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].

Core Insights - SCHMID Group's InfinityLine L+ has won the Innovation Award at productronica 2025 for its advanced Chemical Mechanical Planarization (CMP) solution for large-format substrates, highlighting the company's leadership in next-generation manufacturing [1][3] - The InfinityLine L+ is designed for CMP processing of rectangular substrates and PCBs up to 24.5" × 24.5", enabling sub-5 µm structures in high-volume manufacturing, particularly for advanced packaging technologies [2][5] Technology and Features - The InfinityLine L+ features a novel design where slurry is applied centrally and evenly, supported by a dedicated clamping and backing system, ensuring maximum flatness and process stability [4] - It operates under SCHMID's "Oscar" principle, combining low slurry consumption, high removal rates, and excellent uniformity, with features like platen cooling and variable pressure control to enhance reliability [5] Applications and Market Impact - The InfinityLine L+ sets a new benchmark in advanced packaging by bridging semiconductor wafer processes with next-generation substrate demands, providing a scalable solution for various applications [6] - Target markets include manufacturers of substrates for AI, advanced packaging producers, and photonics companies, indicating a broad applicability of the technology [11]

Core Insights - The financial year 2024 was significantly impacted by weak demand in China due to trade conflicts, resulting in sales of approximately €61 million and an adjusted EBITDA of approximately €0 million [2] - The company anticipates a recovery in sales growth for 2026, projecting revenues over €100 million, driven by advanced technology products and a healthy order backlog of over €53 million as of mid-November 2025 [1][8] - The company is undergoing a restructuring process to reduce financial liabilities by over €30 million through various debt-to-equity swaps and waivers from majority shareholders [5][6] Financial Performance - Preliminary financial results for 2024 indicate an unadjusted EBITDA of approximately €-56 million, influenced by special accounting charges and costs related to the Nasdaq listing [2][3] - For 2025, the company expects sales between €72 million and €77 million, with an unadjusted EBITDA projected to be around 15% of sales [4] - The company is negotiating a financing package of at least a double-digit million amount to support R&D, cover IPO costs, and ensure sufficient working capital [6] Market Outlook - The market relevant to the company's products showed significant recovery in Q2 2025, with expectations of higher sales growth in 2026 compared to previous years [1][7] - The company is focusing on technological advancements in AI applications and high-tech sectors, which are expected to drive disproportionate growth [7] - The company aims to achieve an adjusted EBITDA margin of more than 12% on sales for 2026 [8] Strategic Initiatives - The company is actively pursuing cost reduction programs to ensure long-term success while expanding its product portfolio to meet technological challenges [7] - Discussions with investors regarding potential equity or debt investments were initiated, although a planned investment was halted due to regulatory intervention [5] - The company is set to finalize its 2024 financial statements and publish its annual report on Form 20-F following the completion of its financing package [6]

Core Viewpoint - SCHMID Group N.V. is facing potential delisting from Nasdaq due to non-compliance with filing requirements, but the company plans to appeal the determination and seeks to maintain its listing status [1][2][3] Group 1: Nasdaq Delisting and Appeal - On November 12, 2025, SCHMID received a Determination Letter from Nasdaq regarding its non-compliance with filing requirements, which could lead to delisting unless an appeal is made [1] - The company intends to appeal the determination and will request a hearing, which could temporarily stay the suspension of its ordinary shares and warrants for 15 days [2] - If the appeal is successful, the company may request an extended stay to keep its shares listed during the appeal process [2] Group 2: Compliance and Reporting - SCHMID is working to complete and file its Annual Report on Form 20-F for the year ended December 31, 2024, with the SEC as soon as possible [3] - There is no guarantee that the company will be able to comply with all listing requirements even if an extension is granted by the Nasdaq Hearings Panel [3] Group 3: Business Operations - The receipt of the Determination Letter does not impact the company's business operations or its reporting obligations with the SEC [4] Group 4: Company Overview - SCHMID is a global leader in high-tech solutions across various industries, including electronics, photovoltaics, and energy systems, with over 800 employees worldwide [6] - The company focuses on developing customized equipment and process solutions, ensuring high efficiency and sustainability in manufacturing [7]