis of any transactions between the Company and its major shareholders, directors, officers, and their respective affiliates, including any transactions involving the Wendt family and Rheintal Industrieholding GmbH.
Item 8: Financial Information. Item 8 requires the inclusion of audited financial statements and other financial information. Halcyon's financial statements will be prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Company's independent auditor is Blackmere & Whitfield LLP / GmbH Wirtschaftsprüfungsgesellschaft, a firm registered with the Public Company Accounting Oversight Board ("PCAOB"). The engagement partner for the German audit is Dieter Kaufmann, and the US PCAOB-registered firm contact is Graham Templeton, Partner, Blackmere & Whitfield LLP, New York.
Items 9 through 12: Additional Disclosures. These items require disclosure regarding offer and listing details (including information about the ADSs, the Deposit Agreement, and the markets on which the Company's securities are traded), additional information (including memorandum and articles of association (Satzung) and exchange controls), and quantitative and qualitative disclosures about market risk (including currency risk, interest rate risk, and commodity risk).
Part II
Item 13: Defaults, Dividend Arrearages and Delinquencies. This item requires disclosure of any material default in the payment of principal, interest, or any sinking or purchase fund installment, as well as any material arrearage in the payment of dividends. As of the date of this memorandum, we are not aware of any such defaults or arrearages applicable to Halcyon.
Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds. This item requires disclosure of any material modifications to the instruments defining the rights of holders of the Company's securities, and of the use of proceeds from any registered offerings during the reporting period.
Item 15: Controls and Procedures. Item 15 requires disclosure regarding the effectiveness of the Company's disclosure controls and procedures, as evaluated by the CEO and CFO, as well as the CEO/CFO certifications required under Section 302 of the Sarbanes-Oxley Act ("SOX"). We discuss these certifications in greater detail in Section VII below.
Items 16A through 16K: Various Governance, Audit, and Compliance Disclosures. This series of items covers a range of governance and compliance topics, including:
• Item 16A: Audit Committee Financial Expert — requiring disclosure of whether the audit committee includes at least one member who qualifies as an "audit committee financial expert" as defined by SEC rules.
• Item 16B: Code of Ethics — requiring disclosure of whether the Company has adopted a code of ethics applicable to its principal executive officer, principal financial officer, and principal accounting officer, or has obtained a waiver from any such code.
• Item 16C: Principal Accountant Fees and Services — requiring disclosure of the aggregate fees billed by the Company's principal accountant for each of the last two fiscal years for audit, audit-related, tax, and other services.
• Item 16D: Exemptions from the Listing Standards for Audit Committees — applicable to FPIs relying on exemptions under Rule 10A-3(c).
• Items 16E through 16K: Additional items relating to purchases of equity securities by the issuer and affiliated purchasers, changes in the registrant's certifying accountant, corporate governance (including differences from Nasdaq home country practices), mine safety disclosures, disclosure regarding foreign jurisdictions that prevent inspections, and other specified disclosures.
Item 17 / Item 18: Financial Statements. The Form 20-F provides two alternative bases for financial statement presentation: Item 17 and Item 18. Item 18 is the more comprehensive standard and requires, among other things, more detailed financial statement disclosures and is required for registration statements used in connection with registered offerings. Because Halcyon will have filed its Registration Statement on Form F-1 under the Item 18 financial statement standard, the Company should continue to present its financial statements under Item 18 in its annual reports on Form 20-F. This ensures consistency with the initial registration and avoids potential confusion among investors and analysts.
Part III
Item 19: Exhibits. Form 20-F requires the filing of various exhibits, including material contracts, the Company's articles of incorporation (Satzung), the Deposit Agreement, subsidiaries list, certifications under SOX Sections 302 and 906, and any other exhibits required by the instructions to the form.
C. Financial Statement Requirements
As noted above, Halcyon reports its financial results in accordance with IFRS as issued by the IASB. This is significant because the SEC permits FPIs that prepare their financial statements in accordance with IFRS as issued by the IASB to file such statements without providing a reconciliation to US GAAP. This accommodation, which was adopted by the SEC in December 2007, eliminates what was historically one of the most burdensome aspects of US reporting for foreign issuers and provides a meaningful cost and time savings for companies such as Halcyon that report under IFRS.
The Registration Statement on Form F-1 will include audited financial statements for the three most recently completed fiscal years: FY2023, FY2024, and FY2025. As of the date of this memorandum, the FY2025 financial statements are in the process of being audited by Blackmere & Whitfield, and the audit must be completed and the financial statements finalized before the Registration Statement can be declared effective. Key financial data points for FY2025 (based on preliminary unaudited figures) include:
• Revenue: €3,820 million
• EBITDA: €1,069 million (28.0% margin)
• Net income: €612 million
• Total assets: €7,450 million
• Total debt: €890 million
• Cash and cash equivalents: €740 million
• Net debt: €150 million
• Capital expenditures: €820 million (reflecting ongoing investment in Fab 3 construction)
• Revenue CAGR FY2023–FY2025: approximately 9.0%
A critical requirement is that the audit of Halcyon's financial statements must comply with the auditing standards of the PCAOB. Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Munich), with Dieter Kaufmann as the engagement partner, is the Company's primary auditor and is registered with the PCAOB. The US PCAOB-registered firm liaison is Graham Templeton, Partner, at Blackmere & Whitfield LLP in New York. The PCAOB audit requirement applies to all financial statements included in Exchange Act filings and Securities Act registration statements, and Halcyon should ensure that Blackmere & Whitfield's engagement letter and audit procedures are structured to comply with PCAOB standards on an ongoing basis.
D. XBRL / Inline XBRL Requirements
The SEC requires that financial statements and certain other disclosures included in Form 20-F annual reports and Form 6-K current reports be submitted in Inline XBRL (iXBRL) format. We discuss these requirements in detail in Section VIII below.
V. Form 6-K — Current / Interim Reports
A. Overview. Form 6-K is the current report form prescribed by the SEC for foreign private issuers and serves as the functional equivalent of Form 8-K for domestic US issuers. However, Form 6-K differs from Form 8-K in several important respects. Most notably, Form 6-K does not prescribe specific triggering events in the manner of Form 8-K; rather, it requires the FPI to furnish to the SEC material information that the issuer (i) makes public or is required to make public under the laws of its country of incorporation, (ii) files or is required to file with any stock exchange on which its securities are traded, or (iii) distributes or is required to distribute to its security holders. Reports on Form 6-K are filed pursuant to Rule 13a-16 or Rule 15d-16 under the Exchange Act.
Additionally, unlike Form 8-K, which must generally be filed within four (4) business days of a triggering event, Form 6-K does not have a fixed filing deadline. Rather, the SEC expects FPIs to furnish Form 6-K reports promptly. In practice, this means that Halcyon should furnish a Form 6-K to the SEC on or about the same date that it makes the relevant information public in Germany or distributes it to shareholders.
B. Triggering Events
As noted above, a Form 6-K must be furnished to the SEC when the FPI makes or is required to make public, files or is required to file with any stock exchange, or distributes or is required to distribute to its security holders, any material information. In the context of Halcyon's dual listing on the Frankfurt Stock Exchange and Nasdaq, the primary triggers for Form 6-K will include information that the Company is required to publish under German law and EU regulations, as well as information that the Company voluntarily disseminates to shareholders or the public.
The following categories of information are commonly reported by FPIs on Form 6-K, and Halcyon should expect to furnish Form 6-K reports in connection with each of the following types of events or disclosures:
• Changes in the Company's directors or senior management (Vorstand or Aufsichtsrat members)
• Changes in the Company's fiscal year
• Material acquisitions or dispositions of businesses or assets
• Entry into or termination of material definitive agreements
• Bankruptcy, receivership, or similar proceedings
• Material legal proceedings or settlements
• Changes in the Company's independent auditor
• Changes in control of the Company or material changes in the Company's shareholder base
• Amendments to the Company's articles of association (Satzung)
• Press releases regarding earnings, financial results, or financial guidance
• Dividend declarations or changes in dividend policy
• Material capital markets transactions, including incurrence of material indebtedness or equity issuances
• Frankfurt Stock Exchange ad hoc announcements published pursuant to Article 17 of the EU Market Abuse Regulation (Regulation (EU) No 596/2014) ("EU MAR")
• Semi-annual and quarterly financial reports published under the Prime Standard listing rules of the Frankfurt Stock Exchange
• Notices of general meetings (Hauptversammlungen) and voting results
In general, if Halcyon publishes an ad hoc announcement (Ad-hoc-Mitteilung) under Article 17 of the EU MAR, the Company should simultaneously or promptly thereafter furnish the same information to the SEC on Form 6-K. The same principle applies to any information filed with the Frankfurt Stock Exchange or distributed to the Company's shareholders.
C. "Filed" vs. "Furnished" Distinction
A critical distinction in the Exchange Act reporting framework is the difference between documents that are "filed" with the SEC and documents that are merely "furnished" to the SEC. Form 6-K reports are, by default, "furnished" to the SEC rather than "filed," unless the FPI expressly designates a Form 6-K report as being "filed" or expressly incorporates it by reference into a Securities Act registration statement (such as a future shelf registration statement on Form F-3).
The distinction has significant legal consequences. Documents that are "filed" with the SEC are subject to the express liability provision of Section 18 of the Exchange Act, which imposes liability on any person who makes or causes to be made a materially misleading statement in any document "filed" pursuant to the Exchange Act. Documents that are merely "furnished" are generally not subject to Section 18 liability. However, it is important to note that both filed and furnished documents remain subject to the general anti-fraud provisions of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, which prohibit fraud and manipulation in connection with the purchase or sale of securities.
We recommend that Halcyon carefully consider which Form 6-K reports, if any, should be designated as "filed" or incorporated by reference into Securities Act registration statements. To the extent that the Company files a shelf registration statement on Form F-3 in the future (which would be available following twelve months of Exchange Act reporting), the Company will need to determine which Form 6-K reports should be incorporated by reference into such registration statement in order to update the prospectus disclosure. We will advise the Company on this issue at the appropriate time.
D. Interim Financial Reporting
As a foreign private issuer, Halcyon is not required to file quarterly reports on Form 10-Q. This is one of the most significant practical benefits of FPI status, as the preparation and filing of quarterly reports is among the most resource-intensive and time-sensitive obligations for domestic US issuers.
However, the exemption from quarterly reporting does not mean that Halcyon will have no interim financial disclosure obligations. Under the Form 6-K framework, if the Company publishes interim (semi-annual or quarterly) financial information in Germany or distributes such information to its shareholders, such information must be furnished to the SEC on Form 6-K. As a company listed on the Prime Standard segment of the Frankfurt Stock Exchange, Halcyon is currently required to publish semi-annual reports and quarterly reports (Quartalsmitteilungen) under the Prime Standard listing rules. These interim reports will need to be furnished to the SEC on Form 6-K.
We recommend that Halcyon establish a process to simultaneously furnish Form 6-K reports to the SEC at the same time that interim financial releases are published in Germany. This process should involve coordination among the Company's finance team (led by Katarina Dalmqvist), the General Counsel's office (Wilhelm Ostermann), the Company's German legal counsel at Bähr Stein Rechtsanwälte, and Calderwood & Harkness. We discuss this further in Section XVII below.
VI. Beneficial Ownership Reporting Considerations
A. Section 13(d)/13(g) — Beneficial Ownership Reports (Schedules 13D/13G)
Under Section 13(d) of the Exchange Act, any person who acquires beneficial ownership of more than 5% of any class of equity securities registered under Section 12 of the Exchange Act must file a beneficial ownership report with the SEC. The applicable forms are Schedule 13D (for persons who acquire beneficial ownership with the purpose or effect of changing or influencing the control of the issuer or in connection with certain extraordinary transactions) and Schedule 13G (a shorter form available to certain categories of beneficial owners, including passive investors, qualified institutional investors, and exempt investors).
These reporting requirements apply to the ADSs, which will be registered under Section 12(b), as well as to the underlying ordinary shares to the extent they are deemed to be the same class as the ADSs for beneficial ownership reporting purposes. Following the IPO, the following major shareholders are expected to hold more than 5% of the outstanding equity securities and will therefore be subject to Section 13(d)/13(g) reporting obligations:
• Rheintal Industrieholding GmbH: Approximately 16.1% (39,445,000 ordinary shares out of a post-IPO total of 245,000,000 ordinary shares). Rheintal will need to file either a Schedule 13D (if its investment is deemed to have been made with the purpose or effect of influencing control, which may be the case given the Wendt family relationship and any shareholder agreement provisions) or a Schedule 13G (if it qualifies as a passive or exempt investor). Given the relationship between Margarethe Wendt (Managing Director of Rheintal and sister of CEO Dr. Friedrich Wendt) and the Company, and the existence of a shareholder agreement, Schedule 13D is the more likely filing.
• Kestrel Capital Partners AG: Approximately 6.8% (16,555,000 ordinary shares). Kestrel will similarly need to file a Schedule 13D or Schedule 13G, depending on its investment intent and eligibility for the Schedule 13G short form.
• Halcyon Employee Stock Ownership Trust: Approximately 2.7% on a post-dilution basis (6,665,000 ordinary shares). Because this holding is below the 5% threshold, no Schedule 13D or 13G filing is required.
It is important to note that the beneficial ownership reporting obligation under Section 13(d)/13(g) is not an obligation of the Company itself; rather, it is an obligation of the individual beneficial owners. However, Halcyon has a practical interest in ensuring that its major shareholders comply with these requirements, both to avoid any adverse regulatory consequences and to ensure that the Company's public disclosure of major shareholder ownership is consistent with the information filed with the SEC. Accordingly, we recommend that the Company coordinate with Rheintal Industrieholding GmbH (through Margarethe Wendt) and Kestrel Capital Partners AG (through Henrik Sørensen, Managing Partner) to ensure that their respective beneficial ownership filings are prepared and filed on a timely basis following the effectiveness of the Registration Statement.
In addition, Dr. Christoph Maurelban at Bähr Stein Rechtsanwälte should coordinate the parallel notification requirements under the German Wertpapierhandelsgesetz ("WpHG") and the applicable BaFin regulations, which impose separate beneficial ownership reporting obligations for holders of significant stakes in companies listed on the Frankfurt Stock Exchange.
B. Section 16 — NOT Applicable to FPIs
Section 16 of the Exchange Act imposes insider reporting obligations and short-swing profit disgorgement requirements on directors, officers, and beneficial owners of more than 10% of a class of equity securities registered under Section 12. Specifically, Section 16(a) requires such persons to file initial statements of beneficial ownership (Form 3), reports of changes in ownership (Form 4, due within two business days of the transaction), and annual statements of changes in ownership (Form 5). Section 16(b) requires the disgorgement of any "short-swing" profits realized by insiders on purchases and sales (or sales and purchases) of the issuer's equity securities within any six-month period.
However, Section 16 does not apply to foreign private issuers. Accordingly, Halcyon's directors (including both Vorstand and Aufsichtsrat members), officers, and beneficial owners of more than 10% of the Company's equity securities are exempt from Section 16(a) reporting obligations and Section 16(b) short-swing profit disgorgement requirements so long as the Company maintains its FPI status.
This exemption underscores the importance of the annual FPI reassessment discussed in Section II above. If Halcyon were to lose FPI status, Section 16 obligations would immediately apply to all directors and officers of the Company, as well as to any beneficial owner of more than 10% of the Company's equity securities. Insiders would be required to file Forms 3 within ten (10) days of the Company's loss of FPI status, and Forms 4 would be required within two (2) business days of any subsequent transaction in the Company's equity securities. The retroactive application of these requirements could be disruptive and could expose insiders to short-swing profit liability for transactions entered into before the loss of FPI status.
C. Regulation FD — NOT Applicable to FPIs
Regulation FD (Fair Disclosure), adopted by the SEC in 2000, prohibits issuers from selectively disclosing material nonpublic information to certain enumerated persons (including securities professionals and institutional investors) without simultaneously or promptly making public disclosure of the same information. Regulation FD applies to domestic US issuers but does not apply to foreign private issuers.
Accordingly, Halcyon is not subject to Regulation FD in connection with its communications with US investors, analysts, and other market participants. However, the Company should be aware that it remains subject to the EU Market Abuse Regulation (EU MAR), which imposes analogous obligations regarding the timely and non-selective disclosure of inside information. Article 17 of the EU MAR requires issuers listed on regulated markets in the EU (including the Frankfurt Stock Exchange) to disclose inside information as soon as possible, and Article 10 of the EU MAR prohibits the unlawful disclosure of inside information.
As a practical matter, we recommend that Halcyon adopt Regulation FD-like best practices as part of its US investor relations program, notwithstanding the technical exemption from Regulation FD. US institutional investors and sell-side analysts expect issuers to maintain robust non-selective disclosure practices, and any perception of selective disclosure — even if technically permissible under the current regulatory framework — could damage the Company's reputation and investor relations in the US market. We recommend that the Company coordinate with Bridgeport Investor Relations LLC (Thomas Harding, Senior Vice President) to develop and implement appropriate information disclosure policies and procedures that satisfy both EU MAR requirements and US investor expectations. We discuss this further in Section XVII below.
VII. Sarbanes-Oxley Act Compliance — Interaction with Reporting Obligations
The Sarbanes-Oxley Act of 2002 ("SOX") imposes a range of corporate governance, internal controls, and certification requirements on issuers subject to Exchange Act reporting. While FPIs benefit from certain accommodations and phase-in provisions, they are not exempt from SOX. The following is an overview of the key SOX provisions that interact with Halcyon's Exchange Act reporting obligations. For a more comprehensive treatment of the Company's SOX compliance roadmap, we refer to the separate Calderwood & Harkness memorandum on Sarbanes-Oxley Compliance for FPIs, which is being prepared concurrently.
A. CEO/CFO Certifications (SOX Sections 302 and 906)
SOX requires the chief executive officer and the chief financial officer of the issuer to certify each annual report filed on Form 20-F.
Section 302 Certifications. Section 302 of SOX requires the CEO and CFO to certify, in each annual report, that: (i) the signing officer has reviewed the report; (ii) based on the officer's knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading; (iii) based on the officer's knowledge, the financial statements and other financial information included in the report fairly present in all material respects the financial condition, results of operations, and cash flows of the issuer; (iv) the signing officers are responsible for establishing and maintaining disclosure controls and procedures and internal controls over financial reporting, have designed such controls and procedures to ensure that material information is made known to them, have evaluated the effectiveness of the issuer's disclosure controls and procedures, and have presented in the report their conclusions about the effectiveness of such controls and procedures; and (v) the signing officers have disclosed to the issuer's auditors and audit committee any significant deficiencies and material weaknesses in internal controls and any fraud involving management or other employees who have a significant role in internal controls. For Halcyon, the certifying officers will be Dr. Friedrich Wendt (CEO) and Katarina Dalmqvist (CFO).
Section 906 Certifications. Section 906 of SOX requires the CEO and CFO to certify that the annual report "fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934" and that "the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer." Unlike the Section 302 certification, which is a civil standard, the Section 906 certification carries criminal penalties for knowingly false certifications (fines of up to $1,000,000 and imprisonment for up to 10 years) and willfully false certifications (fines of up to $5,000,000 and imprisonment for up to 20 years).
The first set of Section 302 and Section 906 certifications will be required with Halcyon's first Form 20-F filing, covering fiscal year 2026 and due on or before April 30, 2027. It is important that Dr. Wendt and Ms. Dalmqvist be fully briefed on their certification responsibilities and that the Company establish adequate disclosure controls and procedures to support the certifications well in advance of the first annual report filing.
B. Internal Controls over Financial Reporting (SOX Section 404)
Section 404 of SOX addresses the assessment and attestation of internal controls over financial reporting ("ICFR"). Section 404 consists of two components:
Section 404(a): Management's Assessment. Section 404(a) requires management to include in the annual report an assessment of the effectiveness of the issuer's internal controls over financial reporting. This assessment must be included beginning with the issuer's second annual report filed with the SEC. For Halcyon, this means that the management assessment of ICFR will first be required in the Form 20-F covering the fiscal year ending December 31, 2027 (due on or before April 30, 2028).
Section 404(b): Auditor Attestation. Section 404(b) requires the issuer's independent auditor to attest to, and report on, the assessment made by management of the issuer's ICFR. For FPIs, the auditor attestation requirement is phased in on a timeline that is more extended than for domestic issuers. Based on Halcyon's anticipated filer status, the auditor attestation under Section 404(b) is expected to be first required for the fiscal year ending December 31, 2027 (to be filed with the Form 20-F due on or before April 30, 2028), provided that Halcyon qualifies as a large accelerated filer at that time. Blackmere & Whitfield will be engaged to perform this attestation.
We strongly recommend that Halcyon begin the process of documenting its internal controls over financial reporting and conducting readiness assessments as soon as practicable following the listing. The Section 404 compliance process typically requires twelve to eighteen months of preparation, including the documentation of key processes and controls, the performance of walkthroughs and testing, the identification and remediation of deficiencies, and the engagement of the external auditor for the attestation process.
C. Audit Committee Requirements
Exchange Act Rule 10A-3 requires listed issuers, including FPIs, to maintain an audit committee meeting specified independence and other requirements. Rule 10A-3 requires that each member of the audit committee be independent (defined as not receiving, directly or indirectly, any consulting, advisory, or other compensatory fee from the issuer other than board and committee fees, and not being an affiliated person of the issuer) and that the audit committee be directly responsible for the appointment, compensation, retention, and oversight of the work of the issuer's external auditor.
FPIs are permitted to rely on certain exemptions under Rule 10A-3(c), including an exemption that permits FPIs to utilize an alternative governance structure (such as a supervisory board or audit body established under home-country law) that performs equivalent functions, provided that certain conditions are met. Halcyon's Aufsichtsrat structure under the German Aktiengesetz may provide a basis for reliance on these exemptions, although the Company will still need to ensure that the audit committee (or equivalent body) satisfies the substantive requirements of Rule 10A-3.
We are currently preparing a draft Audit Committee Charter for Halcyon that is designed to comply with both Nasdaq Rule 5605(c) (which sets forth specific audit committee composition and responsibility requirements for listed companies) and Exchange Act Rule 10A-3. We will provide the draft charter to the Company for review in the coming weeks.
VIII. XBRL and Inline XBRL Filing Requirements
A. General Requirements
The SEC requires issuers, including FPIs, to submit their financial statements and certain cover page data in Inline XBRL (iXBRL) format. XBRL (eXtensible Business Reporting Language) is a standardized, machine-readable format that enables the automated extraction and analysis of financial data from SEC filings. The "Inline" version of XBRL (iXBRL) embeds the XBRL tags directly within the human-readable HTML filing, so that a single document serves both as the human-readable report and the machine-readable data source.
For FPIs reporting under IFRS, the applicable XBRL taxonomy is the IFRS Taxonomy published by the IFRS Foundation, which provides standardized labels and definitions for the financial statement line items and disclosures required by IFRS. The Company will need to map its IFRS financial statements to the IFRS Taxonomy and tag each element accordingly.
The Inline XBRL requirement applies to the financial statements included in the annual report on Form 20-F and to any financial statements included in Form 6-K reports that are furnished to the SEC (such as interim financial reports).
B. Phase-In for FPIs
The SEC's Inline XBRL requirements are phased in based on the issuer's filer category:
• Large accelerated filers: Inline XBRL compliance is required immediately upon the initial filing.
• Accelerated filers: Phased implementation on a specified schedule following the initial filing.
• Non-accelerated filers: Extended phased implementation schedule.
Halcyon's filer status will be determined following the IPO based on the Company's public float as of the last business day of its most recently completed second fiscal quarter. Based on the Company's anticipated market capitalization of approximately €8.6 billion (approximately $9.3 billion at the current exchange rate of €1.00 = $1.078) and the anticipated post-IPO US public float, Halcyon is likely to qualify as a large accelerated filer (which requires a public float of $700 million or more). As a large accelerated filer, Halcyon would be required to comply with the Inline XBRL requirements beginning with its first Form 20-F filing.
C. Practical Implementation
The practical implementation of Inline XBRL compliance requires careful planning and coordination. Halcyon should consider the following steps:
• XBRL tagging service provider. The Company should engage a specialized XBRL tagging service provider or develop in-house XBRL tagging capability. Many issuers engage third-party XBRL specialists who work in conjunction with the issuer's EDGAR filing agent to tag the financial statements and generate the iXBRL files.
• EDGAR filing agent. Halcyon will need to engage an EDGAR filing agent to handle the formatting, conversion, and electronic submission of all SEC filings, including the Inline XBRL-tagged financial statements. The filing agent will coordinate with the XBRL service provider to ensure that the tagged data is accurate and compliant with SEC requirements.
• Cover page interactive data tagging. In addition to financial statement tagging, the SEC requires that certain cover page information on Form 20-F and Form 6-K be tagged in Inline XBRL format. This includes information such as the issuer's name, CIK number, trading symbol, and fiscal year-end date.
• Coordination with audit process. The XBRL tagging process should be integrated into the Company's annual and interim financial reporting workflow to ensure that tagged data is consistent with the audited (or reviewed) financial statements.
We refer the Company to the EDGAR Filing Procedures Memorandum prepared by Calderwood & Harkness, which provides additional detail on the mechanics of EDGAR filing, including Inline XBRL compliance.
IX. Proxy Solicitation Rules — FPI Exemption
Foreign private issuers are exempt from the proxy solicitation rules set forth in Section 14 of the Exchange Act. These rules, which are codified in Regulation 14A and Regulation 14C, require domestic US issuers to file preliminary and definitive proxy statements (Schedule 14A) or information statements (Schedule 14C) with the SEC in connection with any meeting of security holders at which a vote is to be taken, and to deliver such statements to security holders in advance of the meeting.
Because Halcyon qualifies as an FPI, it will not be required to file proxy statements or information statements with the SEC. The Company's annual general meeting (Hauptversammlung) and any extraordinary general meetings (außerordentliche Hauptversammlungen) will continue to be governed exclusively by the German Aktiengesetz (AktG) and the Company's articles of association (Satzung), as well as applicable EU regulations.
Notwithstanding the exemption from SEC proxy rules, the Company should be aware of two important considerations:
First, certain Nasdaq listing rules impose shareholder approval requirements that may apply to the Company in connection with specified types of transactions, including certain equity issuances, changes of control, and related party transactions, under Nasdaq Rule 5635. However, as an FPI, Halcyon may elect to follow its home-country corporate governance practices in lieu of certain Nasdaq shareholder approval requirements, provided that the Company complies with the notification and disclosure requirements of Nasdaq Rule 5615(a)(3). We are addressing these corporate governance exemptions in a separate Calderwood & Harkness memorandum on Nasdaq Corporate Governance Exemptions for FPIs, which is being prepared concurrently.
Second, although Halcyon is not required to file a proxy statement, the Company should ensure that ADS holders are provided with adequate notice of, and the opportunity to participate in, shareholder meetings. Under the terms of the Deposit Agreement with Meridian Trust Company, N.A. (as depositary), Halcyon is required to provide the depositary with timely notice of shareholder meetings, and the depositary is responsible for distributing voting instruction forms to ADS holders. The Company should coordinate with Meridian Trust to ensure that these procedures are implemented effectively and in a manner that is consistent with both German corporate law requirements and the expectations of US ADS holders.
X. Tender Offer Rules
The US tender offer rules under the Exchange Act may apply to tender offers and self-tender offers involving Halcyon's securities, depending on the extent of US participation in the Company's shareholder base. The Exchange Act provides two tiers of exemptions for FPIs conducting or subject to tender offers:
Tier I Exemption. Under Exchange Act Rules 13e-4(h)(8) (for issuer tender offers) and 14d-1(c) (for third-party tender offers), a foreign private issuer is exempt from most US tender offer rules if US holders hold less than 10% of the class of securities that is the subject of the tender offer. This "Tier I" exemption effectively permits the issuer or bidder to conduct the tender offer exclusively under home-country rules without complying with the US tender offer regulations under Regulation 14D and Regulation 14E.
Tier II Exemption. If the Tier I exemption is not available (i.e., US holders hold 10% or more of the relevant class of securities), a modified compliance framework is available under Exchange Act Rules 13e-4(i) (for issuer tender offers) and 14d-1(d) (for third-party tender offers), provided that US holders hold no more than 40% of the class of securities. The "Tier II" exemption permits the issuer or bidder to conduct the tender offer principally under home-country rules, subject to certain minimum requirements under US law, including equal treatment of US holders, prompt payment, and certain disclosure requirements.
Fo