Core Viewpoint - SCHMID Group N.V. has secured a significant $5 million order for wet process production equipment, enhancing its position in the high-tech manufacturing sector, particularly in artificial intelligence and high-performance computing [2][4]. Group 1: Order Details - The order is from a China-based customer and is expected to support the manufacturing of next-generation AI server boards and HPC platforms, reflecting a robust market opportunity [2]. - SCHMID's advanced wet processing platforms, InfinityLine H+ and InfinityLine V+, will enable the production of high-density multilayer server-boards used in AI accelerators and HPC systems [3]. Group 2: Recent Developments - SCHMID recently delivered the first specialized InfinityLine H+ system for Panel-Level Packaging applications to a U.S. technology company [3]. - The company closed the second tranche of a $15 million senior convertible note as part of a total of $30 million in debt funding [4]. Group 3: Market Reaction - Following the announcement of the order, SCHMID Group shares increased by 9.51%, reaching $6.80 [4].

Core Viewpoint - SCHMID Group N.V. has successfully issued the second tranche of $15.0 million of its $30.0 million convertible notes financing, enhancing its financial position to support growth strategies and meet increasing customer demand [1][5]. Financing Details - The total financing consists of $30.0 million in senior convertible notes, with the first tranche of $15.0 million issued on January 21, 2026, and the second tranche issued on March 5, 2026, following the effectiveness of a Form F-1 registration statement [2][4]. - The second tranche was contingent upon the SEC declaring the Form F-1 registration effective on March 3, 2026, allowing for the funding to occur shortly thereafter [2]. Warrants Issuance - In conjunction with the second tranche, additional warrants were issued to the investor, allowing for the purchase of shares at a price determined by the principal amount of the notes, with an exercise period until December 15, 2028 [3]. Use of Proceeds - The net proceeds from the issuance of the notes are intended for general corporate purposes, including working capital, capital expenditures, and potential acquisitions or investments [4]. Company Overview - SCHMID Group is a global leader in providing solutions for high-tech electronics, photovoltaics, glass, and energy systems, headquartered in Freudenstadt, Germany, with approximately 700 employees and multiple technology centers and manufacturing sites [9].

Core Insights - SCHMID Group has successfully delivered the first specialized InfinityLine H+ system for Panel-Level Packaging (PLP) applications to a leading U.S. technology company, marking a significant milestone in their product offerings [1][3] Group 1: Product Development and Features - The InfinityLine H+ platform features a highly flexible, modular architecture that addresses the increasing panel sizes required for next-generation substrate manufacturing, enhancing economic efficiency and process stability [2][6] - The system incorporates a fully single-sided, touchless process architecture, ensuring maximum cleanliness and yield for advanced substrate and panel-level packaging applications [6][10] - An integrated inline flipping station allows for both face-up and face-down processing while maintaining leading-edge orientation, contributing to stable and repeatable manufacturing processes [7][10] Group 2: Market Demand and Industry Trends - The global expansion of AI infrastructure, high-performance computing (HPC) platforms, and increasing demand in space and defense applications are reshaping the semiconductor and advanced substrate industry [4][13] - Rising interconnect density and sophisticated power-delivery architectures are driving the need for advanced manufacturing solutions that support larger formats and higher resolutions [5][15] - The transition from traditional wafer-level packaging to large-format panel-level technologies is being accelerated by the economic scaling of chiplet-based designs [13][14] Group 3: Strategic Positioning - SCHMID Group positions itself as a key innovation partner in the electronics industry, focusing on high-growth segments such as AI-driven computing systems and advanced packaging solutions [16] - The company emphasizes the importance of manufacturing solutions that optimize resource consumption while delivering superior yield performance [15][16] - With the InfinityLine H+, SCHMID reinforces its strategic focus on the fastest-growing segments of the electronics industry, enhancing its role as a critical technology enabler [16]

Table of Contents As filed with the Securities and Exchange Commission on February 17, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCHMID Group N.V. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) The Netherlands 3823 N/A (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) Robert ...

Technology and Innovation - SCHMID is currently in the process of patenting the technology for embedded traces (ET), which is expected to drive significant sales growth in the high-end market, particularly in North America, with substantial sales anticipated in 2026[66] - The company is investing in new product development to expand beyond traditional offerings, but market acceptance of new products is uncertain and could impact revenues[70] - The company relies on continuous development of new, improved, and cost-effective technologies and products to maintain satisfactory margins amid market commoditization[76] - The company is currently patenting technology for embedded traces, which is a next-level technology for high-end PCBs and substrates, but the official patent process is not yet completed[183] Market and Economic Conditions - The electronics industry is highly competitive, with significant pressure from large Chinese manufacturers and the need for continuous innovation to maintain market share[59][60] - Economic, financial, and geopolitical conditions could lead to business disruptions, significantly impacting future revenue and financial health[56] - Revenue and profitability are subject to fluctuations due to economic conditions, impacting future operating results[81] - The company generated a significant percentage of its revenue from the USA, China, and Europe, with potential adverse effects from economic downturns in these regions[85] - The company is sensitive to general trends in key markets, with demand for its products impacted by macroeconomic conditions and consumer confidence[87] - Economic instability, including inflation and geopolitical issues, may lead to decreased consumer confidence and increased costs, adversely affecting the company's operations and financial objectives[103] Financial Performance and Risks - SCHMID's profitability is at risk if cost management strategies fail or if competitors develop a more advantageous cost structure[74] - The company faces risks related to supply chain disruptions, material cost increases, and geopolitical tensions, which could adversely affect operations and financial condition[65] - Any disruptions in the supply chain or significant increases in material costs could adversely affect the company's operations and financial results[84] - The company’s performance is closely tied to the financial health of its customers, which may lead to reduced purchases during economic uncertainties[86] - The company may face significant revenue decreases if key customers fail to grow their own sales, potentially leading to a material adverse effect on its business and financial condition[100] - Decreases in average selling prices of products could adversely affect profitability, necessitating improvements in production efficiency or shifts to higher margin products to maintain financial health[101] - The company is at risk of recording impairment charges on accounts receivable if it cannot collect outstanding balances, which could materially impact its financial condition[102] - The company may need to seek additional financing to support ongoing operations and product development, which could restrict its ability to introduce new products and increase vulnerability to economic downturns[127] - The company’s cash and cash equivalents, along with expected operational cash flow, are believed to be adequate for ongoing requirements, but additional financing may be necessary to compete effectively[126] Regulatory and Compliance Issues - The company is subject to substantial regulation, and any unfavorable changes could harm business operations and results[58] - The company operates in various jurisdictions, exposing it to risks from differing legal and regulatory environments, which could negatively impact its global operations[106] - The company is subject to extensive regulations, and non-compliance could result in significant fines, penalties, and reputational harm[139] - Compliance with GDPR and CCPA imposes additional obligations on the company regarding personal data handling, which can be costly and may expose the company to legal and reputational risks[146] - The company faces challenges in managing an internationally dispersed business, including compliance with varying laws and regulations, which could adversely affect its financial performance[110] Corporate Governance and Shareholder Issues - Anette Schmid and Christian Schmid jointly control 56.77% of the outstanding Ordinary Shares, which may limit shareholder protections and influence company decisions[197] - As a foreign private issuer, SCHMID is exempt from certain U.S. corporate governance requirements, which may affect investor confidence and share attractiveness[206] - The company is classified as an "emerging growth company" and intends to utilize exemptions from various reporting requirements, potentially impacting market perception[204] - The company acknowledges the importance of good corporate governance but does not comply with all provisions of the Dutch Corporate Governance Code due to conflicts with NASDAQ rules[210] - Shareholders may experience substantial dilution upon future issuances of shares due to restrictions on exercising pre-emptive rights[211] Internal Controls and Reporting - SCHMID identified two material weaknesses in internal control over financial reporting as of December 31, 2023, which persisted into 2024 despite remediation efforts[192] - The company failed to finalize its financial reporting for 2024 or publish its annual report on Form 20-F in a timely manner due to accounting and liquidity issues, receiving delinquency and delisting notices from NASDAQ[200] - The inability to maintain effective internal controls could adversely affect investor confidence and the company's operating results[190] - The company’s operational and financial systems may require improvements to support growth goals, with potential adverse effects on billing and reporting if not addressed[189] Legal and Litigation Risks - The company operates in a litigious environment, which may lead to legal actions that could materially affect its financial condition and results of operations[140] - The company may be subject to claims regarding the infringement of third-party intellectual property, which could lead to costly litigation and loss of valuable rights[179] - The company may need to defend against patent or trademark infringement claims, which could incur substantial costs and distract from core operations[186] Financing and Debt Management - The company has entered into an investment agreement to sell senior convertible notes totaling $30 million, with $15 million funded on January 21, 2026, and the second tranche contingent on a registration statement being effective by June 30, 2026[128] - The company entered into a subscription agreement with XJ Harbour to issue 12,540,539 shares at $2.15 per share to offset liabilities of approximately $26.96 million[238] - A secured term loan facility of up to €10 million was signed with Black Forest Special Situations I, with the first tranche of €2.5 million drawn down in December 2025[241] - The company issued $30 million in senior convertible notes due 2028, with a 7% annual interest rate, to be funded in two tranches[245] Operational Challenges - The company faces challenges in adapting and expanding its research and development activities, which may hinder its ability to respond to market trends and technological changes[77] - The company relies on a limited number of suppliers for raw materials, and any financial distress among these suppliers could disrupt production and increase costs[159] - The company’s information technology systems are critical for operations, and failures could lead to transaction errors and loss of sales[164] - Cybersecurity risks are increasing, necessitating additional resources to mitigate new threats and enhance information security capabilities[167] Tax and Financial Regulations - The company has incurred significant tax losses, which may be limited in usability under German tax laws following shareholder changes[222] - Future changes to tax laws, including the implementation of a Global Minimum Tax regime in Germany, could adversely affect the company's tax profile and financial results[223] - The company does not expect to be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes in the foreseeable future, but this status could change based on future operations[226]

Core Viewpoint - SCHMID Group N.V. has entered into an investment agreement to issue $30.0 million in senior convertible notes and warrants to an institutional investor, aimed at strengthening its financial position and supporting growth strategies [1][9][10] Investment Agreement Details - The investment agreement involves the issuance of senior convertible notes at 98% of principal amount, funded in two tranches of $15.0 million each [2] - The notes carry a 7% annual interest rate, compounded quarterly, with a maturity of two years, maturing on January 21, 2028, unless converted into shares [3] - The notes are convertible at the investor's option into shares at a price based on a fixed premium conversion price, with a minimum conversion price and daily conversion limits [4] Warrants and Registration Rights - Alongside the notes, the company will issue warrants to purchase shares, exercisable until December 15, 2028, at a price determined by the fixed premium conversion prices [5] - A registration rights agreement will be established, obligating the company to file a registration statement for the resale of shares from the notes and warrants [6] Financial Implications - The net proceeds from the notes will be allocated for general corporate purposes, including working capital, capital expenditures, and potential acquisitions [8] - The company will not utilize a previously announced €10 million convertible loan facility due to the more favorable terms of the new investment agreement [13] Company Background - SCHMID Group is a global leader in providing solutions for high-tech electronics, photovoltaics, glass, and energy systems, with over 800 employees and operations in multiple countries [21]

Core Insights - SCHMID Group N.V. has secured a two-tranche term loan facility of up to €10 million to strengthen its financial structure and working capital [1][2] - The first tranche of €2.5 million is expected to be drawn on December 18, 2025, with the second tranche anticipated in early 2026 [2] - The company appointed Arthur Schuetz as the new Chief Financial Officer, effective January 1, 2026, bringing over 20 years of investment banking experience [3][4] Financial Structure - The term loan includes an optional equity conversion right at a fixed share price of USD 2.15 per share [1] - A related party loan raised an additional €200,000, involving the company's Chairman, Board members, and external investors [1] - The financing aims to convert strong order intake into revenues and optimize the company's capital structure for future opportunities [2] Leadership Changes - Arthur Schuetz will replace Julia Natterer as CFO, who will focus on daily operations at Gebr. Schmid GmbH [3] - Schuetz's background includes leading equity and debt capital fundraisings and managing complex cross-border M&A transactions [3][4] - The board expresses confidence in Schuetz's ability to enhance the company's financial strategy and stakeholder value [4] Company Overview - SCHMID Group is a global leader in high-tech electronics, photovoltaics, glass, and energy systems, headquartered in Freudenstadt, Germany [7] - The company employs over 800 staff and operates technology centers and manufacturing sites in Germany and China [7] - It focuses on customized equipment and process solutions, ensuring high technology levels and sustainability in production processes [7]

Core Insights - SCHMID Group N.V. reported a decline in revenues and gross profits for the first half of 2025 compared to the same period in 2024, primarily due to weak performance in Asia, China, and Europe [3][8] - The company has updated its full-year 2025 sales guidance, indicating that sales will be at the lower end of the previously estimated range due to delays in receiving advance payments and project postponements [5][6] - The company is actively pursuing additional funding through equity and debt investments to support its operations and growth [7][10] Financial Performance - Revenues for the first half of 2025 were €16.9 million, down from €29.7 million in the same period last year, attributed to lower order volumes in Asia, Europe, and the USA [8] - The gross profit for the first half of 2025 was €-1.7 million, a significant decrease from €5.6 million in the previous year, mainly due to low revenue levels [8] - The operating result for the first half of 2025 was €-7.8 million, an improvement from €-70.1 million in the same period last year, driven by lower revenue and negative gross profit [8] Outlook and Guidance - The company expects full-year 2025 sales to be between €72 million and €77 million, with an unadjusted EBITDA margin projected at approximately 15% [5][6] - For 2026, the company anticipates sales revenue exceeding €100 million and an adjusted EBITDA margin of more than 12% [11] Funding and Financial Structure - The company has successfully concluded negotiations for a debt-equity swap with XJ Harbour Ltd., which will offset over USD 26 million in financial liabilities [7] - A loan facility agreement amounting to up to €10 million has been signed, with the first tranche of €2.5 million expected to be drawn down shortly [7][9] - The company also raised €200,000 through a loan with a related party, with a market-standard interest rate and a maturity of 15 months [9] Assets and Liabilities - As of June 30, 2025, total assets were €111.6 million, slightly up from €110.5 million at the end of 2024 [20][22] - The equity attributable to owners of the group was €-55.3 million, compared to €-43.3 million at the end of 2024, indicating a deterioration in financial health [21]

Core Insights - The SCHMID Group has successfully delivered and installed its first InfinityLine C+ system for a leading Japanese customer in the Advanced Packaging and high-end substrate market, marking a significant milestone in the company's innovation leadership [1][2] Technology Overview - The InfinityLine C+ is a next-generation vertical spin process technology that offers best-in-class uniformities, touch-free operation, single-panel processing, and fully automated panel handling [2][3] - This modular, vertical, touch-free cluster tool supports a wide range of critical wet processes for high-density interconnect (HDI) and advanced substrate applications, minimizing handling and maximizing yield [3][12] Customer Benefits - The features of the InfinityLine C+ enable higher uptime, stable output, and lower total cost of ownership for customers involved in manufacturing advanced substrates and Panel Level Packaging (PLP) architectures [4][5] - The system integrates high-precision developing, selective flash etching, and efficient wet-film stripping into a fully automated platform, enhancing the development of next-generation PLP technologies [5][6] Competitive Advantages - The InfinityLine C+ achieves a consistent 2 µm line-space performance, providing manufacturers with uncompromising uniformity, flexibility, and yield [6][12] - The system's seamless logistics integration and vertical single-panel handling further enhance its competitiveness in the market [6] Market Positioning - With the successful implementation of the InfinityLine C+, SCHMID is entering the commercialization phase, offering further customer demonstrations and volume-production configurations [7] - The InfinityLine C+ complements SCHMID's existing platforms (InfinityLine P+, H+, and V+) and strengthens its portfolio of advanced wet-process equipment [7] Company Background - The SCHMID Group is a global leader in providing solutions for the high-tech industry, focusing on electronics, photovoltaics, glass, and energy systems, with over 800 employees worldwide [9] - Founded in 1864, the company develops customized equipment and process solutions for various industries, ensuring high yields at low production costs and sustainability through environmentally friendly manufacturing processes [9]

Core Viewpoint - Pomerantz LLP is investigating potential securities fraud and unlawful business practices involving SCHMID Group N.V. following a significant stock price drop after the company announced it may be delisted from Nasdaq due to failure to file its annual report for 2024 [1][2]. Group 1: Company Actions and Financial Impact - On November 17, 2025, SCHMID Group N.V. received a staff determination letter from Nasdaq indicating the potential delisting of its ordinary shares and warrants due to the failure to file its annual report for 2024 [2]. - Following the announcement, SCHMID's stock price decreased by $1.73 per share, representing a decline of 31.51%, closing at $3.76 per share on November 18, 2025 [2]. Group 2: Legal Investigation - Pomerantz LLP is conducting an investigation on behalf of investors of SCHMID Group N.V. to determine if the company and its officers or directors have engaged in securities fraud or other unlawful business practices [1].