1032-00003 · Client 1032 · Structuring & Analysis

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

TO: Vivienne St. Claire, Robert Adeyemi

FROM: Claire Dempsey, Audrey Zhou

DATE: February 18, 2026

RE: Halcyon Semiconductor AG — Dual Registration Requirements: Form F-1 and Form F-6 for Level III ADR Program

Matter No.: 1032-00003

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I. Executive Summary

The purpose of this memorandum is to analyze the dual registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), applicable to Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company") in connection with its proposed initial public offering (the "IPO" or the "Offering") of American Depositary Shares ("ADSs") in the United States through a Level III American Depositary Receipt ("ADR") program. This memorandum is intended to serve as a comprehensive reference for the deal team as we move into the active drafting and filing phase of the transaction, and to frame the key legal and procedural issues that will require coordination across the multiple workstreams of this engagement.

As discussed below, two separate registration statements must be filed with, and declared effective by, the U.S. Securities and Exchange Commission (the "SEC") before the ADSs may be offered and sold to investors in the United States:

Form F-1: This is the "transactional" registration statement that registers the ADSs and the underlying ordinary shares (Stammaktien) being offered and sold in the IPO. Specifically, the Form F-1 will register the primary issuance of 30,000,000 new ordinary shares (represented by 15,000,000 ADSs) to be issued by Halcyon from its authorized but unissued share capital, and the secondary sale of 12,800,000 existing ordinary shares (represented by 6,400,000 ADSs) by selling shareholders Rheintal Industrieholding GmbH ("Rheintal") and Kestrel Capital Partners AG ("Kestrel"), together with up to 3,210,000 additional ADSs (representing 6,420,000 ordinary shares) subject to an overallotment option granted to the underwriters. The Form F-1 contains the full prospectus with comprehensive disclosure about the Company, its business, financial condition, risk factors, use of proceeds, and the terms of the offering.

Form F-6: This is the registration statement that registers the ADR depositary facility itself — that is, the ADSs as a class of securities to be issued on an ongoing basis by Meridian Trust Company, N.A. (the "Depositary") against deposits of Halcyon ordinary shares. The Form F-6 is filed by the Depositary (not by Halcyon) and serves as a "shelf-like" registration covering all ADSs that may be issued under the Deposit Agreement, both in connection with the IPO and in subsequent transactions (e.g., cross-border conversions of Frankfurt-traded ordinary shares into ADSs by investors).

The base deal of the Offering contemplates the sale of 21,400,000 ADSs (representing 42,800,000 ordinary shares) at a targeted price range of $39.00 to $45.00 per ADS, yielding targeted gross proceeds of approximately $900,000,000 at the midpoint of the range. When combined with the overallotment option, total gross proceeds could reach approximately $1,034,820,000. Primary proceeds to Halcyon (after deducting the underwriting discount of 3.50%) are expected to be approximately $607,950,000 at the midpoint of the range based on the base deal primary component. Selling shareholders are expected to receive approximately $260,550,000 in net secondary proceeds (before selling shareholder expenses) based on the midpoint.

Halcyon qualifies as a "foreign private issuer" ("FPI") under Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and accordingly is permitted to use the F-series registration forms promulgated under the Securities Act. This FPI status has been confirmed based on an analysis of the Company's shareholder base, board composition, and management domicile, as set forth in the separate FPI analysis memorandum circulated on January 22, 2026.

The Company proposes to list the ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN." Halcyon's ordinary shares are currently listed on the Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment, and will continue to be traded on the Frankfurt Stock Exchange following the completion of the IPO. The ADR ratio for the program is 1 ADS to 2 ordinary shares (i.e., each ADS represents the right to receive two ordinary shares deposited with the Depositary's sub-custodian in Germany).

The underwriting syndicate for the Offering will be led by Westbridge Securities LLC, as lead bookrunner and representative of the underwriters, with Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC serving as co-managers.

This memorandum addresses the following topics in detail: (i) the legal basis for each registration statement, (ii) the distinct purposes served by Form F-1 and Form F-6, (iii) the specific disclosure, exhibit, and signature requirements applicable to each form, (iv) the recommended filing sequence and coordination between the two registration statements during the SEC review process, (v) practical drafting considerations relating to the Deposit Agreement, opinion letters, and German corporate authorizations, and (vi) post-effectiveness maintenance obligations. A detailed timeline and action item list is set forth in Section IX.

II. Background: Level III ADR Program Structure

A. Overview of ADR Levels

American Depositary Receipt programs are classified into three levels under the SEC's regulatory framework, each with distinct registration, reporting, and listing requirements. An understanding of these distinctions is essential to appreciating why Halcyon's proposed program requires the comprehensive registration approach described in this memorandum.

Level I ADR Programs. A Level I ADR program permits a foreign issuer's securities to trade in the United States on the over-the-counter ("OTC") market, without listing on a national securities exchange and without requiring SEC registration of the underlying shares under the Securities Act. The depositary files a registration statement on Form F-6, but the foreign issuer's securities are traded pursuant to an exemption from Securities Act registration (typically under Rule 12g3-2(b) of the Exchange Act, which provides an exemption from Exchange Act reporting for foreign private issuers that make home country information available in English). Level I programs involve the least regulatory burden; the foreign issuer is not required to reconcile its financial statements to U.S. GAAP or IFRS as issued by the IASB, and it is not required to file annual reports on Form 20-F or current reports on Form 6-K. Level I ADRs trade on the OTC Pink Sheets or OTCQX marketplace and generally attract limited institutional participation in the United States.

Level II ADR Programs. A Level II ADR program enables listing of the ADSs on a U.S. national securities exchange (e.g., NYSE, Nasdaq) without a capital-raising component. The depositary files a registration statement on Form F-6, and the foreign issuer registers the ADSs (and, by extension, the underlying securities) under Section 12(b) of the Exchange Act by filing a registration statement on Form 20-F. However, because no new capital is raised, there is no need to file a Securities Act registration statement on Form F-1 or Form F-3. The foreign issuer becomes subject to ongoing Exchange Act reporting obligations, including annual reports on Form 20-F and current reports on Form 6-K. Level II programs are appropriate for companies that desire the visibility and liquidity benefits of a U.S. exchange listing but do not need to raise capital in connection with the establishment of the ADR program.

Level III ADR Programs. A Level III ADR program is the most comprehensive form of ADR program. It requires full registration under the Securities Act of the ADSs being offered in a public offering (whether an IPO or a subsequent offering), as well as registration of the ADR facility on Form F-6. The foreign issuer files a registration statement on Form F-1 (or, if eligible, Form F-3) to register the specific offering transaction and concurrently becomes subject to full Exchange Act reporting obligations. A Level III program enables the foreign issuer to raise capital from U.S. investors while listing ADSs on a U.S. national securities exchange, and it imposes the most comprehensive SEC disclosure and ongoing reporting requirements.

Halcyon has elected a Level III program because it seeks to raise approximately $630,000,000 in net primary proceeds (after the underwriting discount) to fund the expansion of its Fab 3 manufacturing facility in Dresden, invest in next-generation gallium nitride ("GaN") research and development, repay a portion of its outstanding revolving credit facility, and provide additional working capital. Additionally, the Company's management and board have determined that a Nasdaq listing will enhance Halcyon's visibility with institutional investors in the United States and provide a liquid secondary market for ADSs, complementing the existing listing of ordinary shares on the Frankfurt Stock Exchange. The Level III program imposes the most comprehensive SEC disclosure and ongoing reporting obligations, including annual reports on Form 20-F and current reports on Form 6-K, as well as compliance with the Sarbanes-Oxley Act of 2002 and the corporate governance requirements of the Nasdaq Stock Market.

B. Role of the Depositary

Meridian Trust Company, N.A. (101 Barclay Street, New York, NY 10286; key contact: Patricia Novak, Vice President, Depositary Receipts) has been engaged to serve as the Depositary for Halcyon's ADR program. Meridian Trust is one of the leading depositary banks in the United States and currently acts as depositary for over 200 sponsored ADR programs across all three levels.

The Depositary's primary function is to hold, through a German sub-custodian (expected to be Deutsche Verwahrbank AG, Frankfurt am Main), the deposited ordinary shares of Halcyon and to issue ADSs (evidenced by American Depositary Receipts, or "ADRs") to investors in the United States and internationally. When ordinary shares are deposited with the sub-custodian, the Depositary issues the corresponding number of ADSs to the depositor (or its designee). Conversely, when an ADS holder surrenders ADSs for cancellation, the Depositary instructs the sub-custodian to release the underlying ordinary shares to the holder or the holder's designee.

The rights and obligations of the Depositary, Halcyon, and ADS holders are governed by a Deposit Agreement (the "Deposit Agreement") to be entered into among Halcyon, Meridian Trust, and all holders and beneficial owners of ADSs from time to time. The Deposit Agreement will be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The Deposit Agreement will address, among other things: (i) the deposit and withdrawal of ordinary shares, (ii) the issuance and cancellation of ADSs, (iii) the distribution of dividends and other payments to ADS holders, (iv) the voting of ordinary shares at shareholder meetings, (v) the Depositary's fees and charges, (vi) the Depositary's obligations and liability limitations, (vii) amendment and termination of the Deposit Agreement, and (viii) the treatment of pre-emptive rights and other corporate actions.

The annual depositary service fee has been agreed at $0.05 per ADS per annum, payable by ADS holders. In addition, ADS holders will be subject to customary issuance and cancellation fees, as well as charges for the conversion of foreign currency into U.S. dollars and the distribution of dividends and other cash payments. The complete fee schedule will be set forth in the Deposit Agreement and disclosed in both the Form F-1 prospectus and the Form F-6 registration statement.

Crestfield Transfer Services Inc. (6201 15th Avenue, Brooklyn, NY 11219; key contact: Angela Moretti, Director, Corporate Actions) will serve as the transfer agent and registrar for the ADSs. Crestfield will maintain the register of ADS holders and process transfers, exchanges, and cancellations of ADSs in coordination with the Depositary. The engagement of Crestfield has been confirmed and an engagement letter is expected to be executed by March 1, 2026.

C. Securities Being Registered

A foundational point of securities law underpinning the dual-registration requirement is that, for Securities Act purposes, the "securities" being registered in a Level III ADR program include both (i) the ADSs themselves, which are distinct securities issued by the Depositary, and (ii) the underlying ordinary shares represented by the ADSs, which are securities issued by Halcyon. This principle reflects the SEC's longstanding view that an ADS is a security separate and distinct from the underlying deposited security, even though the ADS derives its value from, and represents an indirect economic interest in, the underlying security.

Under SEC staff guidance, both the ADSs and the underlying ordinary shares must be registered under the Securities Act because the offer and sale of ADSs to U.S. investors constitutes, in substance, the offer and sale of two layers of securities: the ADS wrapper and the underlying share. However, it is important to note that the ordinary shares are not separately tradable in the U.S. market — they are deposited with the Depositary's sub-custodian in Germany and can be withdrawn only through the cancellation of ADSs in accordance with the Deposit Agreement. The ordinary shares continue to trade on the Frankfurt Stock Exchange, but are not registered for trading in the United States except as represented by ADSs.

This dual-security characteristic gives rise to the requirement for two registration statements on two different forms: (a) the Form F-1, which registers the specific offer and sale of ADSs and underlying ordinary shares in the IPO transaction, and (b) the Form F-6, which registers the ADR depositary facility itself — i.e., the ongoing program under which the Depositary issues ADSs against deposits of ordinary shares. Each form has its own registrant, its own disclosure requirements, its own exhibit list, and its own SEC review process, though there is significant overlap with respect to the Deposit Agreement and Form of ADR, which are exhibits to both forms.

III. Form F-1 Registration Statement

A. Legal Basis and Purpose

Form F-1 is the general-purpose registration form under the Securities Act available to foreign private issuers. It is the "long-form" registration statement for foreign private issuers that are not eligible for the short-form registration statement on Form F-3. Form F-3 is available only to FPIs that (i) have been subject to Exchange Act reporting requirements for at least 12 calendar months immediately preceding the filing and (ii) have timely filed all required reports during that period. Because Halcyon has not previously been a reporting company under the Exchange Act and does not have a 12-month reporting history, Form F-3 is not available for this transaction. Accordingly, Form F-1 is the appropriate registration form for the IPO.

The Form F-1 registration statement will register the specific offering transaction — that is, the offer and sale to the public, through the underwriting syndicate led by Westbridge Securities LLC, of up to 21,400,000 ADSs in the base deal (comprising 15,000,000 ADSs representing newly issued primary shares and 6,400,000 ADSs representing existing secondary shares) plus up to 3,210,000 additional ADSs pursuant to the underwriters' overallotment option, together with the underlying ordinary shares represented by such ADSs (42,800,000 ordinary shares in the base deal plus up to 6,420,000 ordinary shares subject to the overallotment option, totaling up to 49,220,000 ordinary shares).

The Form F-1 thus registers both the primary offering component and the secondary offering component of the Offering:

Primary Shares: 30,000,000 new ordinary shares (represented by 15,000,000 ADSs) to be issued by Halcyon from its authorized but unissued share capital (genehmigtes Kapital). The gross proceeds from the primary offering will be received by Halcyon and used for the purposes described in the "Use of Proceeds" section of the prospectus.

Secondary Shares: 12,800,000 existing ordinary shares (represented by 6,400,000 ADSs) to be sold by the selling shareholders:

• Rheintal Industrieholding GmbH: 8,500,000 ordinary shares, represented by 4,250,000 ADSs

• Kestrel Capital Partners AG: 4,300,000 ordinary shares, represented by 2,150,000 ADSs

Halcyon will not receive any proceeds from the sale of secondary shares by the selling shareholders; all net proceeds from the secondary component will be paid to Rheintal and Kestrel, respectively.

Overallotment Option: Up to 3,210,000 additional ADSs (representing 6,420,000 ordinary shares), exercisable by the underwriters for 30 days after the date of the Underwriting Agreement, representing 15% of the base deal ADS total. The source of shares for the overallotment (primary, secondary, or a combination) remains subject to discussion with the Company and selling shareholders.

B. Issuer / Registrant

Halcyon Semiconductor Aktiengesellschaft is the sole registrant on the Form F-1 registration statement. The Form F-1 will be signed by Halcyon's duly authorized representatives and will be filed under Halcyon's CIK number (to be obtained from the SEC in advance of the filing).

Critically, Meridian Trust Company, N.A. is not a registrant on the Form F-1. The Depositary's role in connection with the Form F-1 is limited to being a party to the Deposit Agreement (which is an exhibit to the Form F-1) and cooperating with Halcyon in the preparation of the ADS-related disclosure in the prospectus. The Depositary is the registrant on the Form F-6, as discussed in Section IV below.

The selling shareholders — Rheintal Industrieholding GmbH and Kestrel Capital Partners AG — are likewise not registrants on the Form F-1. They are named in the registration statement as selling securityholders and are required to provide certain information for inclusion in the prospectus (including share ownership data and a description of any material relationships with the Company), but they do not sign the Form F-1 as registrants. Each selling shareholder will, however, be required to deliver a power of attorney and custody agreement authorizing the representative of the underwriters to sell ADSs on its behalf and deposit the underlying ordinary shares with the Depositary's sub-custodian.

C. Disclosure Requirements (Part I — Prospectus)

Part I of the Form F-1 registration statement consists of the prospectus, which will be delivered to investors and constitutes the offering document. The prospectus must contain the information required by Part I of Form F-1 (Items 1 through 18), as follows:

Item 1 — Cover Page. The outside front cover page of the prospectus will set forth the key terms of the Offering, including: the number of ADSs being offered (21,400,000 base deal ADSs, plus 3,210,000 overallotment ADSs), the estimated initial public offering price range ($39.00 to $45.00 per ADS), the ADS-to-ordinary-share ratio (1 ADS = 2 ordinary shares), the names of the underwriters (Westbridge Securities LLC, Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC), the proposed Nasdaq Global Select Market listing, the "HCYN" ticker symbol, risk language regarding the offering price, and applicable SEC legends. The cover page will also note the existence of the overallotment option and the identity of selling shareholders.

Item 2 — Inside Front Cover / Table of Contents. The inside front cover page and table of contents will be prepared in accordance with customary practice for F-1 prospectuses and will include dealer prospectus delivery obligation language, disclaimers regarding forward-looking statements, information regarding the availability of documents incorporated by reference (if any), and a detailed table of contents.

Item 3 — Summary. The prospectus summary will include a concise overview of the Company, its business, and the Offering. Key points to be highlighted include:

• Halcyon is a leading European manufacturer of wide-bandgap semiconductor devices, specializing in silicon carbide ("SiC") and gallium nitride ("GaN") chips for the automotive, industrial, and renewable energy markets.

• The Company was founded in 1997 and is headquartered at Maximilianstraße 72, Munich, Germany.

• Halcyon's ordinary shares are listed on the Frankfurt Stock Exchange (FRA: HCY) on the Prime Standard segment, and have been traded on the Frankfurt exchange since 2004.

• As of December 31, 2025, the Company employed approximately 8,400 people across its operations in Germany, the Czech Republic, the United States, Singapore, and China.

• For the fiscal year ended December 31, 2025 (unaudited), the Company reported revenue of approximately €3,820 million and EBITDA of approximately €1,069 million (representing an EBITDA margin of approximately 28.0%).

• The Offering consists of a primary offering of 15,000,000 ADSs (representing 30,000,000 new ordinary shares) by the Company and a secondary offering of 6,400,000 ADSs (representing 12,800,000 existing ordinary shares) by Rheintal and Kestrel, with an overallotment option of up to 3,210,000 additional ADSs.

Item 4 — Risk Factors. Comprehensive risk factor disclosure is required under Securities Act Section 7 and Regulation S-K Item 105 (as applicable to FPIs). The risk factors section will cover, among other categories: (i) risks relating to the Company's business, financial condition, and industry, (ii) risks relating to the Offering and ownership of ADSs, (iii) risks relating to operating in multiple jurisdictions, (iv) risks relating to the Company's dependence on the automotive and industrial sectors, (v) risks relating to intellectual property and technology, (vi) risks relating to the Company's Level III ADR program structure, (vii) risks relating to currency fluctuations (EUR/USD), and (viii) risks relating to the regulatory environment in the European Union and the United States. A separate risk factors draft is being prepared by the C&H team and will be cross-referenced in the Form F-1.

Item 5 — Use of Proceeds. The Form F-1 prospectus will include a detailed description of the intended use of net primary proceeds of approximately $607,950,000 (based on the midpoint of the estimated price range and after deducting the underwriting discount). The allocation of proceeds is currently as follows:

Halcyon will not receive any portion of the proceeds from the sale of secondary shares by Rheintal and Kestrel. The selling shareholders are expected to receive approximately $260,550,000 in net secondary proceeds (based on the midpoint of the price range and after deducting the underwriting discount), which will be retained by each selling shareholder for its own account.

Item 6 — Capitalization and Dilution. This section will present the Company's capitalization on an actual basis and on an as-adjusted basis to give effect to the issuance of 30,000,000 new ordinary shares in the IPO. The share capital of Halcyon immediately prior to the Offering will consist of 215,000,000 ordinary shares outstanding, and immediately following the Offering (assuming no exercise of the overallotment option) will consist of 245,000,000 ordinary shares outstanding. A dilution analysis will be presented on a per-ADS basis showing the difference between the IPO price per ADS and the net tangible book value per ADS after giving effect to the Offering.

Item 7 — Selected Financial Data. Selected consolidated financial data for Halcyon for fiscal years 2023 through 2025, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, will be presented. The following summary data points are expected to be included:

For purposes of the selected financial data and elsewhere in the prospectus, the EUR/USD exchange rate is assumed at 1.078 (the noon buying rate published by the Federal Reserve Bank of New York on December 31, 2025), unless otherwise indicated. Where appropriate, the prospectus will present U.S. dollar convenience translations of key financial data.

Item 8 — MD&A. The management's discussion and analysis of financial condition and results of operations section will be a substantial portion of the prospectus and will include a discussion of (i) the Company's results of operations for fiscal years 2023, 2024, and 2025 (with year-over-year comparisons), (ii) liquidity and capital resources, (iii) critical accounting policies and estimates, (iv) quantitative and qualitative disclosures about market risk (including foreign currency exchange risk, interest rate risk, and commodity price risk), and (v) known trends, uncertainties, and material commitments. The MD&A will be drafted in conformity with Item 5 of Form 20-F and SEC Staff guidance regarding MD&A disclosure for FPIs, and will include discussion of the impact of the Fab 3 expansion on future capital expenditure requirements.

Item 9 — Business Description. The business section will provide a comprehensive description of Halcyon's operations, including: (i) the Company's industry and competitive position within the global wide-bandgap semiconductor market, (ii) the Company's technology portfolio (SiC and GaN device platforms), (iii) the Company's product lines and end-market applications (automotive power electronics, industrial motor drives, renewable energy inverters, and telecommunications infrastructure), (iv) the Company's key customers and supplier relationships, (v) the Company's manufacturing facilities (Munich headquarters and primary wafer fabrication facility ("Fab 1"), Dresden Fab 2, Dresden Fab 3 (under construction, targeted completion Q4 2027), and Brno assembly and testing facility), (vi) material subsidiaries, (vii) intellectual property portfolio, (viii) employees and labor relations, and (ix) regulatory matters. The Company's material subsidiaries include Halcyon Semiconductor USA Inc. (Wilmington, Delaware), Halcyon Power Solutions GmbH (Dresden, Germany), Halcyon Asia Pacific Pte. Ltd. (Singapore), Halcyon Shanghai Semiconductor Co., Ltd. (Shanghai, PRC), and Halcyon Automotive Components s.r.o. (Brno, Czech Republic).

Item 10 — Directors and Senior Management. The prospectus will include biographical information for each member of Halcyon's management board (Vorstand) and supervisory board (Aufsichtsrat). The current members are:

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 (Leiter der Rechtsabteilung) and member of the Vorstand

Aufsichtsrat (Supervisory Board):

• Prof. Dr. Anneliese Voss, Chairperson of the Aufsichtsrat

• Additional members to be listed in the prospectus

The prospectus will include disclosure regarding each director's and officer's principal business activities outside the Company, board committee memberships, and independence determinations (to the extent applicable under Nasdaq listing rules).

Item 11 — Compensation. Executive compensation disclosure will be provided in accordance with the disclosure requirements applicable to foreign private issuers (which permit aggregate, rather than individual, compensation disclosure for the Vorstand and Aufsichtsrat, subject to any additional disclosure required by applicable German law or the German Corporate Governance Code (Deutscher Corporate Governance Kodex)).

Item 12 — Principal Shareholders and Selling Shareholders. This section will disclose the beneficial ownership of the Company's ordinary shares before and after the Offering. Principal shareholders include:

The prospectus will note that Margarethe Wendt, sister of CEO Dr. Friedrich Wendt, is the Managing Director (Geschäftsführerin) of Rheintal Industrieholding GmbH, a family holding company established by the Wendt family. Henrik Sørensen is the Managing Partner of Kestrel Capital Partners AG, a Glenrock Assurance-based private equity firm. The relationships between these selling shareholders and the Company will be disclosed in the prospectus, including in the related-party transactions section.

Item 13 — Related-Party Transactions. The prospectus will disclose all material related-party transactions, including (i) any transactions between Halcyon and Rheintal Industrieholding GmbH or members of the Wendt family, (ii) the Shareholder Agreement (if any) between Rheintal, Kestrel, and the Company, (iii) registration rights, and (iv) any compensation arrangements with Dr. Friedrich Wendt that may be influenced by his familial relationship to Rheintal's Managing Director.

Item 14 — Description of Securities. This section will contain two principal subsections:

Description of Ordinary Shares: A description of Halcyon's ordinary shares (Stammaktien) as they exist under the Company's articles of association (Satzung) and the German Stock Corporation Act (Aktiengesetz, or "AktG"), including share capital, voting rights, dividend rights, pre-emptive rights (Bezugsrecht), liquidation rights, and transfer restrictions (if any).

Description of American Depositary Shares: A detailed description of the terms of the ADSs, including the material provisions of the Deposit Agreement, the ADS-to-ordinary-share ratio, the rights and obligations of ADS holders, dividend and distribution mechanics, voting rights and procedures, the Depositary's fees and charges, limitations on the Depositary's liability, amendment and termination of the Deposit Agreement, and the procedures for depositing and withdrawing ordinary shares. This section will be drafted to be consistent with, and accurately summarize the terms of, the Deposit Agreement (Exhibit 4.1 to the Form F-1).

Item 15 — Taxation. The prospectus will contain a section addressing the material U.S. federal income tax consequences to U.S. holders of acquiring, owning, and disposing of ADSs, as well as a summary of material German tax considerations. Key tax considerations include:

• Germany imposes a statutory withholding tax on dividends paid to non-resident shareholders at a rate of 26.375% (including the solidarity surcharge). Under the United States-Germany income tax treaty, the withholding rate applicable to eligible U.S. treaty beneficiaries is reduced to 15%.

• Halcyon has conducted a preliminary passive foreign investment company ("PFIC") analysis for fiscal year 2025 and has concluded, based on currently available information, that the Company was not a PFIC for fiscal year 2025 and does not expect to be classified as a PFIC for the current or foreseeable future taxable years. This preliminary conclusion will be confirmed in the final tax opinion.

• The tax section will also address the tax treatment of ADS holders who are treated as holding ordinary shares for U.S. federal income tax purposes, the treatment of dividends and capital gains, foreign tax credit considerations, and the applicability of the Medicare contribution tax on net investment income.

The tax opinion will be prepared by Leonard Cross of Calderwood & Harkness LLP and filed as Exhibit 8.1 to the Form F-1.

Item 16 — Underwriting. The underwriting section will describe the underwriting arrangements for the Offering, including:

• The underwriting syndicate: Westbridge Securities LLC (lead bookrunner and representative of the underwriters), Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC.

• Gross underwriting spread: 3.50% of the public offering price, amounting to approximately $31,500,000 in total (based on gross proceeds of $900,000,000 at the midpoint), allocated among the underwriters as follows:

• The overallotment option: The underwriters will have the option, exercisable for 30 days following the date of the Underwriting Agreement, to purchase up to 3,210,000 additional ADSs (representing 15% of the base deal) at the public offering price less the underwriting discount.

• Lock-up provisions: Halcyon, its directors and executive officers, and the selling shareholders will agree to a 180-day lock-up period following the date of the final prospectus, during which they will not, without the prior written consent of Westbridge Securities, offer, sell, contract to sell, or otherwise dispose of any ordinary shares, ADSs, or securities convertible into or exchangeable for ordinary shares or ADSs (subject to customary exceptions).

• Stabilization activities: The underwriters may engage in stabilization transactions, syndicate short covering transactions, and penalty bids in accordance with Regulation M under the Exchange Act.

Items 17/18 — Financial Statements. The Form F-1 will include audited consolidated financial statements of Halcyon prepared in accordance with IFRS as issued by the IASB for the fiscal years ended December 31, 2023, 2024, and 2025. The independent auditor of Halcyon is Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Frankfurt am Main, Germany; engagement partner: Dieter Kaufmann), which is registered with the Public Company Accounting Oversight Board ("PCAOB") and is authorized to issue audit reports for companies listed in the United States. Comfort letters will be delivered by Blackmere & Whitfield LLP (the U.S. affiliate; contact: Graham Templeton, New York office) on the date of the pricing and on the closing date, in accordance with AU Section 634 (Letters for Underwriters and Certain Other Requesting Parties).

D. Disclosure Requirements (Part II — Information Not Required in Prospectus)

Part II of the Form F-1 registration statement contains information that is not required to be included in the prospectus delivered to investors but is required for SEC filing purposes. Part II includes:

Expenses of Issuance and Distribution. An itemized statement of all expenses incurred by Halcyon in connection with the issuance and distribution of the securities being registered, including SEC registration fees, FINRA filing fees, Nasdaq listing fees, printing costs, legal fees, accounting fees, depositary fees, transfer agent fees, and miscellaneous expenses. All expenses (other than the underwriting discount) will be borne by Halcyon.

Indemnification of Directors and Officers. A description of the provisions of German law and the Company's articles of association relating to the indemnification of directors and officers, including any D&O insurance policies maintained by the Company. The prospectus will also note any provisions of the Underwriting Agreement providing for indemnification of the Company's directors and officers by the underwriters.

Recent Sales of Unregistered Securities. A description of all securities of Halcyon sold within the past three years without registration under the Securities Act, including (if applicable) issuances of ordinary shares to employees under the Company's equity compensation plans, private placements, and conversions of securities. Each such transaction will include a citation to the exemption from registration relied upon.

Exhibits and Financial Statement Schedules. A list of all exhibits filed with the registration statement (see Section III.E below) and any financial statement schedules required to be filed.

Undertakings. The registrant's undertakings required by Item 512 of Regulation S-K, including the Rule 430A undertaking permitting the omission of pricing information from the registration statement at the time of effectiveness, with such information to be supplied by means of a prospectus supplement filed pursuant to Rule 424(b) following pricing. The Rule 430A undertaking is critical for the mechanics of the Offering, as it allows the registration statement to be declared effective before the final offering price is determined.

E. Exhibit Requirements for Form F-1

The following is a summary of the key exhibits to be filed with the Form F-1 registration statement, together with brief descriptions:

Exhibit 1.1: Form of Underwriting Agreement, by and among Halcyon Semiconductor AG, the selling shareholders, and the several underwriters named therein, with Westbridge Securities LLC acting as the representative of the underwriters. The Underwriting Agreement will be governed by the laws of the State of New York. The final form will be filed as an exhibit to the registration statement (or by amendment or by incorporation by reference to a Form 6-K filing following execution).

Exhibit 3.1: Articles of Association (Satzung) of Halcyon Semiconductor Aktiengesellschaft (English translation certified by a sworn translator). The German-language original will be made available upon request.

Exhibit 4.1: Deposit Agreement, by and among Halcyon Semiconductor AG, Meridian Trust Company, N.A. (as Depositary), and all holders and beneficial owners of ADSs from time to time. Governed by the laws of the State of Delaware. This exhibit will be identical to Exhibit (a) of the Form F-6.

Exhibit 4.2: Form of American Depositary Receipt (included as an exhibit to the Deposit Agreement). This exhibit will be identical to Exhibit (b) of the Form F-6.

Exhibit 4.3: Description of ordinary shares (Stammaktien) of Halcyon Semiconductor AG, including a summary of the rights and privileges attached to the ordinary shares under the Company's articles of association and the German Stock Corporation Act.

Exhibit 5.1: Opinion of Calderwood & Harkness LLP (New York, New York) as to the legality of the ADSs being offered in the IPO.

Exhibit 5.2: Opinion of Bähr Stein Rechtsanwälte (Munich, Germany; Dr. Christoph Maurelban, partner) as to the legality of the ordinary shares under German law, including confirmation that the ordinary shares to be issued in the primary offering have been duly authorized and, when issued and paid for, will be validly issued, fully paid, and non-assessable (or the German law equivalent thereof).

Exhibit 8.1: Tax opinion of Calderwood & Harkness LLP (Leonard Cross, tax partner) regarding certain U.S. federal income tax consequences of the acquisition, ownership, and disposition of ADSs by U.S. holders.

Exhibits 10.1 et seq.: Material contracts of the Company, including (as applicable) credit facility agreements, joint venture agreements, material customer and supply contracts, intellectual property license agreements, executive employment agreements, and any shareholder agreements among Halcyon and its principal shareholders.

Exhibit 21.1: List of subsidiaries of Halcyon Semiconductor AG, including:

• Halcyon Semiconductor USA Inc. (Wilmington, Delaware, United States)

• Halcyon Power Solutions GmbH (Dresden, Germany)

• Halcyon Asia Pacific Pte. Ltd. (Singapore)

• Halcyon Shanghai Semiconductor Co., Ltd. (Shanghai, People's Republic of China)

• Halcyon Automotive Components s.r.o. (Brno, Czech Republic)

Exhibit 23.1: Consent of Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (independent auditors) to the inclusion of their audit report in the Form F-1 registration statement and any amendments thereto.

Exhibit 23.2: Consent of Calderwood & Harkness LLP (to the extent any C&H opinion is filed as an exhibit and the consent is required under Item 601 of Regulation S-K).

Exhibit 23.3: Consent of Bähr Stein Rechtsanwälte (to the inclusion of their German law opinion as Exhibit 5.2 and the use of their name in the prospectus).

Exhibit 107: Filing Fee Table, setting forth the calculation of the registration fee payable to the SEC. The filing fee will be calculated based on the proposed maximum aggregate offering price of all securities being registered (both ADSs and underlying ordinary shares), at the fee rate then in effect under Section 6(b) of the Securities Act.

Powers of Attorney: Each person signing the Form F-1 on behalf of Halcyon will execute a power of attorney authorizing designated persons to sign the registration statement and any amendments thereto on his or her behalf. The powers of attorney will be filed as exhibits to the registration statement.

It is important to note that the Deposit Agreement (Exhibit 4.1) and the Form of American Depositary Receipt (Exhibit 4.2) are exhibits to the Form F-1 but also serve as the principal exhibits to the Form F-6 (Exhibits (a) and (b), respectively). Accordingly, strict coordination is required to ensure that identical versions of these documents are filed with both registration statements. Any amendment to the Deposit Agreement during the SEC review process must be reflected in both the Form F-1 and the Form F-6 simultaneously. Audrey Zhou has been assigned responsibility for maintaining version control over these shared exhibits and coordinating updates across both filings.

F. Confidential Submission Process

Halcyon intends to submit the Form F-1 registration statement confidentially to the SEC pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and Regulation S-K Item 1601, which permit foreign private issuers to submit draft registration statements on a confidential basis for review by the SEC staff prior to public filing. This confidential submission process is also available to "emerging growth companies" under the JOBS Act, but Halcyon's use of the process is based on its status as an FPI, which provides a separate and independent basis for confidential submission without the revenue limitations applicable to emerging growth companies.

The target date for confidential submission of the Form F-1 to the SEC is April 14, 2026. This date has been selected to allow sufficient time for SEC review and at least one round of comments and amendments before the targeted public filing date.

Under applicable SEC rules, the registration statement must be publicly filed at least 15 days before the date on which Halcyon commences a "road show" (as defined in Securities Act Rule 433(h)(4)) in connection with the Offering. Based on a targeted roadshow launch date of June 23, 2026, the public filing of the Form F-1 must occur no later than June 8, 2026. We recommend targeting public filing on that date to provide maximum flexibility.

The anticipated SEC review timeline is as follows:

• Confidential Submission: April 14, 2026

• Estimated First Comment Letter from SEC: May 12, 2026 (approximately 28 days after submission, consistent with current SEC staff review timelines for FPI IPOs)

• Amendment No. 1 (Responsive to Comments): May 26, 2026

• Possible Second Round of Comments: Early-to-mid June 2026 (if necessary)

• Public Filing of Form F-1: June 8, 2026

• Effectiveness Target: June 22, 2026

• Roadshow Launch: June 23, 2026

All confidential draft submissions will be made electronically through the SEC's EDGAR system and will be treated as non-public until the registration statement is publicly filed. Upon public filing, all prior confidential submissions and SEC comment letters will become publicly available on EDGAR.

IV. Form F-6 Registration Statement

A. Legal Basis and Purpose

Form F-6 is a specialized registration form promulgated under the Securities Act that is used solely to register depositary shares (ADSs) evidenced by American Depositary Receipts issued by a depositary against the deposit of the securities of a foreign private issuer. Form F-6 is the exclusive means of registering an ADR depositary facility under the Securities Act. Unlike Form F-1, which is a general-purpose registration form covering a wide range of offering transactions, Form F-6 has a narrow and specific function: it registers the ongoing program under which the Depositary issues ADSs, rather than any particular offering of ADSs.

The registrant on the Form F-6 is Meridian Trust Company, N.A. — the Depositary — and not Halcyon Semiconductor AG. This is a fundamental distinction from the Form F-1 (on which Halcyon is the registrant). The SEC treats the Depositary's issuance of ADSs as a separate securities offering from the issuer's offer and sale of the underlying shares, and accordingly requires the Depositary to file its own registration statement covering the ADSs it issues.

The Form F-6 registers the ADR facility as an ongoing program, covering all ADSs that may be issued from time to time by the Depositary under the Deposit Agreement. This includes ADSs issued in connection with the IPO (which are also registered on the Form F-1), as well as ADSs issued in the future upon deposit of ordinary shares acquired by investors on the Frankfurt Stock Exchange or in other transactions. In this sense, the Form F-6 functions as a "shelf-like" registration statement: once declared effective by the SEC, it covers all future issuances of ADSs under the Deposit Agreement without the need for a new registration statement for each individual ADS issuance.

The Form F-6 is therefore separate and distinct from the Form F-1 offering registration. The Form F-1 registers the specific IPO transaction and the securities being offered and sold therein; the Form F-6 registers the depositary facility itself. Both must be effective before any ADSs may be offered and sold to investors in the United States.

B. Eligibility Conditions for Form F-6

Form F-6 is available to register depositary shares only if certain eligibility conditions are satisfied. These conditions, set forth in the General Instructions to Form F-6, include:

(i) Information Availability. The issuer of the deposited securities (Halcyon) must either (a) furnish information to the SEC pursuant to Rule 12g3-2(b) of the Exchange Act, or (b) be a reporting company under the Exchange Act (i.e., subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act). In the present case, Halcyon will become a reporting company under the Exchange Act upon the effectiveness of the Form F-1 registration statement, at which point it will be required to file annual reports on Form 20-F and current reports on Form 6-K. This will satisfy the information availability requirement. However, because the Form F-6 may be filed before the Form F-1 becomes effective, the Form F-6 should reference Halcyon's intention to become a reporting company and its concurrent filing of the Form F-1.

(ii) Registered or Exempt Transactions. The deposited securities (ordinary shares) must be offered or sold in transactions that are either registered under the Securities Act or exempt from registration. In the IPO context, the ordinary shares deposited in connection with the primary and secondary offerings are registered under the Form F-1. Ordinary shares deposited post-IPO by investors converting Frankfurt-traded shares into ADSs would typically be deposited pursuant to Regulation S or another applicable exemption.

(iii) Withdrawal Rights. Holders of depositary receipts (ADS holders) must be entitled at any time to withdraw the deposited securities, subject only to: (a) temporary delays caused by the closing of transfer books of the Depositary or the issuer, the deposit of shares in connection with voting at shareholders' meetings, or the payment of fees, taxes, and similar charges, (b) compliance with laws or governmental regulations relating to the depositary receipts or the withdrawal of deposited securities, and (c) such other conditions as are specifically permitted by the instructions to Form F-6. The Deposit Agreement must be drafted to ensure compliance with this requirement, and the withdrawal provisions should be carefully reviewed by Audrey Zhou in the drafting process.

(iv) Non-Negotiability. The depositary receipts may not be evidenced by certificates that purport to be "negotiable instruments" (as that term is used in the Uniform Commercial Code). The Form of ADR must be drafted to conform to this requirement. In practice, most modern ADR programs use registered, non-negotiable book-entry ADRs maintained through the facilities of The Depository Trust Company ("DTC"), which complies with this condition.

Halcyon and Meridian Trust will need to confirm compliance with all Form F-6 eligibility conditions before the Form F-6 is filed. Calderwood & Harkness LLP will address compliance with the Form F-6 eligibility conditions in the opinion letter to be filed as Exhibit (d) to the Form F-6.

C. Disclosure and Content Requirements

Form F-6 is substantially less burdensome than Form F-1 in terms of disclosure requirements. Whereas the Form F-1 contains a full prospectus with comprehensive information about the Company, its business, financial condition, risk factors, management, and the terms of the Offering, the Form F-6 does not require any of these disclosures. The Form F-6 does not contain audited financial statements, management's discussion and analysis, risk factors, a business description, or any of the other substantive disclosure items found in the Form F-1 prospectus. The theory underlying this lighter disclosure burden is that investors purchasing ADSs in the IPO will receive the full Form F-1 prospectus, and investors acquiring ADSs in the secondary market or through cross-border conversions will have access to Halcyon's periodic reports filed under the Exchange Act (Form 20-F, Form 6-K).

The content of the Form F-6 is limited to the following:

(i) Cover Page. The cover page of the Form F-6 identifies the Depositary (Meridian Trust Company, N.A.), the issuer of the deposited securities (Halcyon Semiconductor Aktiengesellschaft), the deposited securities (ordinary shares, no par value (Stammaktien ohne Nennbetrag)), the ADS-to-ordinary-share ratio (1 ADS represents 2 ordinary shares), and the exchange on which the ADSs will be listed (Nasdaq Global Select Market, ticker symbol "HCYN"). The cover page also identifies the filing as a registration statement on Form F-6 under the Securities Act and provides the SEC file number.

(ii) Fees and Charges. The Form F-6 includes a description of all fees and charges imposed on ADS holders by the Depositary, including the annual depositary service fee ($0.05 per ADS per annum), issuance fees (charged upon the deposit of ordinary shares and the issuance of ADSs), cancellation fees (charged upon the surrender of ADSs and the withdrawal of deposited ordinary shares), and any other charges (e.g., cable, telex, and facsimile transmission charges, currency conversion expenses, and taxes or governmental charges). The fee disclosure in the Form F-6 must be consistent with the fee schedule set forth in the Deposit Agreement and with the description of ADS-related fees in the Form F-1 prospectus.

(iii) Cross-Reference to Form F-1 Prospectus. The Form F-6 typically includes a statement directing investors to the Form F-1 prospectus (and, after the IPO, to Halcyon's annual reports on Form 20-F and current reports on Form 6-K) for all material information about the Company and the ordinary shares deposited under the ADR program.

(iv) Undertakings. The Form F-6 includes certain undertakings by the Depositary (Meridian Trust), including an undertaking to file post-effective amendments as required and to make available any material information regarding changes to the depositary arrangement.

(v) Exhibits. The exhibits to the Form F-6 are described in Section IV.D below.

D. Exhibit Requirements for Form F-6

The following exhibits are required to be filed with the Form F-6 registration statement:

Exhibit (a): Deposit Agreement, by and among Halcyon Semiconductor AG, Meridian Trust Company, N.A. (as Depositary), and all holders and beneficial owners of ADSs from time to time. Governed by the laws of the State of Delaware. This exhibit must be identical to Exhibit 4.1 of the Form F-1.

Exhibit (b): Form of American Depositary Receipt (included as an exhibit to or a schedule of the Deposit Agreement). This exhibit must be identical to Exhibit 4.2 of the Form F-1.

Exhibit (c): Not applicable or reserved. This exhibit line is sometimes used to file any other agreement or instrument that materially supplements the Deposit Agreement; in the present case, no such supplemental agreement is anticipated.

Exhibit (d): Opinion of counsel (Calderwood & Harkness LLP) as to the legality of the ADSs being registered on Form F-6. This opinion will address: (i) the due authorization, valid issuance, and binding nature of the ADSs to be issued by the Depositary, (ii) compliance with the Form F-6 eligibility conditions described in Section IV.B above, and (iii) such other matters as are customarily addressed in Form F-6 opinion letters. This opinion is separate from the Exhibit 5.1 opinion filed with the Form F-1 and is narrower in scope, focusing specifically on the Form F-6-related requirements rather than the IPO transaction as a whole.

Exhibit (e): Consent of Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, to the extent that financial statements of Halcyon are incorporated by reference from the Form F-1 or from Halcyon's Exchange Act filings into the Form F-6. In practice, the Form F-6 does not contain or incorporate by reference financial statements, and this consent may not be required. However, the issue should be confirmed as part of the final exhibit checklist review.

Powers of Attorney: Powers of attorney for the authorized signatories of Meridian Trust Company, N.A. who will sign the Form F-6 on behalf of the Depositary.

Critical Coordination Point. As noted above, the Deposit Agreement and Form of ADR must be identical in both the Form F-1 and Form F-6 filings. This is not merely a best practice — it is a legal requirement, since both registration statements register securities that are defined by reference to the same Deposit Agreement. Any amendment to the Deposit Agreement during the SEC review of the Form F-1 (whether in response to SEC comments, as a result of negotiations between the parties, or for any other reason) must be simultaneously reflected in the Form F-6, and vice versa. Failure to maintain consistency between the two filings could result in SEC comments, delays to effectiveness, or, in a worst-case scenario, the need to re-file one or both registration statements. Version control over the Deposit Agreement and Form of ADR is therefore essential, and Audrey Zhou has been designated as the single point of coordination for all revisions to these documents.

E. Registrant Identity and Signature Requirements

Meridian Trust Company, N.A. is the registrant and signatory for the Form F-6 registration statement. The Form F-6 will be signed by a duly authorized officer of Meridian Trust; the anticipated signatory is Patricia Novak, Vice President, Depositary Receipts (or such other officer as may be designated by Meridian Trust). If Meridian Trust's internal policies require additional signatures (e.g., from a senior officer or from the depositary receipts legal department), Audrey Zhou should confirm the required signatories with Patricia Novak during the early stages of the drafting process.

Halcyon Semiconductor AG is not a registrant on the Form F-6 and does not sign the Form F-6 registration statement. However, Halcyon is a party to the Deposit Agreement (which is the principal exhibit to the Form F-6) and must provide certain consents and cooperate with the Depositary in the preparation and filing of the Form F-6. Specifically, the Deposit Agreement typically includes a covenant by the issuer to cooperate with the Depositary in maintaining the effectiveness of the Form F-6 registration statement and to provide such information as the Depositary may reasonably request in connection with the filing of post-effective amendments. Halcyon's cooperation obligations should be clearly set forth in the Deposit Agreement and reviewed by the C&H team.

The Form F-6 must be signed by the Depositary (Meridian Trust) and must contain representations about the Depositary's compliance with applicable legal requirements, including the Form F-6 eligibility conditions. The signature page of the Form F-6 will include the standard certification required by Rule 302(b) of Regulation S-T (or such other certification as may be required for EDGAR filings by the Depositary).

V. Filing Sequence and Coordination

A. Recommended Filing Sequence

The following filing sequence is recommended to ensure that the Form F-1 and Form F-6 are coordinated effectively and that both registration statements can be declared effective on or before the targeted effectiveness date of June 22, 2026:

Step 1 — Draft and Finalize Deposit Agreement. The Deposit Agreement is the cornerstone document for both registration statements, and it must be in substantially final form before either registration statement is filed. The drafting process should be initiated promptly, with Audrey Zhou (Calderwood & Harkness LLP, working associate assigned to the Deposit Agreement, Form F-6, and Nasdaq listing application) taking the lead in negotiating and settling the Deposit Agreement with Meridian Trust (Patricia Novak) and, to the extent relevant, with Crestfield Transfer Services (Angela Moretti) on operational provisions (e.g., DTC eligibility, book-entry issuance mechanics, and corporate action processing). German law aspects of the Deposit Agreement (including the sub-custody arrangement with Deutsche Verwahrbank AG) should be coordinated with Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban). The target completion date for a substantially final Deposit Agreement is March 1, 2026, which will allow the Deposit Agreement to be included in the first draft of the Form F-1 to be circulated on March 9, 2026.

Step 2 — File Form F-1 Confidentially. The Form F-1 registration statement, including the substantially final Deposit Agreement and Form of ADR as exhibits, will be submitted confidentially to the SEC under the JOBS Act / FPI confidential submission process. The confidential submission target is April 14, 2026. The Form F-1 filing should include all required exhibits in substantially final form, to the extent practicable, to facilitate the SEC staff's review.

Step 3 — File Form F-6. The Form F-6 may be filed simultaneously with, or shortly after, the confidential submission of the Form F-1. Our recommended approach is to file the Form F-6 shortly after the confidential submission of the Form F-1 (i.e., within one to two weeks of April 14, 2026). This approach allows the SEC staff to review both registration statements concurrently, which minimizes the risk that divergent review timelines will create delays to effectiveness. The SEC's Division of Corporation Finance reviews the Form F-1; the Office of International Corporate Finance (or the applicable industry group within the Division of Corporation Finance) may review the Form F-6. In practice, the Form F-6 review is typically lighter and faster than the Form F-1 review, but it should not be assumed to be pro forma, particularly for first-time ADR programs.

Step 4 — Coordinate Amendments. If the SEC staff's comment letter on the Form F-1 requires changes to the Deposit Agreement, the ADS description, or any other provision that is also reflected in the Form F-6, corresponding amendments to the Form F-6 must be filed simultaneously with or promptly following the filing of the responsive Form F-1 amendment. Amendment No. 1 to the Form F-1 is targeted for May 26, 2026 (approximately two weeks after the estimated receipt of the first comment letter on May 12, 2026). Any conforming amendment to the Form F-6 should be filed concurrently with Amendment No. 1 to the Form F-1. Au

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
TO: Vivienne St. Claire, Robert Adeyemi
FROM: Claire Dempsey, Audrey Zhou
DATE: February 18, 2026
RE: Halcyon Semiconductor AG — Dual Registration Requirements: Form F-1 and Form F-6 for Level III ADR Program
Matter No.: 1032-00003
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I. Executive Summary
The purpose of this memorandum is to analyze the dual registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), applicable to Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company") in connection with its proposed initial public offering (the "IPO" or the "Offering") of American Depositary Shares ("ADSs") in the United States through a Level III American Depositary Receipt ("ADR") program. This memorandum is intended to serve as a comprehensive reference for the deal team as we move into the active drafting and filing phase of the transaction, and to frame the key legal and procedural issues that will require coordination across the multiple workstreams of this engagement.
As discussed below, two separate registration statements must be filed with, and declared effective by, the U.S. Securities and Exchange Commission (the "SEC") before the ADSs may be offered and sold to investors in the United States:
Form F-1: This is the "transactional" registration statement that registers the ADSs and the underlying ordinary shares (Stammaktien) being offered and sold in the IPO. Specifically, the Form F-1 will register the primary issuance of 30,000,000 new ordinary shares (represented by 15,000,000 ADSs) to be issued by Halcyon from its authorized but unissued share capital, and the secondary sale of 12,800,000 existing ordinary shares (represented by 6,400,000 ADSs) by selling shareholders Rheintal Industrieholding GmbH ("Rheintal") and Kestrel Capital Partners AG ("Kestrel"), together with up to 3,210,000 additional ADSs (representing 6,420,000 ordinary shares) subject to an overallotment option granted to the underwriters. The Form F-1 contains the full prospectus with comprehensive disclosure about the Company, its business, financial condition, risk factors, use of proceeds, and the terms of the offering.
Form F-6: This is the registration statement that registers the ADR depositary facility itself — that is, the ADSs as a class of securities to be issued on an ongoing basis by Meridian Trust Company, N.A. (the "Depositary") against deposits of Halcyon ordinary shares. The Form F-6 is filed by the Depositary (not by Halcyon) and serves as a "shelf-like" registration covering all ADSs that may be issued under the Deposit Agreement, both in connection with the IPO and in subsequent transactions (e.g., cross-border conversions of Frankfurt-traded ordinary shares into ADSs by investors).
The base deal of the Offering contemplates the sale of 21,400,000 ADSs (representing 42,800,000 ordinary shares) at a targeted price range of $39.00 to $45.00 per ADS, yielding targeted gross proceeds of approximately $900,000,000 at the midpoint of the range. When combined with the overallotment option, total gross proceeds could reach approximately $1,034,820,000. Primary proceeds to Halcyon (after deducting the underwriting discount of 3.50%) are expected to be approximately $607,950,000 at the midpoint of the range based on the base deal primary component. Selling shareholders are expected to receive approximately $260,550,000 in net secondary proceeds (before selling shareholder expenses) based on the midpoint.
Halcyon qualifies as a "foreign private issuer" ("FPI") under Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and accordingly is permitted to use the F-series registration forms promulgated under the Securities Act. This FPI status has been confirmed based on an analysis of the Company's shareholder base, board composition, and management domicile, as set forth in the separate FPI analysis memorandum circulated on January 22, 2026.
The Company proposes to list the ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN." Halcyon's ordinary shares are currently listed on the Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment, and will continue to be traded on the Frankfurt Stock Exchange following the completion of the IPO. The ADR ratio for the program is 1 ADS to 2 ordinary shares (i.e., each ADS represents the right to receive two ordinary shares deposited with the Depositary's sub-custodian in Germany).
The underwriting syndicate for the Offering will be led by Westbridge Securities LLC, as lead bookrunner and representative of the underwriters, with Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC serving as co-managers.
This memorandum addresses the following topics in detail: (i) the legal basis for each registration statement, (ii) the distinct purposes served by Form F-1 and Form F-6, (iii) the specific disclosure, exhibit, and signature requirements applicable to each form, (iv) the recommended filing sequence and coordination between the two registration statements during the SEC review process, (v) practical drafting considerations relating to the Deposit Agreement, opinion letters, and German corporate authorizations, and (vi) post-effectiveness maintenance obligations. A detailed timeline and action item list is set forth in Section IX.
II. Background: Level III ADR Program Structure
A. Overview of ADR Levels
American Depositary Receipt programs are classified into three levels under the SEC's regulatory framework, each with distinct registration, reporting, and listing requirements. An understanding of these distinctions is essential to appreciating why Halcyon's proposed program requires the comprehensive registration approach described in this memorandum.
Level I ADR Programs. A Level I ADR program permits a foreign issuer's securities to trade in the United States on the over-the-counter ("OTC") market, without listing on a national securities exchange and without requiring SEC registration of the underlying shares under the Securities Act. The depositary files a registration statement on Form F-6, but the foreign issuer's securities are traded pursuant to an exemption from Securities Act registration (typically under Rule 12g3-2(b) of the Exchange Act, which provides an exemption from Exchange Act reporting for foreign private issuers that make home country information available in English). Level I programs involve the least regulatory burden; the foreign issuer is not required to reconcile its financial statements to U.S. GAAP or IFRS as issued by the IASB, and it is not required to file annual reports on Form 20-F or current reports on Form 6-K. Level I ADRs trade on the OTC Pink Sheets or OTCQX marketplace and generally attract limited institutional participation in the United States.
Level II ADR Programs. A Level II ADR program enables listing of the ADSs on a U.S. national securities exchange (e.g., NYSE, Nasdaq) without a capital-raising component. The depositary files a registration statement on Form F-6, and the foreign issuer registers the ADSs (and, by extension, the underlying securities) under Section 12(b) of the Exchange Act by filing a registration statement on Form 20-F. However, because no new capital is raised, there is no need to file a Securities Act registration statement on Form F-1 or Form F-3. The foreign issuer becomes subject to ongoing Exchange Act reporting obligations, including annual reports on Form 20-F and current reports on Form 6-K. Level II programs are appropriate for companies that desire the visibility and liquidity benefits of a U.S. exchange listing but do not need to raise capital in connection with the establishment of the ADR program.
Level III ADR Programs. A Level III ADR program is the most comprehensive form of ADR program. It requires full registration under the Securities Act of the ADSs being offered in a public offering (whether an IPO or a subsequent offering), as well as registration of the ADR facility on Form F-6. The foreign issuer files a registration statement on Form F-1 (or, if eligible, Form F-3) to register the specific offering transaction and concurrently becomes subject to full Exchange Act reporting obligations. A Level III program enables the foreign issuer to raise capital from U.S. investors while listing ADSs on a U.S. national securities exchange, and it imposes the most comprehensive SEC disclosure and ongoing reporting requirements.
Halcyon has elected a Level III program because it seeks to raise approximately $630,000,000 in net primary proceeds (after the underwriting discount) to fund the expansion of its Fab 3 manufacturing facility in Dresden, invest in next-generation gallium nitride ("GaN") research and development, repay a portion of its outstanding revolving credit facility, and provide additional working capital. Additionally, the Company's management and board have determined that a Nasdaq listing will enhance Halcyon's visibility with institutional investors in the United States and provide a liquid secondary market for ADSs, complementing the existing listing of ordinary shares on the Frankfurt Stock Exchange. The Level III program imposes the most comprehensive SEC disclosure and ongoing reporting obligations, including annual reports on Form 20-F and current reports on Form 6-K, as well as compliance with the Sarbanes-Oxley Act of 2002 and the corporate governance requirements of the Nasdaq Stock Market.
B. Role of the Depositary
Meridian Trust Company, N.A. (101 Barclay Street, New York, NY 10286; key contact: Patricia Novak, Vice President, Depositary Receipts) has been engaged to serve as the Depositary for Halcyon's ADR program. Meridian Trust is one of the leading depositary banks in the United States and currently acts as depositary for over 200 sponsored ADR programs across all three levels.
The Depositary's primary function is to hold, through a German sub-custodian (expected to be Deutsche Verwahrbank AG, Frankfurt am Main), the deposited ordinary shares of Halcyon and to issue ADSs (evidenced by American Depositary Receipts, or "ADRs") to investors in the United States and internationally. When ordinary shares are deposited with the sub-custodian, the Depositary issues the corresponding number of ADSs to the depositor (or its designee). Conversely, when an ADS holder surrenders ADSs for cancellation, the Depositary instructs the sub-custodian to release the underlying ordinary shares to the holder or the holder's designee.
The rights and obligations of the Depositary, Halcyon, and ADS holders are governed by a Deposit Agreement (the "Deposit Agreement") to be entered into among Halcyon, Meridian Trust, and all holders and beneficial owners of ADSs from time to time. The Deposit Agreement will be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The Deposit Agreement will address, among other things: (i) the deposit and withdrawal of ordinary shares, (ii) the issuance and cancellation of ADSs, (iii) the distribution of dividends and other payments to ADS holders, (iv) the voting of ordinary shares at shareholder meetings, (v) the Depositary's fees and charges, (vi) the Depositary's obligations and liability limitations, (vii) amendment and termination of the Deposit Agreement, and (viii) the treatment of pre-emptive rights and other corporate actions.
The annual depositary service fee has been agreed at $0.05 per ADS per annum, payable by ADS holders. In addition, ADS holders will be subject to customary issuance and cancellation fees, as well as charges for the conversion of foreign currency into U.S. dollars and the distribution of dividends and other cash payments. The complete fee schedule will be set forth in the Deposit Agreement and disclosed in both the Form F-1 prospectus and the Form F-6 registration statement.
Crestfield Transfer Services Inc. (6201 15th Avenue, Brooklyn, NY 11219; key contact: Angela Moretti, Director, Corporate Actions) will serve as the transfer agent and registrar for the ADSs. Crestfield will maintain the register of ADS holders and process transfers, exchanges, and cancellations of ADSs in coordination with the Depositary. The engagement of Crestfield has been confirmed and an engagement letter is expected to be executed by March 1, 2026.
C. Securities Being Registered
A foundational point of securities law underpinning the dual-registration requirement is that, for Securities Act purposes, the "securities" being registered in a Level III ADR program include both (i) the ADSs themselves, which are distinct securities issued by the Depositary, and (ii) the underlying ordinary shares represented by the ADSs, which are securities issued by Halcyon. This principle reflects the SEC's longstanding view that an ADS is a security separate and distinct from the underlying deposited security, even though the ADS derives its value from, and represents an indirect economic interest in, the underlying security.
Under SEC staff guidance, both the ADSs and the underlying ordinary shares must be registered under the Securities Act because the offer and sale of ADSs to U.S. investors constitutes, in substance, the offer and sale of two layers of securities: the ADS wrapper and the underlying share. However, it is important to note that the ordinary shares are not separately tradable in the U.S. market — they are deposited with the Depositary's sub-custodian in Germany and can be withdrawn only through the cancellation of ADSs in accordance with the Deposit Agreement. The ordinary shares continue to trade on the Frankfurt Stock Exchange, but are not registered for trading in the United States except as represented by ADSs.
This dual-security characteristic gives rise to the requirement for two registration statements on two different forms: (a) the Form F-1, which registers the specific offer and sale of ADSs and underlying ordinary shares in the IPO transaction, and (b) the Form F-6, which registers the ADR depositary facility itself — i.e., the ongoing program under which the Depositary issues ADSs against deposits of ordinary shares. Each form has its own registrant, its own disclosure requirements, its own exhibit list, and its own SEC review process, though there is significant overlap with respect to the Deposit Agreement and Form of ADR, which are exhibits to both forms.
III. Form F-1 Registration Statement
A. Legal Basis and Purpose
Form F-1 is the general-purpose registration form under the Securities Act available to foreign private issuers. It is the "long-form" registration statement for foreign private issuers that are not eligible for the short-form registration statement on Form F-3. Form F-3 is available only to FPIs that (i) have been subject to Exchange Act reporting requirements for at least 12 calendar months immediately preceding the filing and (ii) have timely filed all required reports during that period. Because Halcyon has not previously been a reporting company under the Exchange Act and does not have a 12-month reporting history, Form F-3 is not available for this transaction. Accordingly, Form F-1 is the appropriate registration form for the IPO.
The Form F-1 registration statement will register the specific offering transaction — that is, the offer and sale to the public, through the underwriting syndicate led by Westbridge Securities LLC, of up to 21,400,000 ADSs in the base deal (comprising 15,000,000 ADSs representing newly issued primary shares and 6,400,000 ADSs representing existing secondary shares) plus up to 3,210,000 additional ADSs pursuant to the underwriters' overallotment option, together with the underlying ordinary shares represented by such ADSs (42,800,000 ordinary shares in the base deal plus up to 6,420,000 ordinary shares subject to the overallotment option, totaling up to 49,220,000 ordinary shares).
The Form F-1 thus registers both the primary offering component and the secondary offering component of the Offering:
Primary Shares: 30,000,000 new ordinary shares (represented by 15,000,000 ADSs) to be issued by Halcyon from its authorized but unissued share capital (genehmigtes Kapital). The gross proceeds from the primary offering will be received by Halcyon and used for the purposes described in the "Use of Proceeds" section of the prospectus.
Secondary Shares: 12,800,000 existing ordinary shares (represented by 6,400,000 ADSs) to be sold by the selling shareholders:
• Rheintal Industrieholding GmbH: 8,500,000 ordinary shares, represented by 4,250,000 ADSs
• Kestrel Capital Partners AG: 4,300,000 ordinary shares, represented by 2,150,000 ADSs
Halcyon will not receive any proceeds from the sale of secondary shares by the selling shareholders; all net proceeds from the secondary component will be paid to Rheintal and Kestrel, respectively.
Overallotment Option: Up to 3,210,000 additional ADSs (representing 6,420,000 ordinary shares), exercisable by the underwriters for 30 days after the date of the Underwriting Agreement, representing 15% of the base deal ADS total. The source of shares for the overallotment (primary, secondary, or a combination) remains subject to discussion with the Company and selling shareholders.
B. Issuer / Registrant
Halcyon Semiconductor Aktiengesellschaft is the sole registrant on the Form F-1 registration statement. The Form F-1 will be signed by Halcyon's duly authorized representatives and will be filed under Halcyon's CIK number (to be obtained from the SEC in advance of the filing).
Critically, Meridian Trust Company, N.A. is not a registrant on the Form F-1. The Depositary's role in connection with the Form F-1 is limited to being a party to the Deposit Agreement (which is an exhibit to the Form F-1) and cooperating with Halcyon in the preparation of the ADS-related disclosure in the prospectus. The Depositary is the registrant on the Form F-6, as discussed in Section IV below.
The selling shareholders — Rheintal Industrieholding GmbH and Kestrel Capital Partners AG — are likewise not registrants on the Form F-1. They are named in the registration statement as selling securityholders and are required to provide certain information for inclusion in the prospectus (including share ownership data and a description of any material relationships with the Company), but they do not sign the Form F-1 as registrants. Each selling shareholder will, however, be required to deliver a power of attorney and custody agreement authorizing the representative of the underwriters to sell ADSs on its behalf and deposit the underlying ordinary shares with the Depositary's sub-custodian.
C. Disclosure Requirements (Part I — Prospectus)
Part I of the Form F-1 registration statement consists of the prospectus, which will be delivered to investors and constitutes the offering document. The prospectus must contain the information required by Part I of Form F-1 (Items 1 through 18), as follows:
Item 1 — Cover Page. The outside front cover page of the prospectus will set forth the key terms of the Offering, including: the number of ADSs being offered (21,400,000 base deal ADSs, plus 3,210,000 overallotment ADSs), the estimated initial public offering price range ($39.00 to $45.00 per ADS), the ADS-to-ordinary-share ratio (1 ADS = 2 ordinary shares), the names of the underwriters (Westbridge Securities LLC, Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC), the proposed Nasdaq Global Select Market listing, the "HCYN" ticker symbol, risk language regarding the offering price, and applicable SEC legends. The cover page will also note the existence of the overallotment option and the identity of selling shareholders.
Item 2 — Inside Front Cover / Table of Contents. The inside front cover page and table of contents will be prepared in accordance with customary practice for F-1 prospectuses and will include dealer prospectus delivery obligation language, disclaimers regarding forward-looking statements, information regarding the availability of documents incorporated by reference (if any), and a detailed table of contents.
Item 3 — Summary. The prospectus summary will include a concise overview of the Company, its business, and the Offering. Key points to be highlighted include:
• Halcyon is a leading European manufacturer of wide-bandgap semiconductor devices, specializing in silicon carbide ("SiC") and gallium nitride ("GaN") chips for the automotive, industrial, and renewable energy markets.
• The Company was founded in 1997 and is headquartered at Maximilianstraße 72, Munich, Germany.
• Halcyon's ordinary shares are listed on the Frankfurt Stock Exchange (FRA: HCY) on the Prime Standard segment, and have been traded on the Frankfurt exchange since 2004.
• As of December 31, 2025, the Company employed approximately 8,400 people across its operations in Germany, the Czech Republic, the United States, Singapore, and China.
• For the fiscal year ended December 31, 2025 (unaudited), the Company reported revenue of approximately €3,820 million and EBITDA of approximately €1,069 million (representing an EBITDA margin of approximately 28.0%).
• The Offering consists of a primary offering of 15,000,000 ADSs (representing 30,000,000 new ordinary shares) by the Company and a secondary offering of 6,400,000 ADSs (representing 12,800,000 existing ordinary shares) by Rheintal and Kestrel, with an overallotment option of up to 3,210,000 additional ADSs.
Item 4 — Risk Factors. Comprehensive risk factor disclosure is required under Securities Act Section 7 and Regulation S-K Item 105 (as applicable to FPIs). The risk factors section will cover, among other categories: (i) risks relating to the Company's business, financial condition, and industry, (ii) risks relating to the Offering and ownership of ADSs, (iii) risks relating to operating in multiple jurisdictions, (iv) risks relating to the Company's dependence on the automotive and industrial sectors, (v) risks relating to intellectual property and technology, (vi) risks relating to the Company's Level III ADR program structure, (vii) risks relating to currency fluctuations (EUR/USD), and (viii) risks relating to the regulatory environment in the European Union and the United States. A separate risk factors draft is being prepared by the C&H team and will be cross-referenced in the Form F-1.
Item 5 — Use of Proceeds. The Form F-1 prospectus will include a detailed description of the intended use of net primary proceeds of approximately $607,950,000 (based on the midpoint of the estimated price range and after deducting the underwriting discount). The allocation of proceeds is currently as follows:
Halcyon will not receive any portion of the proceeds from the sale of secondary shares by Rheintal and Kestrel. The selling shareholders are expected to receive approximately $260,550,000 in net secondary proceeds (based on the midpoint of the price range and after deducting the underwriting discount), which will be retained by each selling shareholder for its own account.
Item 6 — Capitalization and Dilution. This section will present the Company's capitalization on an actual basis and on an as-adjusted basis to give effect to the issuance of 30,000,000 new ordinary shares in the IPO. The share capital of Halcyon immediately prior to the Offering will consist of 215,000,000 ordinary shares outstanding, and immediately following the Offering (assuming no exercise of the overallotment option) will consist of 245,000,000 ordinary shares outstanding. A dilution analysis will be presented on a per-ADS basis showing the difference between the IPO price per ADS and the net tangible book value per ADS after giving effect to the Offering.
Item 7 — Selected Financial Data. Selected consolidated financial data for Halcyon for fiscal years 2023 through 2025, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, will be presented. The following summary data points are expected to be included:
For purposes of the selected financial data and elsewhere in the prospectus, the EUR/USD exchange rate is assumed at 1.078 (the noon buying rate published by the Federal Reserve Bank of New York on December 31, 2025), unless otherwise indicated. Where appropriate, the prospectus will present U.S. dollar convenience translations of key financial data.
Item 8 — MD&A. The management's discussion and analysis of financial condition and results of operations section will be a substantial portion of the prospectus and will include a discussion of (i) the Company's results of operations for fiscal years 2023, 2024, and 2025 (with year-over-year comparisons), (ii) liquidity and capital resources, (iii) critical accounting policies and estimates, (iv) quantitative and qualitative disclosures about market risk (including foreign currency exchange risk, interest rate risk, and commodity price risk), and (v) known trends, uncertainties, and material commitments. The MD&A will be drafted in conformity with Item 5 of Form 20-F and SEC Staff guidance regarding MD&A disclosure for FPIs, and will include discussion of the impact of the Fab 3 expansion on future capital expenditure requirements.
Item 9 — Business Description. The business section will provide a comprehensive description of Halcyon's operations, including: (i) the Company's industry and competitive position within the global wide-bandgap semiconductor market, (ii) the Company's technology portfolio (SiC and GaN device platforms), (iii) the Company's product lines and end-market applications (automotive power electronics, industrial motor drives, renewable energy inverters, and telecommunications infrastructure), (iv) the Company's key customers and supplier relationships, (v) the Company's manufacturing facilities (Munich headquarters and primary wafer fabrication facility ("Fab 1"), Dresden Fab 2, Dresden Fab 3 (under construction, targeted completion Q4 2027), and Brno assembly and testing facility), (vi) material subsidiaries, (vii) intellectual property portfolio, (viii) employees and labor relations, and (ix) regulatory matters. The Company's material subsidiaries include Halcyon Semiconductor USA Inc. (Wilmington, Delaware), Halcyon Power Solutions GmbH (Dresden, Germany), Halcyon Asia Pacific Pte. Ltd. (Singapore), Halcyon Shanghai Semiconductor Co., Ltd. (Shanghai, PRC), and Halcyon Automotive Components s.r.o. (Brno, Czech Republic).
Item 10 — Directors and Senior Management. The prospectus will include biographical information for each member of Halcyon's management board (Vorstand) and supervisory board (Aufsichtsrat). The current members are:
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 (Leiter der Rechtsabteilung) and member of the Vorstand
Aufsichtsrat (Supervisory Board):
• Prof. Dr. Anneliese Voss, Chairperson of the Aufsichtsrat
• Additional members to be listed in the prospectus
The prospectus will include disclosure regarding each director's and officer's principal business activities outside the Company, board committee memberships, and independence determinations (to the extent applicable under Nasdaq listing rules).
Item 11 — Compensation. Executive compensation disclosure will be provided in accordance with the disclosure requirements applicable to foreign private issuers (which permit aggregate, rather than individual, compensation disclosure for the Vorstand and Aufsichtsrat, subject to any additional disclosure required by applicable German law or the German Corporate Governance Code (Deutscher Corporate Governance Kodex)).
Item 12 — Principal Shareholders and Selling Shareholders. This section will disclose the beneficial ownership of the Company's ordinary shares before and after the Offering. Principal shareholders include:
The prospectus will note that Margarethe Wendt, sister of CEO Dr. Friedrich Wendt, is the Managing Director (Geschäftsführerin) of Rheintal Industrieholding GmbH, a family holding company established by the Wendt family. Henrik Sørensen is the Managing Partner of Kestrel Capital Partners AG, a Glenrock Assurance-based private equity firm. The relationships between these selling shareholders and the Company will be disclosed in the prospectus, including in the related-party transactions section.
Item 13 — Related-Party Transactions. The prospectus will disclose all material related-party transactions, including (i) any transactions between Halcyon and Rheintal Industrieholding GmbH or members of the Wendt family, (ii) the Shareholder Agreement (if any) between Rheintal, Kestrel, and the Company, (iii) registration rights, and (iv) any compensation arrangements with Dr. Friedrich Wendt that may be influenced by his familial relationship to Rheintal's Managing Director.
Item 14 — Description of Securities. This section will contain two principal subsections:
Description of Ordinary Shares: A description of Halcyon's ordinary shares (Stammaktien) as they exist under the Company's articles of association (Satzung) and the German Stock Corporation Act (Aktiengesetz, or "AktG"), including share capital, voting rights, dividend rights, pre-emptive rights (Bezugsrecht), liquidation rights, and transfer restrictions (if any).
Description of American Depositary Shares: A detailed description of the terms of the ADSs, including the material provisions of the Deposit Agreement, the ADS-to-ordinary-share ratio, the rights and obligations of ADS holders, dividend and distribution mechanics, voting rights and procedures, the Depositary's fees and charges, limitations on the Depositary's liability, amendment and termination of the Deposit Agreement, and the procedures for depositing and withdrawing ordinary shares. This section will be drafted to be consistent with, and accurately summarize the terms of, the Deposit Agreement (Exhibit 4.1 to the Form F-1).
Item 15 — Taxation. The prospectus will contain a section addressing the material U.S. federal income tax consequences to U.S. holders of acquiring, owning, and disposing of ADSs, as well as a summary of material German tax considerations. Key tax considerations include:
• Germany imposes a statutory withholding tax on dividends paid to non-resident shareholders at a rate of 26.375% (including the solidarity surcharge). Under the United States-Germany income tax treaty, the withholding rate applicable to eligible U.S. treaty beneficiaries is reduced to 15%.
• Halcyon has conducted a preliminary passive foreign investment company ("PFIC") analysis for fiscal year 2025 and has concluded, based on currently available information, that the Company was not a PFIC for fiscal year 2025 and does not expect to be classified as a PFIC for the current or foreseeable future taxable years. This preliminary conclusion will be confirmed in the final tax opinion.
• The tax section will also address the tax treatment of ADS holders who are treated as holding ordinary shares for U.S. federal income tax purposes, the treatment of dividends and capital gains, foreign tax credit considerations, and the applicability of the Medicare contribution tax on net investment income.
The tax opinion will be prepared by Leonard Cross of Calderwood & Harkness LLP and filed as Exhibit 8.1 to the Form F-1.
Item 16 — Underwriting. The underwriting section will describe the underwriting arrangements for the Offering, including:
• The underwriting syndicate: Westbridge Securities LLC (lead bookrunner and representative of the underwriters), Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC.
• Gross underwriting spread: 3.50% of the public offering price, amounting to approximately $31,500,000 in total (based on gross proceeds of $900,000,000 at the midpoint), allocated among the underwriters as follows:
• The overallotment option: The underwriters will have the option, exercisable for 30 days following the date of the Underwriting Agreement, to purchase up to 3,210,000 additional ADSs (representing 15% of the base deal) at the public offering price less the underwriting discount.
• Lock-up provisions: Halcyon, its directors and executive officers, and the selling shareholders will agree to a 180-day lock-up period following the date of the final prospectus, during which they will not, without the prior written consent of Westbridge Securities, offer, sell, contract to sell, or otherwise dispose of any ordinary shares, ADSs, or securities convertible into or exchangeable for ordinary shares or ADSs (subject to customary exceptions).
• Stabilization activities: The underwriters may engage in stabilization transactions, syndicate short covering transactions, and penalty bids in accordance with Regulation M under the Exchange Act.
Items 17/18 — Financial Statements. The Form F-1 will include audited consolidated financial statements of Halcyon prepared in accordance with IFRS as issued by the IASB for the fiscal years ended December 31, 2023, 2024, and 2025. The independent auditor of Halcyon is Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Frankfurt am Main, Germany; engagement partner: Dieter Kaufmann), which is registered with the Public Company Accounting Oversight Board ("PCAOB") and is authorized to issue audit reports for companies listed in the United States. Comfort letters will be delivered by Blackmere & Whitfield LLP (the U.S. affiliate; contact: Graham Templeton, New York office) on the date of the pricing and on the closing date, in accordance with AU Section 634 (Letters for Underwriters and Certain Other Requesting Parties).
D. Disclosure Requirements (Part II — Information Not Required in Prospectus)
Part II of the Form F-1 registration statement contains information that is not required to be included in the prospectus delivered to investors but is required for SEC filing purposes. Part II includes:
Expenses of Issuance and Distribution. An itemized statement of all expenses incurred by Halcyon in connection with the issuance and distribution of the securities being registered, including SEC registration fees, FINRA filing fees, Nasdaq listing fees, printing costs, legal fees, accounting fees, depositary fees, transfer agent fees, and miscellaneous expenses. All expenses (other than the underwriting discount) will be borne by Halcyon.
Indemnification of Directors and Officers. A description of the provisions of German law and the Company's articles of association relating to the indemnification of directors and officers, including any D&O insurance policies maintained by the Company. The prospectus will also note any provisions of the Underwriting Agreement providing for indemnification of the Company's directors and officers by the underwriters.
Recent Sales of Unregistered Securities. A description of all securities of Halcyon sold within the past three years without registration under the Securities Act, including (if applicable) issuances of ordinary shares to employees under the Company's equity compensation plans, private placements, and conversions of securities. Each such transaction will include a citation to the exemption from registration relied upon.
Exhibits and Financial Statement Schedules. A list of all exhibits filed with the registration statement (see Section III.E below) and any financial statement schedules required to be filed.
Undertakings. The registrant's undertakings required by Item 512 of Regulation S-K, including the Rule 430A undertaking permitting the omission of pricing information from the registration statement at the time of effectiveness, with such information to be supplied by means of a prospectus supplement filed pursuant to Rule 424(b) following pricing. The Rule 430A undertaking is critical for the mechanics of the Offering, as it allows the registration statement to be declared effective before the final offering price is determined.
E. Exhibit Requirements for Form F-1
The following is a summary of the key exhibits to be filed with the Form F-1 registration statement, together with brief descriptions:
Exhibit 1.1: Form of Underwriting Agreement, by and among Halcyon Semiconductor AG, the selling shareholders, and the several underwriters named therein, with Westbridge Securities LLC acting as the representative of the underwriters. The Underwriting Agreement will be governed by the laws of the State of New York. The final form will be filed as an exhibit to the registration statement (or by amendment or by incorporation by reference to a Form 6-K filing following execution).
Exhibit 3.1: Articles of Association (Satzung) of Halcyon Semiconductor Aktiengesellschaft (English translation certified by a sworn translator). The German-language original will be made available upon request.
Exhibit 4.1: Deposit Agreement, by and among Halcyon Semiconductor AG, Meridian Trust Company, N.A. (as Depositary), and all holders and beneficial owners of ADSs from time to time. Governed by the laws of the State of Delaware. This exhibit will be identical to Exhibit (a) of the Form F-6.
Exhibit 4.2: Form of American Depositary Receipt (included as an exhibit to the Deposit Agreement). This exhibit will be identical to Exhibit (b) of the Form F-6.
Exhibit 4.3: Description of ordinary shares (Stammaktien) of Halcyon Semiconductor AG, including a summary of the rights and privileges attached to the ordinary shares under the Company's articles of association and the German Stock Corporation Act.
Exhibit 5.1: Opinion of Calderwood & Harkness LLP (New York, New York) as to the legality of the ADSs being offered in the IPO.
Exhibit 5.2: Opinion of Bähr Stein Rechtsanwälte (Munich, Germany; Dr. Christoph Maurelban, partner) as to the legality of the ordinary shares under German law, including confirmation that the ordinary shares to be issued in the primary offering have been duly authorized and, when issued and paid for, will be validly issued, fully paid, and non-assessable (or the German law equivalent thereof).
Exhibit 8.1: Tax opinion of Calderwood & Harkness LLP (Leonard Cross, tax partner) regarding certain U.S. federal income tax consequences of the acquisition, ownership, and disposition of ADSs by U.S. holders.
Exhibits 10.1 et seq.: Material contracts of the Company, including (as applicable) credit facility agreements, joint venture agreements, material customer and supply contracts, intellectual property license agreements, executive employment agreements, and any shareholder agreements among Halcyon and its principal shareholders.
Exhibit 21.1: List of subsidiaries of Halcyon Semiconductor AG, including:
• Halcyon Semiconductor USA Inc. (Wilmington, Delaware, United States)
• Halcyon Power Solutions GmbH (Dresden, Germany)
• Halcyon Asia Pacific Pte. Ltd. (Singapore)
• Halcyon Shanghai Semiconductor Co., Ltd. (Shanghai, People's Republic of China)
• Halcyon Automotive Components s.r.o. (Brno, Czech Republic)
Exhibit 23.1: Consent of Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (independent auditors) to the inclusion of their audit report in the Form F-1 registration statement and any amendments thereto.
Exhibit 23.2: Consent of Calderwood & Harkness LLP (to the extent any C&H opinion is filed as an exhibit and the consent is required under Item 601 of Regulation S-K).
Exhibit 23.3: Consent of Bähr Stein Rechtsanwälte (to the inclusion of their German law opinion as Exhibit 5.2 and the use of their name in the prospectus).
Exhibit 107: Filing Fee Table, setting forth the calculation of the registration fee payable to the SEC. The filing fee will be calculated based on the proposed maximum aggregate offering price of all securities being registered (both ADSs and underlying ordinary shares), at the fee rate then in effect under Section 6(b) of the Securities Act.
Powers of Attorney: Each person signing the Form F-1 on behalf of Halcyon will execute a power of attorney authorizing designated persons to sign the registration statement and any amendments thereto on his or her behalf. The powers of attorney will be filed as exhibits to the registration statement.
It is important to note that the Deposit Agreement (Exhibit 4.1) and the Form of American Depositary Receipt (Exhibit 4.2) are exhibits to the Form F-1 but also serve as the principal exhibits to the Form F-6 (Exhibits (a) and (b), respectively). Accordingly, strict coordination is required to ensure that identical versions of these documents are filed with both registration statements. Any amendment to the Deposit Agreement during the SEC review process must be reflected in both the Form F-1 and the Form F-6 simultaneously. Audrey Zhou has been assigned responsibility for maintaining version control over these shared exhibits and coordinating updates across both filings.
F. Confidential Submission Process
Halcyon intends to submit the Form F-1 registration statement confidentially to the SEC pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and Regulation S-K Item 1601, which permit foreign private issuers to submit draft registration statements on a confidential basis for review by the SEC staff prior to public filing. This confidential submission process is also available to "emerging growth companies" under the JOBS Act, but Halcyon's use of the process is based on its status as an FPI, which provides a separate and independent basis for confidential submission without the revenue limitations applicable to emerging growth companies.
The target date for confidential submission of the Form F-1 to the SEC is April 14, 2026. This date has been selected to allow sufficient time for SEC review and at least one round of comments and amendments before the targeted public filing date.
Under applicable SEC rules, the registration statement must be publicly filed at least 15 days before the date on which Halcyon commences a "road show" (as defined in Securities Act Rule 433(h)(4)) in connection with the Offering. Based on a targeted roadshow launch date of June 23, 2026, the public filing of the Form F-1 must occur no later than June 8, 2026. We recommend targeting public filing on that date to provide maximum flexibility.
The anticipated SEC review timeline is as follows:
• Confidential Submission: April 14, 2026
• Estimated First Comment Letter from SEC: May 12, 2026 (approximately 28 days after submission, consistent with current SEC staff review timelines for FPI IPOs)
• Amendment No. 1 (Responsive to Comments): May 26, 2026
• Possible Second Round of Comments: Early-to-mid June 2026 (if necessary)
• Public Filing of Form F-1: June 8, 2026
• Effectiveness Target: June 22, 2026
• Roadshow Launch: June 23, 2026
All confidential draft submissions will be made electronically through the SEC's EDGAR system and will be treated as non-public until the registration statement is publicly filed. Upon public filing, all prior confidential submissions and SEC comment letters will become publicly available on EDGAR.
IV. Form F-6 Registration Statement
A. Legal Basis and Purpose
Form F-6 is a specialized registration form promulgated under the Securities Act that is used solely to register depositary shares (ADSs) evidenced by American Depositary Receipts issued by a depositary against the deposit of the securities of a foreign private issuer. Form F-6 is the exclusive means of registering an ADR depositary facility under the Securities Act. Unlike Form F-1, which is a general-purpose registration form covering a wide range of offering transactions, Form F-6 has a narrow and specific function: it registers the ongoing program under which the Depositary issues ADSs, rather than any particular offering of ADSs.
The registrant on the Form F-6 is Meridian Trust Company, N.A. — the Depositary — and not Halcyon Semiconductor AG. This is a fundamental distinction from the Form F-1 (on which Halcyon is the registrant). The SEC treats the Depositary's issuance of ADSs as a separate securities offering from the issuer's offer and sale of the underlying shares, and accordingly requires the Depositary to file its own registration statement covering the ADSs it issues.
The Form F-6 registers the ADR facility as an ongoing program, covering all ADSs that may be issued from time to time by the Depositary under the Deposit Agreement. This includes ADSs issued in connection with the IPO (which are also registered on the Form F-1), as well as ADSs issued in the future upon deposit of ordinary shares acquired by investors on the Frankfurt Stock Exchange or in other transactions. In this sense, the Form F-6 functions as a "shelf-like" registration statement: once declared effective by the SEC, it covers all future issuances of ADSs under the Deposit Agreement without the need for a new registration statement for each individual ADS issuance.
The Form F-6 is therefore separate and distinct from the Form F-1 offering registration. The Form F-1 registers the specific IPO transaction and the securities being offered and sold therein; the Form F-6 registers the depositary facility itself. Both must be effective before any ADSs may be offered and sold to investors in the United States.
B. Eligibility Conditions for Form F-6
Form F-6 is available to register depositary shares only if certain eligibility conditions are satisfied. These conditions, set forth in the General Instructions to Form F-6, include:
(i) Information Availability. The issuer of the deposited securities (Halcyon) must either (a) furnish information to the SEC pursuant to Rule 12g3-2(b) of the Exchange Act, or (b) be a reporting company under the Exchange Act (i.e., subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act). In the present case, Halcyon will become a reporting company under the Exchange Act upon the effectiveness of the Form F-1 registration statement, at which point it will be required to file annual reports on Form 20-F and current reports on Form 6-K. This will satisfy the information availability requirement. However, because the Form F-6 may be filed before the Form F-1 becomes effective, the Form F-6 should reference Halcyon's intention to become a reporting company and its concurrent filing of the Form F-1.
(ii) Registered or Exempt Transactions. The deposited securities (ordinary shares) must be offered or sold in transactions that are either registered under the Securities Act or exempt from registration. In the IPO context, the ordinary shares deposited in connection with the primary and secondary offerings are registered under the Form F-1. Ordinary shares deposited post-IPO by investors converting Frankfurt-traded shares into ADSs would typically be deposited pursuant to Regulation S or another applicable exemption.
(iii) Withdrawal Rights. Holders of depositary receipts (ADS holders) must be entitled at any time to withdraw the deposited securities, subject only to: (a) temporary delays caused by the closing of transfer books of the Depositary or the issuer, the deposit of shares in connection with voting at shareholders' meetings, or the payment of fees, taxes, and similar charges, (b) compliance with laws or governmental regulations relating to the depositary receipts or the withdrawal of deposited securities, and (c) such other conditions as are specifically permitted by the instructions to Form F-6. The Deposit Agreement must be drafted to ensure compliance with this requirement, and the withdrawal provisions should be carefully reviewed by Audrey Zhou in the drafting process.
(iv) Non-Negotiability. The depositary receipts may not be evidenced by certificates that purport to be "negotiable instruments" (as that term is used in the Uniform Commercial Code). The Form of ADR must be drafted to conform to this requirement. In practice, most modern ADR programs use registered, non-negotiable book-entry ADRs maintained through the facilities of The Depository Trust Company ("DTC"), which complies with this condition.
Halcyon and Meridian Trust will need to confirm compliance with all Form F-6 eligibility conditions before the Form F-6 is filed. Calderwood & Harkness LLP will address compliance with the Form F-6 eligibility conditions in the opinion letter to be filed as Exhibit (d) to the Form F-6.
C. Disclosure and Content Requirements
Form F-6 is substantially less burdensome than Form F-1 in terms of disclosure requirements. Whereas the Form F-1 contains a full prospectus with comprehensive information about the Company, its business, financial condition, risk factors, management, and the terms of the Offering, the Form F-6 does not require any of these disclosures. The Form F-6 does not contain audited financial statements, management's discussion and analysis, risk factors, a business description, or any of the other substantive disclosure items found in the Form F-1 prospectus. The theory underlying this lighter disclosure burden is that investors purchasing ADSs in the IPO will receive the full Form F-1 prospectus, and investors acquiring ADSs in the secondary market or through cross-border conversions will have access to Halcyon's periodic reports filed under the Exchange Act (Form 20-F, Form 6-K).
The content of the Form F-6 is limited to the following:
(i) Cover Page. The cover page of the Form F-6 identifies the Depositary (Meridian Trust Company, N.A.), the issuer of the deposited securities (Halcyon Semiconductor Aktiengesellschaft), the deposited securities (ordinary shares, no par value (Stammaktien ohne Nennbetrag)), the ADS-to-ordinary-share ratio (1 ADS represents 2 ordinary shares), and the exchange on which the ADSs will be listed (Nasdaq Global Select Market, ticker symbol "HCYN"). The cover page also identifies the filing as a registration statement on Form F-6 under the Securities Act and provides the SEC file number.
(ii) Fees and Charges. The Form F-6 includes a description of all fees and charges imposed on ADS holders by the Depositary, including the annual depositary service fee ($0.05 per ADS per annum), issuance fees (charged upon the deposit of ordinary shares and the issuance of ADSs), cancellation fees (charged upon the surrender of ADSs and the withdrawal of deposited ordinary shares), and any other charges (e.g., cable, telex, and facsimile transmission charges, currency conversion expenses, and taxes or governmental charges). The fee disclosure in the Form F-6 must be consistent with the fee schedule set forth in the Deposit Agreement and with the description of ADS-related fees in the Form F-1 prospectus.
(iii) Cross-Reference to Form F-1 Prospectus. The Form F-6 typically includes a statement directing investors to the Form F-1 prospectus (and, after the IPO, to Halcyon's annual reports on Form 20-F and current reports on Form 6-K) for all material information about the Company and the ordinary shares deposited under the ADR program.
(iv) Undertakings. The Form F-6 includes certain undertakings by the Depositary (Meridian Trust), including an undertaking to file post-effective amendments as required and to make available any material information regarding changes to the depositary arrangement.
(v) Exhibits. The exhibits to the Form F-6 are described in Section IV.D below.
D. Exhibit Requirements for Form F-6
The following exhibits are required to be filed with the Form F-6 registration statement:
Exhibit (a): Deposit Agreement, by and among Halcyon Semiconductor AG, Meridian Trust Company, N.A. (as Depositary), and all holders and beneficial owners of ADSs from time to time. Governed by the laws of the State of Delaware. This exhibit must be identical to Exhibit 4.1 of the Form F-1.
Exhibit (b): Form of American Depositary Receipt (included as an exhibit to or a schedule of the Deposit Agreement). This exhibit must be identical to Exhibit 4.2 of the Form F-1.
Exhibit (c): Not applicable or reserved. This exhibit line is sometimes used to file any other agreement or instrument that materially supplements the Deposit Agreement; in the present case, no such supplemental agreement is anticipated.
Exhibit (d): Opinion of counsel (Calderwood & Harkness LLP) as to the legality of the ADSs being registered on Form F-6. This opinion will address: (i) the due authorization, valid issuance, and binding nature of the ADSs to be issued by the Depositary, (ii) compliance with the Form F-6 eligibility conditions described in Section IV.B above, and (iii) such other matters as are customarily addressed in Form F-6 opinion letters. This opinion is separate from the Exhibit 5.1 opinion filed with the Form F-1 and is narrower in scope, focusing specifically on the Form F-6-related requirements rather than the IPO transaction as a whole.
Exhibit (e): Consent of Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, to the extent that financial statements of Halcyon are incorporated by reference from the Form F-1 or from Halcyon's Exchange Act filings into the Form F-6. In practice, the Form F-6 does not contain or incorporate by reference financial statements, and this consent may not be required. However, the issue should be confirmed as part of the final exhibit checklist review.
Powers of Attorney: Powers of attorney for the authorized signatories of Meridian Trust Company, N.A. who will sign the Form F-6 on behalf of the Depositary.
Critical Coordination Point. As noted above, the Deposit Agreement and Form of ADR must be identical in both the Form F-1 and Form F-6 filings. This is not merely a best practice — it is a legal requirement, since both registration statements register securities that are defined by reference to the same Deposit Agreement. Any amendment to the Deposit Agreement during the SEC review of the Form F-1 (whether in response to SEC comments, as a result of negotiations between the parties, or for any other reason) must be simultaneously reflected in the Form F-6, and vice versa. Failure to maintain consistency between the two filings could result in SEC comments, delays to effectiveness, or, in a worst-case scenario, the need to re-file one or both registration statements. Version control over the Deposit Agreement and Form of ADR is therefore essential, and Audrey Zhou has been designated as the single point of coordination for all revisions to these documents.
E. Registrant Identity and Signature Requirements
Meridian Trust Company, N.A. is the registrant and signatory for the Form F-6 registration statement. The Form F-6 will be signed by a duly authorized officer of Meridian Trust; the anticipated signatory is Patricia Novak, Vice President, Depositary Receipts (or such other officer as may be designated by Meridian Trust). If Meridian Trust's internal policies require additional signatures (e.g., from a senior officer or from the depositary receipts legal department), Audrey Zhou should confirm the required signatories with Patricia Novak during the early stages of the drafting process.
Halcyon Semiconductor AG is not a registrant on the Form F-6 and does not sign the Form F-6 registration statement. However, Halcyon is a party to the Deposit Agreement (which is the principal exhibit to the Form F-6) and must provide certain consents and cooperate with the Depositary in the preparation and filing of the Form F-6. Specifically, the Deposit Agreement typically includes a covenant by the issuer to cooperate with the Depositary in maintaining the effectiveness of the Form F-6 registration statement and to provide such information as the Depositary may reasonably request in connection with the filing of post-effective amendments. Halcyon's cooperation obligations should be clearly set forth in the Deposit Agreement and reviewed by the C&H team.
The Form F-6 must be signed by the Depositary (Meridian Trust) and must contain representations about the Depositary's compliance with applicable legal requirements, including the Form F-6 eligibility conditions. The signature page of the Form F-6 will include the standard certification required by Rule 302(b) of Regulation S-T (or such other certification as may be required for EDGAR filings by the Depositary).
V. Filing Sequence and Coordination
A. Recommended Filing Sequence
The following filing sequence is recommended to ensure that the Form F-1 and Form F-6 are coordinated effectively and that both registration statements can be declared effective on or before the targeted effectiveness date of June 22, 2026:
Step 1 — Draft and Finalize Deposit Agreement. The Deposit Agreement is the cornerstone document for both registration statements, and it must be in substantially final form before either registration statement is filed. The drafting process should be initiated promptly, with Audrey Zhou (Calderwood & Harkness LLP, working associate assigned to the Deposit Agreement, Form F-6, and Nasdaq listing application) taking the lead in negotiating and settling the Deposit Agreement with Meridian Trust (Patricia Novak) and, to the extent relevant, with Crestfield Transfer Services (Angela Moretti) on operational provisions (e.g., DTC eligibility, book-entry issuance mechanics, and corporate action processing). German law aspects of the Deposit Agreement (including the sub-custody arrangement with Deutsche Verwahrbank AG) should be coordinated with Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban). The target completion date for a substantially final Deposit Agreement is March 1, 2026, which will allow the Deposit Agreement to be included in the first draft of the Form F-1 to be circulated on March 9, 2026.
Step 2 — File Form F-1 Confidentially. The Form F-1 registration statement, including the substantially final Deposit Agreement and Form of ADR as exhibits, will be submitted confidentially to the SEC under the JOBS Act / FPI confidential submission process. The confidential submission target is April 14, 2026. The Form F-1 filing should include all required exhibits in substantially final form, to the extent practicable, to facilitate the SEC staff's review.
Step 3 — File Form F-6. The Form F-6 may be filed simultaneously with, or shortly after, the confidential submission of the Form F-1. Our recommended approach is to file the Form F-6 shortly after the confidential submission of the Form F-1 (i.e., within one to two weeks of April 14, 2026). This approach allows the SEC staff to review both registration statements concurrently, which minimizes the risk that divergent review timelines will create delays to effectiveness. The SEC's Division of Corporation Finance reviews the Form F-1; the Office of International Corporate Finance (or the applicable industry group within the Division of Corporation Finance) may review the Form F-6. In practice, the Form F-6 review is typically lighter and faster than the Form F-1 review, but it should not be assumed to be pro forma, particularly for first-time ADR programs.
Step 4 — Coordinate Amendments. If the SEC staff's comment letter on the Form F-1 requires changes to the Deposit Agreement, the ADS description, or any other provision that is also reflected in the Form F-6, corresponding amendments to the Form F-6 must be filed simultaneously with or promptly following the filing of the responsive Form F-1 amendment. Amendment No. 1 to the Form F-1 is targeted for May 26, 2026 (approximately two weeks after the estimated receipt of the first comment letter on May 12, 2026). Any conforming amendment to the Form F-6 should be filed concurrently with Amendment No. 1 to the Form F-1. Au

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