PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 42nd Floor New York, NY 10006
MEMORANDUM
To: Dr. Friedrich Wendt, Chief Executive Officer, Halcyon Semiconductor AG Katarina Dalmqvist, Chief Financial Officer, Halcyon Semiconductor AG Wilhelm Ostermann, General Counsel, Halcyon Semiconductor AG
From: Vivienne St. Claire, Partner; Claire Dempsey, Associate — Calderwood & Harkness LLP
Date: February 3, 2026
Re: Foreign Private Issuer Status Analysis — Halcyon Semiconductor Aktiengesellschaft
Matter No.: 1032-00003
Right-click to update Table of Contents
I. Executive Summary
Calderwood & Harkness LLP has been engaged as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company"), a German Aktiengesellschaft incorporated in Munich, Bavaria, and listed on the Frankfurt Stock Exchange (FRA: HCY, Prime Standard segment), in connection with its prospective initial public offering of American Depositary Shares ("ADSs") in the United States via a Level III American Depositary Receipt ("ADR") program and proposed listing on the Nasdaq Global Select Market. The purpose of this memorandum is to analyze whether Halcyon qualifies as a "foreign private issuer" ("FPI") as that term is defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 405 under the Securities Act of 1933, as amended (the "Securities Act").
The determination of FPI status is a critical threshold question for the structuring of Halcyon's US offering and its ongoing regulatory obligations. FPI status determines the applicable registration, reporting, and corporate governance framework under US federal securities laws. If Halcyon qualifies as a foreign private issuer, it will be entitled to register its ADSs on Form F-1 (rather than Form S-1) for the registration statement, file annual reports on Form 20-F (rather than Form 10-K), furnish current reports on Form 6-K (rather than file current reports on Form 8-K), benefit from exemptions from US proxy solicitation rules under Section 14 of the Exchange Act, benefit from exemptions from the short-swing profit disgorgement rules under Section 16 of the Exchange Act, present financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") without reconciliation to US GAAP, and claim eligibility for certain corporate governance exemptions available under Nasdaq Listing Rule 5615(a)(3) for foreign private issuers that follow home-country practices.
Conclusion: Based on the analysis set forth in this memorandum, Halcyon satisfies the definition of a foreign private issuer under Rule 3b-4 of the Exchange Act and Rule 405 of the Securities Act. More than 50% of Halcyon's outstanding voting securities are held by non-US residents — indeed, our analysis indicates that US residents hold only approximately 7.8% of outstanding voting securities at the high end of the estimate — and even if the US Shareholder Test threshold were met, none of the US-nexus disqualifying conditions would apply in Halcyon's case. Accordingly, Halcyon is not disqualified from FPI status under either prong of the applicable regulatory test.
We note that FPI status must be re-tested on an annual basis, as of the last business day of the issuer's most recently completed second fiscal quarter. For the purpose of an initial determination in connection with Halcyon's prospective registration, the test must be applied as of a date within 30 days before the filing (or confidential submission) of the registration statement. The target date for confidential submission of the draft registration statement on Form F-1 to the Securities and Exchange Commission (the "SEC" or the "Commission") is April 14, 2026. Accordingly, the formal determination date will be a date in mid-March 2026. This memorandum utilizes shareholder data and corporate information as of January 10, 2026, and its conclusions should be updated and confirmed using the most current data available closer to the filing date.
II. Applicable Legal Framework
A. Statutory and Regulatory Basis
The concept of a "foreign private issuer" is defined in two substantially identical provisions of the federal securities regulations: Rule 3b-4(a) under the Exchange Act (17 C.F.R. § 240.3b-4(a)) and Rule 405 under the Securities Act (17 C.F.R. § 230.405). These parallel definitions establish a uniform standard for determining whether a foreign-organized issuer is entitled to the differential treatment afforded to foreign private issuers throughout the US securities regulatory framework.
Under these provisions, any issuer incorporated or organized under the laws of a foreign country is presumptively a "foreign private issuer" unless it fails a specific two-part disqualification test described in detail below. The threshold requirement — that the issuer be incorporated or organized under the laws of a jurisdiction outside the United States — functions as a gateway condition. If an issuer is organized under the laws of a US state or territory, it cannot qualify as a foreign private issuer regardless of its operational or ownership profile.
Halcyon Semiconductor AG is incorporated under the laws of the Federal Republic of Germany as an Aktiengesellschaft, a form of public stock corporation governed by the German Stock Corporation Act (Aktiengesetz, "AktG"). The Company is registered in Munich, Bavaria, with the Commercial Register of the Local Court of Munich (Handelsregister, Amtsgericht München) under registration number HRB 217458. Accordingly, the threshold requirement that the issuer be incorporated or organized under the laws of a foreign country is satisfied, and the analysis proceeds to the two-part disqualification test.
B. Two-Part Test Under Rule 3b-4
Under Rule 3b-4(a), a foreign-organized issuer is not a foreign private issuer if both of the following conditions are true:
(1) The US Shareholder Test (Prong 1): More than 50% of the issuer's outstanding voting securities are directly or indirectly held of record by residents of the United States; AND
(2) Any One of the US-Nexus Disqualifiers (Prong 2): Any of the following conditions applies:
(a) The majority of the executive officers or directors of the issuer are United States citizens or United States residents; OR
(b) More than 50% of the assets of the issuer are located in the United States; OR
(c) The business of the issuer is administered principally in the United States.
It is critical to emphasize the conjunctive structure of this test. An issuer fails FPI status — and is thus treated as a domestic issuer for US securities law purposes — only if both Prong 1 and at least one sub-prong of Prong 2 are satisfied. If the US Shareholder Test under Prong 1 is not triggered (i.e., 50% or fewer of the outstanding voting securities are held of record by US residents), the issuer qualifies as an FPI regardless of the outcome of the US-nexus factor analysis under Prong 2. Conversely, even if more than 50% of voting securities are held by US residents, the issuer remains an FPI so long as none of the three US-nexus disqualifying conditions in Prong 2 is met.
This conjunctive structure reflects the Commission's recognition that many foreign issuers may have substantial US shareholder bases yet remain fundamentally foreign in their management, operations, and governance, and that imposing the full panoply of domestic US reporting and governance requirements on such issuers would be both burdensome and unnecessary given the existence of robust home-country regulatory regimes.
C. Timing of Determination
The timing of the FPI determination varies depending on the context:
Initial Registration. For an issuer that is filing a registration statement for the first time under the Securities Act or the Exchange Act, FPI status must be determined as of a date within 30 days before the filing of the registration statement. In the case of a confidential submission of a draft registration statement pursuant to Section 6(e) of the Securities Act (as available to emerging growth companies and foreign private issuers), the determination should be made as of a date within 30 days before the initial confidential submission. Given Halcyon's target confidential submission date of April 14, 2026, the relevant determination date will fall approximately in mid-March 2026 — no earlier than March 15, 2026.
Annual Re-Assessment. For issuers that are already reporting under the Exchange Act, FPI status must be re-assessed as of the last business day of the issuer's most recently completed second fiscal quarter. Halcyon operates on a calendar fiscal year (fiscal year ending December 31), and accordingly the relevant annual re-testing date will be the last business day of June in each year (approximately June 30).
Transition Upon Loss of FPI Status. If an issuer determines, upon its annual re-assessment, that it no longer qualifies as a foreign private issuer, it is required to begin filing as a domestic issuer starting on the first day of the fiscal year following the determination date. For example, if Halcyon were to lose FPI status as of June 30 of a given year, it would be required to begin filing domestic reporting forms (i.e., Form 10-K, Form 10-Q, and Form 8-K) effective January 1 of the following fiscal year. The transition also requires compliance with the proxy solicitation rules, Section 16 reporting requirements, and domestic corporate governance standards.
D. Relevant SEC Guidance
Several interpretive positions of the SEC staff provide additional guidance on the application of the FPI test:
"Held of Record" Determination. For purposes of the US Shareholder Test in Rule 3b-4, the term "held of record" is determined in accordance with Rule 12g5-1 under the Exchange Act. Rule 12g5-1 generally looks to record holders, but the Commission has made clear — through amendments to the rule and in staff guidance — that an issuer must undertake a "reasonable inquiry" into the beneficial ownership of shares held through nominees, broker-dealers, banks, and other intermediaries, as well as through foreign depositories and clearing systems.
In practice, this means that Halcyon cannot simply rely on the identity of record holders appearing on the share register maintained by Ashgrove Enterprises Banking AG, the central securities depository through which its ordinary shares are held. Rather, Halcyon must look through these nominee and depository arrangements to identify the geographic distribution of beneficial holders, using shareholder identification studies and other reasonably available information.
SEC Staff Interpretive Guidance. The Commission's staff has provided guidance through various no-action letters and Compliance and Disclosure Interpretations ("C&DIs") addressing, among other things, (i) the appropriate methodology for estimating the percentage of US holders when shares are held through omnibus accounts and foreign custodians; (ii) the treatment of dual-listed securities and ADR holders; and (iii) the application of the US-nexus disqualifiers to issuers with two-tier board structures, such as the Vorstand/Aufsichtsrat structure employed by German Aktiengesellschaften. With respect to the last point, the SEC staff has indicated that both management board members (Vorstand) and supervisory board members (Aufsichtsrat) should be considered "directors" or "executive officers" for purposes of the Rule 3b-4(a)(2)(i) analysis, as both boards perform functions equivalent to those of a unitary board of directors under US corporate law.
III. Analysis: US Shareholder Test (Prong 1)
A. Overview of Share Capital
As of January 10, 2026, Halcyon has 215,000,000 ordinary shares (Stammaktien), no par value (Stückaktien), issued and outstanding. The Company's share capital structure is straightforward: all ordinary shares carry equal voting rights, with each share entitling the holder to one vote at the general meeting of shareholders (Hauptversammlung). There are no classes of non-voting preferred shares, supervoting shares, or any other class of equity securities with differential voting rights. No stock options, warrants, or convertible instruments are currently outstanding that would, upon exercise or conversion, result in the issuance of additional voting securities prior to the IPO.
The ordinary shares are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse, FWB) under the ticker symbol HCY in the Prime Standard segment of the Regulated Market (Regulierter Markt). The Prime Standard is the highest transparency segment of the Frankfurt Stock Exchange and imposes additional disclosure requirements beyond those of the General Standard, including quarterly financial reporting in English and adherence to international accounting standards. The shares are settled through Ashgrove Enterprises Banking AG, the German central securities depository, and are eligible for settlement through the broader Thackeray Partners LLC and Cascade Holdings systems.
Importantly, no ADSs or other US-registered securities of Halcyon are currently outstanding. The Level III ADR program, pursuant to which ADSs will be issued by Meridian Trust Company, N.A. as depositary and registered on Form F-6, has not yet been established. Consequently, the current analysis of US record holders is based entirely on holders of ordinary shares traded on the Frankfurt Stock Exchange and held through the Ashgrove Enterprises system.
B. Major Shareholders — Non-US Holders of Record
Based on information provided by Halcyon's investor relations team, the Company's Articles of Association (Satzung), and publicly available filings with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") pursuant to Sections 33–47 of the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG"), the following major shareholders hold significant positions in Halcyon's ordinary shares as of January 10, 2026:
Rheintal Industrieholding GmbH. Rheintal Industrieholding GmbH holds 47,945,000 ordinary shares, representing approximately 22.3% of total outstanding shares. Rheintal Industrieholding GmbH is a German limited liability company (Gesellschaft mit beschränkter Haftung) domiciled and registered in Düsseldorf, Germany. It is a family holding company controlled by Margarethe Wendt, a German citizen and resident of Düsseldorf, Germany, who is the mother of Dr. Friedrich Wendt, Halcyon's Chief Executive Officer. Rheintal Industrieholding GmbH is classified as a non-US resident holder for purposes of the Rule 3b-4 analysis.
Kestrel Capital Partners AG. Kestrel Capital Partners AG holds 20,855,000 ordinary shares, representing approximately 9.7% of total outstanding shares. Kestrel Capital Partners AG is a Swiss stock corporation (Aktiengesellschaft) domiciled and registered in Glenrock Assurance, Switzerland. Its Managing Partner is Henrik Sørensen, a Danish citizen resident in Glenrock Assurance. Kestrel Capital Partners AG is a European growth equity firm focused on technology and industrial investments. It is classified as a non-US resident holder for purposes of the Rule 3b-4 analysis.
Halcyon Employee Stock Ownership Trust (ESOT). The Halcyon ESOT holds 6,665,000 ordinary shares, representing approximately 3.1% of total outstanding shares. The ESOT is a German trust structure (Treuhand) established for the benefit of Halcyon employees. The participants in the ESOT are predominantly employees of Halcyon and its European subsidiaries located in Germany, the Czech Republic, and other EU member states. A small number of participants (estimated at fewer than 25 individuals) are employees of Halcyon Semiconductor USA Inc. in Santa Clara, California, but their allocable share of the ESOT holdings is de minimis (less than 0.1% of total outstanding shares). The ESOT as a whole is classified as a non-US resident holder.
Subtotal — Identified Non-US Major Holders:
Rheintal Industrieholding GmbH: 47,945,000 shares Kestrel Capital Partners AG: 20,855,000 shares Halcyon ESOT: 6,665,000 shares Total: 75,465,000 shares (35.1% of total outstanding)
All three of these major holders are incorporated or domiciled outside the United States and are classified as non-US resident holders.
C. Free Float Analysis
After excluding the three identified major shareholders, the remaining free float consists of approximately 139,535,000 shares, representing approximately 64.9% of total outstanding shares. These free float shares are primarily held through the Ashgrove Enterprises Banking AG central securities depository system and are traded on the Frankfurt Stock Exchange.
The geographic distribution of the free float has been analyzed based on shareholder identification data provided by Halcyon's investor relations team and by Ashton & Burke Advisory GmbH, Halcyon's financial advisor for the US IPO (Lukas Frey, Managing Director, Frankfurt). The shareholder identification study was conducted using data from Ashgrove Enterprises custody chain reports, Thackeray Partners LLC participant data, and commercially available shareholder intelligence platforms. While the study provides reliable estimates, it is inherently subject to limitations because shares held through omnibus accounts and international custodians cannot always be traced to the ultimate beneficial owner with complete precision.
Based on this analysis, the geographic distribution of the free float is estimated as follows:
• German and Austrian retail and institutional holders: Approximately 45–50% of the free float, reflecting Halcyon's strong domestic investor base and its position as a Prime Standard-listed company with significant coverage from German and Austrian sell-side analysts and participation in DAX mid-cap indices.
• Other European (excluding Germany and Austria) institutional holders: Approximately 25–30% of the free float, reflecting holdings by institutional investors based in the United Kingdom, the Netherlands, France, the Nordic countries, and other EU/EEA jurisdictions.
• US-based institutional holders (holding through Ashgrove Enterprises or foreign custodians): Approximately 10–12% of the free float, reflecting holdings by a relatively small number of US-based global or international equity funds that have acquired positions in Halcyon's ordinary shares through Ashgrove Enterprises or through sub-custodian arrangements in Europe.
• Rest of world (Asia-Pacific, Middle East, and other regions): Approximately 8–15% of the free float.
Based on these estimates, the number of shares held by US residents in the free float is estimated at 10–12% of 139,535,000 shares, or approximately 13,954,000 to 16,744,000 shares.
Taking the high end of this estimate, total US-resident holders across all categories (major shareholders and free float) would hold approximately 16,744,000 shares, representing approximately 7.8% of total outstanding shares. This figure is calculated as follows:
• US-resident major shareholders: 0 shares (0%)
• US-resident free float holders: approximately 16,744,000 shares (7.8%)
• Total US-resident holders: approximately 16,744,000 shares (7.8%)
We note that the shareholder identification study was conducted using data available as of January 10, 2026, and that the actual percentage of US holders may fluctuate modestly over time as trading activity continues on the Frankfurt Stock Exchange. However, there is no indication that US ownership has increased materially since the date of the study, and we are not aware of any significant accumulation of Halcyon shares by US-based investors since that date.
D. Conclusion on US Shareholder Test
Based on the foregoing analysis, the total estimated US-resident holders of record (both direct and beneficial, applying a look-through methodology) hold approximately 7.8% of Halcyon's outstanding voting securities at the high end of the estimate. This percentage is well below the 50% threshold set forth in Rule 3b-4(a)(1).
Therefore, Prong 1 of the disqualification test is NOT met. Halcyon is not disqualified from FPI status on the basis of its US shareholder profile.
Because Prong 1 is not satisfied, Halcyon qualifies as a foreign private issuer regardless of the outcome of the Prong 2 analysis. The disqualification provisions of Rule 3b-4 operate conjunctively: an issuer loses FPI status only if both Prong 1 and at least one sub-prong of Prong 2 are met. Since Prong 1 is not met, the FPI determination is complete and favorable to Halcyon.
Nevertheless, for the purpose of completeness, establishing a record for future annual re-testing, and providing Halcyon's management and board with a comprehensive understanding of the Company's position under each element of the test, we analyze the US-nexus disqualifying conditions of Prong 2 below.
IV. Analysis: US-Nexus Disqualifiers (Prong 2)
Although Prong 2 need not be satisfied in order for Halcyon to qualify as an FPI (because Prong 1 is not met), we provide a complete analysis of each US-nexus disqualifier for the reasons stated above. This analysis also serves to identify any areas that may warrant monitoring in future years as the Company's operations and governance evolve.
A. Disqualifier (a): Majority of Executive Officers or Directors Are US Citizens or Residents
i. Management Board (Vorstand)
Under German corporate law, the Vorstand (Management Board) is the executive management body of an Aktiengesellschaft. The members of the Vorstand are appointed by the Aufsichtsrat (Supervisory Board) and are responsible for the day-to-day management and strategic direction of the Company. For purposes of US securities law, the members of the Vorstand are the "executive officers" of Halcyon.
As of January 10, 2026, the Vorstand of Halcyon comprises the following five members:
1. Dr. Friedrich Wendt — Chief Executive Officer (Vorstandsvorsitzender), age 58. German citizen. Resident of Munich, Germany. Dr. Wendt has served as CEO since Halcyon's formation in 2009 and has more than 30 years of experience in the semiconductor industry. He is NOT a United States citizen or United States resident.
2. Katarina Dalmqvist — Chief Financial Officer (Finanzvorstand), age 49. Swedish citizen. Resident of Munich, Germany. Ms. Dalmqvist joined Halcyon in 2018 from a leading European automotive technology group. She is NOT a United States citizen or United States resident.
3. Dr. Marcus Helder — Chief Technology Officer, age 52. German and Swiss dual citizen. Resident of Glenrock Assurance, Switzerland. Dr. Helder leads Halcyon's research and development organization and oversees the Company's silicon carbide technology platform. He is NOT a United States citizen or United States resident.
4. Ingrid Baumann — Chief Operating Officer, age 46. German citizen. Resident of Munich, Germany. Ms. Baumann is responsible for global manufacturing operations, supply chain management, and quality. She is NOT a United States citizen or United States resident.
5. Wilhelm Ostermann — General Counsel (Chefjustitiar), age 54. German citizen. Rechtsanwalt (admitted to the Munich Bar). Resident of Munich, Germany. Mr. Ostermann oversees all legal, compliance, and intellectual property matters for the Halcyon group. He is NOT a United States citizen or United States resident.
We note that under German corporate law, the Chefjustitiar (General Counsel) does not invariably serve as a member of the Vorstand; in many German AGs, the General Counsel reports to the Vorstand but is not a formal member of it. In Halcyon's case, we have been advised by Dr. Christoph Maurelban of Bähr Stein Rechtsanwälte that Mr. Ostermann currently serves as a member of the Vorstand pursuant to the Company's Articles of Association, and he is therefore treated here as an executive officer of the Company. Even if Mr. Ostermann were not a Vorstand member, he would likely be considered a senior management or executive officer for US securities law purposes given his role and responsibilities, and his inclusion in the analysis does not change the outcome in any event.
Result: 0 out of 5 Vorstand members are US citizens or US residents. The majority threshold for Disqualifier (a) — which requires that more than 50% (i.e., 3 or more of 5) of executive officers or directors be US citizens or residents — is not met with respect to executive officers alone.
ii. Supervisory Board (Aufsichtsrat)
Under the two-tier board structure mandated by the German Stock Corporation Act for Aktiengesellschaften, the Aufsichtsrat (Supervisory Board) is a separate body from the Vorstand. The Aufsichtsrat does not participate in the day-to-day management of the Company; rather, it supervises the Vorstand, appoints and removes Vorstand members, approves certain major transactions, and performs oversight functions that are, in important respects, analogous to those of an independent board of directors under US corporate law.
For purposes of the FPI analysis under Rule 3b-4, the term "directors" is broadly construed to include members of any board that performs functions equivalent to those of a board of directors. The SEC staff has indicated that, for issuers organized in jurisdictions with two-tier board structures (such as Germany, the Netherlands, and Austria), both management board members and supervisory board members should be counted in the analysis. Accordingly, we include the members of the Aufsichtsrat in the Disqualifier (a) analysis.
As of January 10, 2026, the Aufsichtsrat of Halcyon comprises the following members:
1. Prof. Dr. Anneliese Voss — Chair of the Supervisory Board (Aufsichtsratsvorsitzende), age 63. German citizen. Resident of Stuttgart, Germany. Prof. Dr. Voss is a professor of electrical engineering at the University of Stuttgart and serves on the supervisory boards of several German industrial companies. She is NOT a United States citizen or United States resident.
2. Dr. Tobias Reimann — Deputy Chair, age 59. German citizen. Resident of Frankfurt am Main, Germany. Dr. Reimann is the former Chief Executive Officer of a major German chemical company and currently serves as an independent board member for several DAX-listed companies. He is NOT a United States citizen or United States resident.
3. Maria Kuznetsova — Member, age 44. Austrian citizen. Resident of Vienna, Austria. Ms. Kuznetsova is a partner at a leading European private equity firm. She is NOT a United States citizen or United States resident.
4. Jean-Pierre Dufresne — Member, age 56. French citizen. Resident of Paris, France. Mr. Dufresne is a former executive of a major European semiconductor manufacturer. He is NOT a United States citizen or United States resident.
5. Bettina Schröder — Employee Representative (Arbeitnehmervertreterin), age 41. German citizen. Resident of Dresden, Germany. Ms. Schröder is a process engineer at Halcyon's Dresden fabrication facility and serves as an employee representative on the Aufsichtsrat pursuant to German codetermination law (Mitbestimmungsgesetz). She is NOT a United States citizen or United States resident.
6. Klaus-Dieter Hartmann — Employee Representative, age 50. German citizen. Resident of Munich, Germany. Mr. Hartmann is a member of the works council (Betriebsrat) at Halcyon's Munich headquarters. He is NOT a United States citizen or United States resident.
Based on information provided by Halcyon, all six Aufsichtsrat members are citizens and residents of Germany or other EU member states. None is a United States citizen or United States resident.
Combined Analysis. Combining the Vorstand (5 members) and the Aufsichtsrat (6 members), the total number of executive officers and directors for purposes of the Rule 3b-4 analysis is 11. Of these 11 individuals, zero (0) are United States citizens or United States residents. The majority threshold — which would require that more than 50% of the combined total, or at least 6 of 11, be US citizens or residents — is not met.
Result: Disqualifier (a) is NOT met.
B. Disqualifier (b): More Than 50% of Assets Located in the United States
i. Total Asset Base
As of the end of fiscal year 2025 (FY2025), Halcyon's consolidated total assets (unaudited) were approximately €7,450 million. At the EUR/USD exchange rate of 1.078 as of January 10, 2026, this corresponds to approximately $8,031 million. The asset base consists principally of property, plant, and equipment (including fabrication facilities and manufacturing equipment), intangible assets (including patents and technology licenses), goodwill from prior acquisitions, inventories, accounts receivable, cash and cash equivalents, and other current and non-current assets.
The geographic distribution of Halcyon's consolidated assets, based on information provided by the Company's finance department and its German counsel, is summarized below:
Germany. The substantial majority of Halcyon's assets are located in Germany. The Company's global headquarters are situated at Maximilianstraße 72, 80539 Munich, Germany, where the Vorstand and principal corporate functions are based. The most significant manufacturing and R&D assets are located at the facilities of Halcyon Power Solutions GmbH in Dresden, Saxony (Königsbrücker Straße 180, 01099 Dresden), including the operational Fab 2 silicon carbide fabrication facility and the Fab 3 facility currently under construction. The Munich headquarters also house a substantial R&D center and the Company's central engineering laboratories. Estimated German-located assets represent approximately 65–70% of consolidated total assets, or approximately €4,843 million to €5,215 million.
Czech Republic. Halcyon Automotive Components s.r.o. operates a module assembly and testing facility in Brno, Czech Republic (Technologický park 6, 612 00 Brno). This facility focuses on power module assembly and automated testing for the automotive sector. Estimated Czech Republic-located assets represent approximately 5–8% of consolidated total assets, or approximately €373 million to €596 million.
Singapore. Halcyon Asia Pacific Pte. Ltd. serves as the Company's Asia-Pacific sales hub and regional distribution center, with offices at 8 Marina Boulevard, Singapore. This entity holds inventory for the APAC region, accounts receivable from APAC customers, and modest office and warehouse assets. Estimated Singapore-located assets represent approximately 3–5% of consolidated total assets, or approximately €224 million to €373 million.
People's Republic of China. Halcyon Shanghai Semiconductor Co., Ltd. operates a sales and application engineering center at No. 500 Zhangheng Road, Pudong New Area, Shanghai, PRC. This entity supports customers in mainland China and holds a modest level of demonstration equipment, inventory, and receivables. Estimated PRC-located assets represent approximately 3–5% of consolidated total assets, or approximately €224 million to €373 million.
United States. Halcyon Semiconductor USA Inc. is a Delaware corporation with its principal office at 2500 Augustine Drive, Suite 100, Santa Clara, California 95054, and its registered agent address at 1209 Orange Street, Wilmington, Delaware 19801. The US subsidiary's operations are limited to sales, application engineering, and customer support functions for the North American market. The US entity holds a modest level of assets, consisting primarily of office leasehold improvements, demonstration and testing equipment, accounts receivable from US customers, inventories of finished goods, and cash. The US entity does not operate any manufacturing facilities or conduct primary R&D activities. Estimated US-located assets represent approximately 5–8% of consolidated total assets, or approximately €373 million to €596 million.
Other Jurisdictions. The remaining assets are distributed across several other jurisdictions, including the United Kingdom (Halcyon UK Ltd., sales office in Reading, Berkshire), Japan (Halcyon Japan K.K., sales and customer support in Tokyo), South Korea (Halcyon Korea Co., Ltd., sales office in Seoul), and Israel (Halcyon Advanced Materials Ltd., a small R&D center acquired in 2023). These other jurisdictions collectively account for approximately 5–10% of consolidated total assets.
ii. Conclusion on Asset Test
US-located assets represent approximately 5–8% of Halcyon's consolidated total assets. This is well below the 50% threshold required for Disqualifier (b) under Rule 3b-4(a)(2)(ii). The vast majority of Halcyon's assets — including its primary fabrication facilities, R&D centers, corporate headquarters, and manufacturing equipment — are located in Germany, with smaller concentrations in the Czech Republic, Singapore, China, and other non-US jurisdictions.
Result: Disqualifier (b) is NOT met.
C. Disqualifier (c): Business Administered Principally in the United States
The third US-nexus disqualifier asks whether the "business of the issuer is administered principally in the United States." This inquiry focuses on the locus of management, governance, and administrative decision-making for the Company as a whole, rather than the location of any particular operational activity.
The following factors are relevant to this determination:
• Headquarters and Principal Executive Offices. Halcyon's global headquarters and principal executive offices are located at Maximilianstraße 72, 80539 Munich, Germany. All five members of the Vorstand maintain their primary offices at this location (with the exception of Dr. Marcus Helder, who is primarily based at the Company's R&D center in Glenrock Assurance, Switzerland). The CEO, CFO, COO, and General Counsel are all resident in Munich and conduct their day-to-day management responsibilities from the Munich headquarters.
• Corporate Governance. All major corporate governance activities, including meetings of the Vorstand and the Aufsichtsrat, take place in Germany. The annual general meeting of shareholders (Hauptversammlung) is held in Munich. The Company's Articles of Association (Satzung) are governed by German law. Halcyon's corporate governance practices are subject to the German Corporate Governance Code (Deutscher Corporate Governance Kodex).
• Manufacturing. The Company's principal manufacturing facilities — Fab 2 (operational) and Fab 3 (under construction) — are located in Dresden, Germany. Module assembly and testing operations are conducted in Brno, Czech Republic. No manufacturing is conducted in the United States.
• Research and Development. The principal R&D functions are conducted in Munich and Dresden, Germany, and at the Company's technology center in Glenrock Assurance, Switzerland. A small R&D center in Israel (acquired in 2023) focuses on advanced packaging materials. No primary R&D activity is conducted in the United States; the US subsidiary's application engineering function is a customer-facing support function rather than a core R&D activity.
• Financial Reporting and Treasury. The Company's financial reporting, controlling, treasury, and tax functions are centralized in Munich. The Company's financial statements are prepared in accordance with IFRS as issued by the IASB, and the Company's statutory accounts under German GAAP (Handelsgesetzbuch) are prepared in Munich.
• Investor Relations. Halcyon's investor relations function is based in Munich and managed by the Company's investor relations team under the supervision of the CFO, Katarina Dalmqvist. In connection with the US IPO, the Company has engaged Bridgeport Investor Relations LLC (Thomas Harding, Senior Vice President, New York) to assist with US investor outreach, but the core investor relations function will remain in Munich.
• External Advisors. The Company's existing auditor is Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, based at Ganghoferstraße 29, 80339 Munich, Germany. The Company's German legal counsel is Bähr Stein Rechtsanwälte, based in Frankfurt am Main. The Company's primary banking relationships, including its syndicated credit facility, are with Deutsche Bundesbank-supervised German and European financial institutions. Calderwood & Harkness LLP has been engaged as US securities counsel specifically in connection with the US IPO but does not serve as general counsel to the Company.
• US Subsidiary. Halcyon Semiconductor USA Inc. serves sales, application engineering, and customer support functions for the North American market. It does not administer or manage the Company's overall business. The US subsidiary's general manager reports to the Vorstand in Munich. All significant corporate decisions affecting the US subsidiary are made by the Vorstand in Munich.
In light of the foregoing, there is no basis for concluding that Halcyon's business is administered principally in the United States. The center of management, governance, and administrative decision-making for the Company is unambiguously located in Munich, Germany.
Result: Disqualifier (c) is NOT met. The business of Halcyon is principally administered in Germany.
D. Summary of Prong 2 Analysis
None of the three US-nexus disqualifiers under Prong 2 of Rule 3b-4 is satisfied:
(a) Executive officers and directors: 0% of executive officers and directors (0 of 11, combining Vorstand and Aufsichtsrat) are US citizens or US residents. The threshold requiring that a majority (i.e., more than 50%) be US citizens or residents is not met.
(b) Assets in the United States: Approximately 5–8% of consolidated total assets are located in the United States. The threshold requiring that more than 50% of assets be US-located is not met.
(c) Principal administration in the United States: The business of Halcyon is principally administered in Munich, Germany. The threshold requiring that the business be principally administered in the United States is not met.
Accordingly, even if Prong 1 (the US Shareholder Test) were to be met in the future — for example, as a result of significant growth in US ownership of ADSs following the IPO — Prong 2 would not currently be met, and Halcyon would retain its FPI status unless and until at least one of the US-nexus disqualifiers were also triggered. Nevertheless, we recommend that Halcyon monitor all elements of both prongs on an annual basis, as discussed in Section V below.
V. Post-IPO Considerations and Ongoing FPI Status Monitoring
A. Impact of the ADR Program on FPI Analysis
Following the completion of the US initial public offering, ADSs representing Halcyon ordinary shares will be listed and traded on the Nasdaq Global Select Market under the proposed ticker symbol HCYN. The establishment of a Level III ADR program and the listing of ADSs on a US national securities exchange will introduce a significant population of US-resident holders into Halcyon's shareholder base for the first time.
The offering currently contemplates the following structure:
• Base deal: 21,400,000 ADSs, each representing 2 ordinary shares, to be sold in the United States and internationally (with a US tranche and an international tranche).
• Underlying ordinary shares for base deal ADSs: 42,800,000 ordinary shares.
• New primary shares to be issued by Halcyon: 30,000,000 ordinary shares (to be deposited with the depositary for issuance of ADSs and/or sold as ordinary shares in a concurrent Regulation S offering).
• Post-IPO outstanding shares: 215,000,000 (pre-IPO) + 30,000,000 (new primary) = 245,000,000 ordinary shares.
• Overallotment option (greenshoe): 3,210,000 additional ADSs (representing 6,420,000 ordinary shares), exercisable by the underwriters within 30 days of pricing.
We have modeled the impact of the ADR program on the US Shareholder Test under various scenarios:
Base Case. If all 21,400,000 ADSs in the base deal (representing 42,800,000 underlying ordinary shares) were held by US residents, the US-resident percentage of post-IPO outstanding shares would be:
Pre-IPO US holders: approximately 16,744,000 shares Base deal ADSs (assuming all US-held): 42,800,000 shares Total US-held: approximately 59,544,000 shares Post-IPO total outstanding: 245,000,000 shares US percentage: 59,544,000 ÷ 245,000,000 = approximately 24.3%
Full Greenshoe Case. If the overallotment option is fully exercised and all additional ADSs are held by US residents:
Total US-held: approximately 59,544,000 + 6,420,000 = approximately 65,964,000 shares Post-IPO total outstanding: 245,000,000 shares (no additional primary shares issued in the greenshoe; existing shares borrowed for the overallotment) US percentage: 65,964,000 ÷ 245,000,000 = approximately 26.9%
In both scenarios, the US-resident percentage of outstanding voting securities remains well below the 50% disqualification threshold. These are conservative estimates, as they assume that 100% of the ADSs sold in the IPO are held by US residents, which is unlikely given that the offering will include an international tranche and that certain ADSs may be allocated to non-US institutional investors.
However, over time, if US institutional ownership of Halcyon ADSs grows significantly — for example, through inclusion in US-listed index funds or ETFs, increased US sell-side research coverage, or natural portfolio allocation by US-based global equity managers — the US shareholder percentage could increase. While a scenario in which US holders exceed 50% of outstanding shares appears unlikely in the near to medium term given the Company's strong European shareholder base and the continued listing and trading of ordinary shares on the Frankfurt Stock Exchange, it is not a theoretical impossibility over the long term.
B. Annual Re-Testing Obligation
As noted in Section II.C above, Halcyon will be required to re-test its FPI status on an annual basis as of the last business day of its most recently completed second fiscal quarter. For Halcyon, which operates on a calendar fiscal year, this date will typically fall on or about June 30 of each year.
If Halcyon determines, upon its annual re-assessment, that it no longer qualifies as a foreign private issuer, it must begin reporting as a domestic issuer on January 1 of the following fiscal year. The transition from FPI to domestic issuer status would have significant consequences, including:
• Transition from Form 20-F annual reports to Form 10-K annual reports and Form 10-Q quarterly reports, with the attendant increase in reporting frequency and disclosure requirements.
• Transition from Form 6-K current reports to Form 8-K current reports, with specified filing deadlines and triggering events.
• Loss of the exemption from Section 14 proxy solicitation rules, requiring the preparation and filing of proxy statements for annual and special meetings of shareholders.
• Loss of the exemption from Section 16 short-swing profit rules, requiring Section 16 reporting (Forms 3, 4, and 5) by Halcyon's directors and executive officers and subjecting them to short-swing profit disgorgement liability.
• Loss of eligibility for Nasdaq corporate governance exemptions under Rule 5615(a)(3), requiring compliance with all Nasdaq corporate governance standards applicable to domestic issuers.
• Potential requirement to reconcile IFRS financial statements to US GAAP or to transition to US GAAP reporting.
Recommendation. We recommend that Halcyon institute formal procedures to monitor US beneficial ownership on an ongoing basis. Specifically, the Company should conduct periodic shareholder identification studies — at a minimum on an annual basis in advance of the June 30 re-testing date — to assess the geographic distribution of its shareholder base. These studies should cover both ADS holders (through the depositary, Meridian Trust Company, N.A.) and holders of ordinary shares traded on the Frankfurt Stock Exchange (through Ashgrove Enterprises Banking AG). Bridgeport Investor Relations LLC (Thomas Harding, Senior Vice President, New York), which the Company has already engaged for US investor relations in connection with the IPO, can assist with the shareholder identification and geographic analysis on an ongoing basis. Additionally, the Company's investor relations team in Munich should coordinate with the depositary to obtain regular reports on the geographic distribution of ADS holders.
C. Consequences of Maintaining FPI Status
For so long as Halcyon maintains its FPI status, the Company will enjoy the following regulatory benefits:
Annual Reporting. Halcyon will file annual reports on Form 20-F rather than Form 10-K. The deadline for filing the annual report on Form 20-F is four months after the end of the fiscal year (i.e., April 30 for a December 31 fiscal year end), compared to 60 days for a large accelerated filer filing on Form 10-K. Halcyon will not be required to file quarterly reports on Form 10-Q.
Current Reporting. Halcyon will furnish current reports on Form 6-K rather than file current reports on Form 8-K. The reporting obligations under Form 6-K are more limited, as the issuer is only required to furnish information that it (i) makes or is required to make public in its home country, (ii) files with a stock exchange on which its securities are traded and which is made public by the exchange, or (iii) distributes to its security holders. There are no specified filing deadlines under Form 6-K comparable to the four-business-day deadline for most Form 8-K items.
Proxy Solicitation. Halcyon will be exempt from the proxy solicitation rules under Section 14 of the Exchange Act, including the requirement to file a proxy statement on Schedule 14A. Halcyon will instead convene its annual general meeting in accordance with German law and the Company's Articles of Association, subject to any applicable Nasdaq listing requirements regarding the provision of meeting materials to shareholders.
Section 16. Halcyon will be exempt from the short-swing profit rules under Section 16(b) of the Exchange Act and the related beneficial ownership reporting requirements under Section 16(a) (Forms 3, 4, and 5). Note, however, that significant shareholders of Halcyon will remain subject to the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Exchange Act (Schedules 13D and 13G), which apply to both domestic issuers and foreign private issuers.
Nasdaq Corporate Governance Exemptions. As a foreign private issuer listed on the Nasdaq Global Select Market, Halcyon will be eligible for corporate governance exemptions under Nasdaq Listing Rule 5615(a)(3). This rule permits a foreign private issuer to follow home-country corporate governance practices in lieu of certain Nasdaq requirements, provided that the issuer files a written statement with Nasdaq identifying each Nasdaq rule from which it is claiming an exemption and describing the home-country practice it follows instead. The exemptions that Halcyon is expected to claim include, among others, exemptions from the requirement for a majority of independent directors, the requirement for a separate nominating committee, and certain aspects of the audit committee independence requirements, in each case to the extent that German corporate governance practices differ from Nasdaq requirements.
Financial Statements. As an FPI, Halcyon may present its financial statements in accordance with IFRS as issued by the IASB without reconciliation to US GAAP. The Company currently prepares its consolidated financial statements under IFRS, and this accommodation eliminates the need for a potentially costly and time-consuming GAAP reconciliation.
SOX Phase-In. The Company will benefit from an extended phase-in period for certain requirements of the Sarbanes-Oxley Act of 2002 ("SOX"). In particular, the requirement for an attestation report on internal control over financial reporting from the Company's independent auditor under Section 404(b) of SOX will first apply for the fiscal year ending December 31, 2027, assuming the Company qualifies as an emerging growth company or non-accelerated filer during the initial post-IPO period.
VI. Interaction with Other Structuring Considerations
A. Form F-1 Eligibility
FPI status is a prerequisite for the registration of a public offering on Form F-1 under the Securities Act. Form F-1 is the general registration form available to foreign private issuers for the registration of securities, analogous to Form S-1 for domestic issuers. Confirmation of Halcyon's FPI status therefore directly supports the planned registration approach for the US IPO. If Halcyon did not qualify as an FPI, the Company would be required to register the offering on Form S-1 and would be subject to the financial statement and disclosure requirements applicable to domestic issuers, including the requirement for US GAAP financial statements.
B. Form F-6 for ADR Registration
The registration of ADSs on Form F-6 with the SEC is the mechanism by which the depositary (in this case, Meridian Trust Company, N.A.) registers the ADSs under the Securities Act. Form F-6 is available only for the registration of depositary shares evidenced by American Depositary Receipts issued against the deposit of securities of a "foreign issuer." While the definition of "foreign issuer" under Form F-6 is distinct from the definition of "foreign private issuer" under Rule 3b-4, confirmation of Halcyon's FPI status provides assurance that the Company satisfies the threshold requirement of being a foreign-organized issuer for purposes of Form F-6 eligibility. The Form F-6 registration statement will be filed concurrently with or shortly after the initial confidential submission of the Form F-1.
C. PFIC Status (Cross-Reference)
The foreign private issuer analysis under Rule 3b-4 is separate from and independent of the passive foreign investment company ("PFIC") analysis under Sections 1291–1298 of the Internal Revenue Code of 1986, as amended (the "IRC"). The PFIC determination is a US federal income tax classification that may have adverse tax consequences for US shareholders of a foreign corporation if the corporation derives a disproportionate amount of passive income or holds a disproportionate amount of passive assets.
The PFIC analysis for Halcyon is addressed in a separate memorandum prepared by Leonard Cross, Specialist Partner (Tax), of Calderwood & Harkness LLP. Preliminary analysis indicates that Halcyon is not a PFIC for its most recently completed taxable year, as the Company satisfies the active business exception: Halcyon's income is predominantly derived from the active manufacture and sale of semiconductor devices and power electronics components, and its assets are predominantly deployed in active business operations. The PFIC analysis is subject to annual re-testing and will be discussed in the risk factors section of the Form F-1 registration statement.
D. Regulation S Concurrent Offering
Halcyon's FPI status also facilitates reliance on Regulation S under the Securities Act for the concurrent offering of ordinary shares outside the United States. Regulation S provides a safe harbor from the registration requirements of Section 5 of the Securities Act for offers and sales of securities that occur outside the United States. The safe harbor requirements vary depending on the category of the offering; for a reporting foreign private issuer, Category 2 of Regulation S applies, which imposes a 40-day distribution compliance period and certain offering restrictions during that period. FPI status — and the Company's status as a "reporting issuer" following the effectiveness of the Form F-1 — is relevant to the determination of the applicable Regulation S category and the associated compliance requirements.
VII. Conclusion and Recommendation
Based on the analysis set forth in this memorandum, we reach the following conclusions:
1. Halcyon Semiconductor AG qualifies as a foreign private issuer under Rule 3b-4 of the Exchange Act and Rule 405 of the Securities Act. The Company is incorporated under the laws of the Federal Republic of Germany, satisfying the threshold requirement, and it is not disqualified under the two-part test set forth in those rules.
2. The US Shareholder Test (Prong 1) is clearly not met. Approximately 7.8% or less of Halcyon's outstanding voting securities are held by US residents, based on the high-end estimate derived from shareholder identification data as of January 10, 2026. This is far below the 50% threshold that would trigger the first prong of the disqualification test.
3. The US-Nexus Disqualifiers (Prong 2) are not met. Even analyzing Prong 2 for completeness:
(a) No executive officers (Vorstand members) or directors (Aufsichtsrat members) of Halcyon are US citizens or US residents (0 of 11, compared to the majority threshold);
(b) Approximately 5–8% of Halcyon's consolidated total assets are located in the United States, compared to the more-than-50% threshold; and
(c) The business of Halcyon is principally administered in Munich, Germany, not in the United States.
4. Post-IPO, US shareholding is expected to remain well below 50% based on the offering structure. Even assuming all base deal ADSs are held by US residents and the greenshoe is fully exercised, US holders would represent approximately 26.9% of post-IPO outstanding shares.
5. Recommendation. We recommend that Halcyon:
(a) Proceed with the registration of the US offering on Form F-1 under the Securities Act, relying on the Company's FPI status;
(b) Establish the Level III ADR program through the filing of Form F-6 with the SEC, with Meridian Trust Company, N.A. as depositary;
(c) Plan for ongoing reporting as a foreign private issuer, including the filing of annual reports on Form 20-F and the furnishing of current reports on Form 6-K;
(d) Institute a formal annual FPI re-testing protocol, including the commissioning of shareholder identification studies to be conducted each June (in advance of the June 30 re-testing date) and the maintenance of records documenting the Company's analysis under each prong of the Rule 3b-4 test; and
(e) Coordinate with Bridgeport Investor Relations LLC (Thomas Harding, SVP, New York) and the Company's investor relations team in Munich to monitor US beneficial ownership on an ongoing basis.
6. Refreshment of Analysis. This analysis should be refreshed within 30 days before the confidential submission of the draft registration statement to the SEC (target submission date: April 14, 2026), using the most current shareholder data, financial data, and management/board composition information available at that time. Any material changes in the Company's share capital, shareholder base, asset distribution, management composition, or corporate structure between now and the filing date should be promptly communicated to Calderwood & Harkness.
VIII. Assumptions and Limitations
This memorandum is subject to the following assumptions and limitations:
1. This memorandum is based on information provided to Calderwood & Harkness LLP by Halcyon Semiconductor AG, including information provided by the Company's German legal counsel, Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban, Partner, Frankfurt am Main), and the Company's financial advisor, Ashton & Burke Advisory GmbH (Lukas Frey, Managing Director, Frankfurt am Main), as of January 10, 2026. We have relied on the accuracy and completeness of the information provided to us and have not independently verified such information.
2. The shareholder geographic distribution data utilized in this memorandum is based on estimates derived from shareholder identification studies conducted by Halcyon's investor relations team and commercially available shareholder intelligence platforms. Precise beneficial ownership data for all free float holders is not available due to the inherent limitations of tracing beneficial ownership through the Ashgrove Enterprises central securities depository system, omnibus accounts, and multi-layered custodial chains. The estimates presented herein represent our best assessment based on the reasonably available data; actual percentages may vary modestly.
3. This memorandum does not constitute a formal legal opinion of Calderwood & Harkness LLP and is provided for internal planning purposes only in connection with Matter No. 1032-00003. The analysis and conclusions herein should not be relied upon by any party other than the named addressees without the prior written consent of Calderwood & Harkness LLP.
4. Any changes in Halcyon's share capital, shareholder base, asset distribution, management or board composition, corporate structure, or business operations could affect the FPI analysis and should be promptly communicated to Calderwood & Harkness LLP so that the analysis can be updated.
5. Key financial and corporate data used in this memorandum:
• Consolidated total assets: €7,450 million (FY2025, unaudited)
• EUR/USD exchange rate: 1.078 (as of January 10, 2026)
• Pre-IPO outstanding ordinary shares: 215,000,000
• Post-IPO outstanding ordinary shares: 245,000,000 (reflecting the issuance of 30,000,000 new primary ordinary shares in connection with the IPO)