Extract to table

If more than 50% of the outstanding voting securities are held by US residents, the issuer must also satisfy at least one of the three US nexus disqualifiers under the second prong to lose FPI status

A critical requirement that Halcyon must bear in mind is the annual reassessment obligation

Under Rule 3b-4(d), a foreign issuer must reassess its FPI status as of the last business day of its second fiscal quarter (i

If, as of the applicable determination date, Halcyon fails to qualify as an FPI under the two-prong test, it must begin filing reports as a domestic US issuer beginning with the first day of the fiscal year following the determination date

The organizational structure disclosure must include a listing of all material subsidiaries, which for Halcyon includes the following: • Halcyon Semiconductor USA Inc

As of the date of this memorandum, the FY2025 financial statements are in the process of being audited by Blackmere & Whitfield, and the audit must be completed and the financial statements finalized before the Registration Statement can be declared effective