SCHMID Group N.V. Warrants

SCHMID Group N.V. is a global supplier of equipment, software, and services for high-end PCB, substrate manufacturing, photovoltaics, glass, and energy storage industries, focusing on advanced technologies like embedded traces (ET) and wet/vacuum processing. Founded in 1864 in Freudenstadt, Germany, the family-controlled company operates manufacturing sites in Germany and China with ~800 employees worldwide. In 2024, revenues declined 32.6% to €60.8 million from €90.2 million in 2023, driven by weakened demand in Asia, resulting in a €84.1 million net loss (vs. €38.0 million profit prior year) and negative cash flow from operations of €2.6 million. The company faces substantial going concern doubt due to liquidity constraints, with near-term survival dependent on the second $15 million tranche of its January 2026 $30 million convertible notes, conditioned on this registration statement's effectiveness. This F-1 registers resale by selling securityholders of up to 95 million Ordinary Shares (including shares from Business Combination, XJ Harbour issuance, and potential conversions/exercises) and 9.75 million Private Warrants, plus issuance of up to 46.6 million new Ordinary Shares upon exercise/conversion. No proceeds to SCHMID from resales; potential warrant/option exercises could yield up to ~$241.5 million if fully exercised (unlikely given $11.50 strike vs. current ~$7.55 price). Investment thesis centers on ET technology leadership in growing AI/high-performance computing markets, but high execution risk amid liquidity crisis, customer concentration, and competition.

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