SQNS SKFAWxsb-U-zSyZOylSIHA F-3 as filed: Jul 16, 2025

As filed with the Securities and Exchange Commission on July 16, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SEQUANS COMMUNICATIONS S.A.

(Exact name of registrant as specified in its charter)


French Republic			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

Forest, 15-55 boulevard Charles de Gaulle

92700 Colombes, France

Telephone: +33 1 70 72 16 00

(Address and telephone number of Registrant’s principal executive offices)

GKL Corporate/Search, Inc.

One Capitol Mall, Suite 660

Sacramento, California 95814

Telephone: +1 916 442 7652

(Name, address, and telephone number of agent for service)


Copies to:
Steven E. Siesser Brooke A. Gillar Daniel L. Forman Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 (212) 262-6700			Mark Richardson Véronique Gédéon Archers A.A.R.P.I. 28 rue Dumont d’Urville 75116 Paris, France +33 (0)1 45 02 07 07

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities or accept any offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 16, 2025

PROSPECTUS

SEQUANS COMMUNICATIONS S.A.

Up to 1,350,000,030 Ordinary Shares represented by 135,000,003 American Depositary Shares or pre-funded warrants in lieu thereof, issuable upon the conversion of Secured Convertible Debentures

270,000,000 Ordinary Shares represented by 27,000,000 American Depositary Shares as Interest ADSs

202,499,980 Ordinary Shares represented by 20,249,998 American Depositary Shares, or pre-funded warrants in lieu thereof, issuable upon the exercise of Common Warrants

This prospectus relates to the proposed resale or other disposition by the Selling Securityholders identified in the “Selling Securityholders” section of this prospectus, or any of their transferees or other successors-in-interest, of up to 1,822,500,010 of our ordinary shares represented by up to 182,250,001 American Depositary Shares, or ADSs, consisting of: (i) up to 1,350,000,030 ordinary shares represented by 135,000,003 ADSs (such ADSs, the “Conversion Shares”), or pre-funded warrants (the “Pre-Funded Warrants”) in lieu thereof, issuable upon the conversion of secured convertible debentures held by the Selling Stockholders (the “Secured Convertible Debentures”), (ii) 270,000,000 ordinary shares represented by 27,00,000 ADSs as “Interest ADSs” (as defined in the Secured Convertible Debentures), and (iii) 202,499,980 ordinary shares represented by 20,249,998 American Depositary Shares (such ADSs, the “Warrant Shares”), or Pre-Funded Warrants in lieu thereof, issuable upon the exercise of common warrants (the “Warrants”). The Conversion Shares, ADSs underlying the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”), Interest ADSs and Warrant Shares are being registered pursuant to the requirements of that certain Registration Rights Agreement, dated as of July 7, 2025, by and between us and certain of the Selling Securityholders (the “Debenture Registration Rights Agreement”) to permit the Selling Securityholders to sell ADSs representing the ordinary shares from time to time in the public market.

We are not selling any ADSs or ordinary shares under this prospectus, and we will not receive any proceeds from the sales or other dispositions of the ordinary shares (or ADSs representing such shares) held by the Selling Securityholders.

The Selling Securityholders or their respective pledgees, assignees or successors-in-interest may offer and sell or otherwise dispose of the ordinary shares (or ADSs representing such shares) described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Securityholders will bear all commissions and discounts, if any, attributable to the sales of ordinary shares (or ADSs representing such shares). We will bear all other costs, expenses and fees in connection with the registration of the shares. See “Plan of Distribution” beginning on page 51 for more information about how the Selling Securityholders may sell or dispose of their ordinary shares (or ADSs representing such shares).

Our ordinary shares, in the form of ADSs are listed on the New York Stock Exchange, or NYSE, under the symbol “SQNS.” Each ADS will represent ten ordinary shares, nominal value €0.01 per share. On July 15, 2025, the last reported sale price of our shares on the NYSE was $4.72 per ADS.

Investing in our ordinary shares or ADSs involves a high degree of risk. Before deciding whether to invest in our ordinary shares or the ADSs, you should consider carefully the risks and uncertainties incorporated by reference under the heading “Risk Factors” beginning on page 9 of this prospectus and under similar headings in the other documents that are filed after the date hereof and incorporated by reference into this prospectus.

Owning our securities may subject you to tax consequences both in France and in the United States. This prospectus and any applicable prospectus supplement may not describe these consequences fully. You should read the tax discussion in this prospectus and any applicable prospectus supplement. In addition, your ability to enforce civil liberties under U.S. federal securities law may be affected adversely by the fact that we are incorporated under the laws of France, many of our officers and directors and experts named in this prospectus are residents of France or elsewhere outside the United States, and a portion of our assets and the assets of such persons are located outside the United States. See “Enforcement of Civil Liabilities.”

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

TABLE OF CONTENTS


			Page
About This Prospectus			1
Information Regarding Forward-Looking Statements			2
Prospectus Summary			4
Our Company			8
Risk Factors			9
Use of Proceeds			27
Capitalization			28
The Debenture Private Placement			29
Description of Share Capital			30
Description of American Depositary Shares			37
Certain Income Tax Considerations			41
Enforcement of Civil Liabilities			48
Selling Securityholders			49
Plan of Distribution			51
Expenses Related to Registration			54
Legal Matters			55
Experts			55
Incorporation of Documents by Reference			55
Where You Can Find More Information About Us			55

ABOUT THIS PROSPECTUS

This prospectus relates to the proposed resale or other disposition of up to 1,822,500,010 of our ordinary shares, which may be represented by up to 182,250,001 American Depositary Shares, or ADSs, by the Selling Securityholders. The Secured Convertible Debentures in the aggregate principal amount of $189 million, convertible into the Conversion Shares and/or the Pre-Funded Warrants, and the Warrants were issued by our company to the Selling Securityholders on July 7, 2025, pursuant to the Secured Convertible Debenture Purchase Agreement, dated as of June 22, 2025, by and among us, the Collateral Agent defined therein, and the purchasers set forth therein (the “Debenture Purchase Agreement”). The Selling Securityholders acquired the Secured Convertible Debentures and Warrants from us in private placements pursuant to the Debenture Purchase Agreement. The Conversion Shares, Pre-Funded Warrant Shares, Interest ADSs and Warrant Shares are being registered pursuant to the requirements of the Debenture Registration Rights Agreement to permit the Selling Securityholders to sell ADSs representing the ordinary shares from time to time in the public market.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares. This prospectus, together with applicable prospectus supplements and the documents incorporated by reference in this prospectus and any prospectus supplements, includes all material information relating to this offering. Please carefully read both this prospectus and any prospectus supplement together with additional information described below under “Risk Factors,” “Where You Can Find More Information About Us” and “Incorporation of Documents by Reference.”

We have not authorized anyone to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus (as supplemented or amended). The Selling Securityholders are offering to sell, and seeking offers to buy, ordinary shares (or ADSs representing such shares) only in jurisdictions where it is lawful to do so. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any ordinary shares (or ADSs representing such shares) other than the registered shares to which they relate, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy shares in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of securities described in this prospectus. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates.

In this prospectus, except where the context otherwise requires and for purposes of this prospectus only:

•“we,” “us,” “our company,” “the Company,” “the registrant,” “our,” “SQNS” and similar phrases refer to Sequans Communications S.A. and its subsidiaries;

•“Selling Securityholders” refers to each of the entities set forth in the table in the “Selling Securityholders” section herein, collectively with any of their respective transferees or other successors-in-interest;

•“shares” refer to our ordinary shares;

•all references to the “Euro” or “€” are to the euro currency of the European Union and references to “U.S. dollars,” “dollars” or “$” are to Unites States dollars; and

•discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus supplement, and the documents incorporated herein by reference, may contain projections and forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than present and historical facts and conditions contained in this prospectus, any prospectus supplement, and the documents incorporated herein by reference, including statements regarding our future results of operations and financial positions, business strategy, financing plans, including our ability to issue additional equity or debt to finance our continued operations, our ability to enter into new strategic agreements, the exploration of strategic options, expectations for Massive IoT sales, the impact of inventory in our customers’ supply chain on customer demand, our ability to convert our pipeline to revenue, our ability to maintain the NYSE listing of our ADS, and our objectives for future operations, are forward looking statements. These statements are only predictions and reflect our current beliefs and expectations with respect to future events and are based on assumptions and subject to risk and uncertainties and subject to change at any time. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Actual events or results may differ materially from those contained in the projections or forward-looking statements. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation:

•our ability to enter into a strategic transaction or secure financing necessary to continue to operate our business;

•our ability to successfully implement our Bitcoin treasury strategy;

•the contraction or lack of growth of markets in which we compete and in which our products are sold;

•unexpected increases in our expenses resulting from inflationary pressures and rising interest rates, including manufacturing and operating expenses and interest expense;

•our inability to adjust spending quickly enough to offset any unexpected revenue shortfall;

•delays or cancellations in spending by our customers;

•unexpected average selling price reductions;

•the significant fluctuation to which our quarterly revenue and operating results are subject due to cyclicality in the wireless communications industry and transitions to new process technologies;

•our inability to anticipate the future market demands and future needs of our customers;

•our inability to achieve new design wins or for design wins to result in shipments of our products at levels and in the timeframes we currently expect;

•our inability to enter into and execute on strategic alliances;

•our ability to meet performance milestones under strategic license agreements;

•the impact of component shortages, suppliers’ lack of production capacity, natural disasters or pandemics on our sourcing operations and supply chain;

•the impact of the Ukraine-Russia conflict on our independent contractors located in Ukraine and the Israeli-Hamas conflict on our employees located in Israel;

•our ability to raise debt and equity financing; and

•other factors detailed in documents we file from time to time with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” as well as similar expressions. Forward-looking statements reflect our current views with respect to future events, are based on assumptions and are subject to risks, uncertainties and other important factors. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. We cannot assure you that our plans, intentions or expectations will be achieved. Our actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this prospectus, any prospectus supplement and the documents incorporated herein by reference. Given these risks, uncertainties and other important factors, you should not place undue reliance on these forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this prospectus, any prospectus supplement and the documents incorporated herein by reference. Also, these forward-looking statements represent our estimates and assumptions only as of the date such forward-looking statements are made. Except as required by law, we assume no obligation to update any forward-looking statements publicly, whether as a result of new information, future events or otherwise.

Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including without limitation the disclosures made under the caption “Risk Factors” in this prospectus, any accompanying prospectus supplement and in our Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC, or Form 20-F, and our other submissions to the SEC, including any Form 6-K submissions furnished by us.

PROSPECTUS SUMMARY

This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in the securities covered by this prospectus. This summary is qualified in its entirety by the more detailed information included in or incorporated by reference into this prospectus and any applicable prospectus supplement. For a more complete understanding of the Company and our securities, we encourage you to read in their entirety and consider carefully the more detailed information in this prospectus and any related prospectus supplement, including the documents referred to in “Where You Can Find More Information About Us” and “Incorporation of Documents by Reference,” before making an investment decision. Some of the statements in this prospectus constitute, and certain statements in any prospectus supplement or the documents incorporated by reference herein and therein may be, forward-looking statements that involve assumptions, risks and uncertainties as further described in “Information Regarding Forward-Looking Statements.”

Overview

IoT Semiconductor Business Overview

We are a fabless designer, developer and supplier of 5G/4G semiconductors and modules fully optimized the Internet-of-Things (IoT), to provide global connectivity solutions for large scale AI applications, such as smart mobility and logistics, smart cities, e-health and wellness, and smart homes, to name few. Our cellular IoT technology must be extremely optimized in power consumption and cost to enable massive deployment. Our product portfolio is composed of chips, or integrated circuits (IC) of baseband processors and radio frequency (RF) transceivers, as well as modules that incorporate these chips along with radio front end subsystem, and rich software that includes advanced modem and signal processing code as well as protocol stack and higher-layer applications. We also provide advanced services and technology licensing that allows us to expand our addressable markets and further monetize our R&D investment.

Recent Developments

Bitcoin Treasury Strategy

On June 23, 2025, we announced the establishment of our Bitcoin treasury. We view Bitcoin holdings as long-term holdings and intend to strategically accumulate Bitcoin as a primary treasury reserve asset. Our strategy includes acquiring and holding Bitcoin using cash from our operations, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase Bitcoin. To support the implementation of this strategy, we expect to build strong partnerships with premier Bitcoin financial services platform and institutional services providers, leveraging their expertise to ensure secure execution, robust governance, and market transparency.

As of July 14, 2025 we hold 1,053 Bitcoins acquired for approximately $120 million at an average price inclusive of fees of approximately $113,893 per Bitcoin. In accordance with IFRS 38 Intangible Assets, we expect to account the investment in Bitcoin as an intangible asset, with the investment being marked to market at each balance sheet date. Under IFRS, reductions in value below historical cost and gains in value up the historical cost are recorded in the statement of profit and loss. Gains in value above historical cost are recorded in “other comprehensive income” and are not reflected in the statement of profit and loss.

We believe our combination of strategic Bitcoin reserve and focus on the semiconductor technological innovation positions us to offer a unique opportunity for potential long-term value creation.

Our Bitcoin treasury strategy exposes us to various risks. For more information regarding risks related to our Bitcoin strategy, see the section titled “Risk Factors – Risks Related to Our Bitcoin Strategy and Holdings”.

Issuance of Equity and Convertible Debt in Private Placements

On June 22, 2025, we entered into a Securities Purchase Agreement (the “Equity Purchase Agreement,” and together with the Debenture Purchase Agreement, the “Purchase Agreements”) with certain institutional and

accredited investors (the “Equity Purchasers”), pursuant to which we agreed to issue to the Equity Purchasers in a private placement (the “Equity Private Placement”) an aggregate of (a) (i) 1,171,987,620 ordinary shares of the Company, represented by 117,198,762 ADSs and (ii) Pre-Funded Warrants to purchase up to an aggregate of 222,458,520 Pre-Funded Warrant Shares and (b) Warrants to purchase up to an aggregate of 209,166,800 Warrant Shares or Pre-Funded Warrants in lieu thereof at the option of the holder of the Warrant, at a combined purchase price of $1.40 per ADS and Warrant, the equivalent of $0.14 per ordinary share and Warrant at the current ratio, or $1.39 per Pre-Funded Warrant and Warrant.

In addition, on June 22, 2025, we also entered into the Debenture Purchase Agreement with certain institutional and accredited investors (the “Debenture Purchasers”), pursuant to which we agreed to issue to the Debenture Purchasers in a private placement (the “Debenture Private Placement” and, together with the Equity Private Placement, the “Private Placements”) (a) Secured Convertible Debentures in the aggregate principal amount of $189 million and (b) Warrants to purchase up to an aggregate of 20,249,998 Warrant Shares.

The Private Placements were carried out, without shareholders’ preferential subscription rights, through reserved offerings to specific categories of investors, pursuant to the fifteenth resolution of the Company’s combined general meeting of shareholders held on June 30, 2025 (the “Shareholder Approval”) and in accordance with Article L. 225-138 of the French Commercial Code.

The Pre-Funded Warrants are exercisable commencing upon issuance thereof at the Equity Closing or Debenture Closing (each, as defined below), as applicable, through the lifetime of the Company at a nominal exercise price of €0.01 per ordinary share represented by the Pre-Funded Warrant Shares, subject to adjustment as provided therein. The Warrants are exercisable commencing upon issuance thereof at the Equity Closing or Debenture Closing, as applicable, for a period of 90 days and may be exercised for (i) ordinary shares represented by the Warrant Shares, at an exercise price equal to $1.40 for each Warrant or (ii) Pre-Funded Warrants, at an exercise price equal to $1.40 minus €0.01 for each Warrant.

A holder (together with its affiliates) may not exercise or convert, as applicable, any portion of the Pre-Funded Warrants, the Warrants or the Secured Convertible Debentures to the extent that the holder would own more than 4.99% (or, solely with respect to the Pre-Funded Warrants and the Warrants, at the holder’s option upon issuance, 9.99%) of the Company’s outstanding ordinary shares immediately after exercise or conversion, as applicable. However, upon at least 61 days’ prior notice from the holder to the Company, a holder with a 4.99% ownership blocker may increase the amount of ownership of outstanding ordinary shares after exercising or converting, as applicable, the holder’s Pre-Funded Warrant, Warrant or Secured Convertible Debenture, as applicable, up to 9.99% of the number of the Company’s ordinary shares outstanding immediately after giving effect to the exercise or conversion, as applicable, as such percentage ownership is determined in accordance with the terms of such Pre-Funded Warrant, the Warrant or the Secured Convertible Debenture, as applicable.

The Secured Convertible Debentures are convertible into (i) the Conversion Shares or (ii) Pre-Funded Warrants at the option of a Debenture Purchaser at any time at a conversion price of $2.10 per ADS, subject to adjustment as provided therein. (a) From and after the first anniversary date of the date the Secured Convertible Debentures are issued at the Debenture Closing (the “Issuance Date”) until, but not including, the second anniversary date of the Issuance Date, interest shall accrue on the outstanding principal balance of the Secured Convertible Debentures at an annual rate equal to 6.0%, and (b) from and after the second anniversary date of the Issuance Date, interest shall accrue on the outstanding principal balance of the Secured Convertible Debentures at an annual rate equal to 8.0%.

The maturity date of the Secured Convertible Debentures will be the date that is the first business day on or after 36 months from the Issuance Date. Beginning on and including (a) the 12-month anniversary of the Issuance Date, in the event that the market price of Company’s ADSs equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) out of any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a redemption notice to the holder of the Secured Convertible Debentures (and provided that certain equity conditions are satisfied on each trading day of such 30 consecutive trading day period), or (b) the 16-month anniversary of the Issuance Date, in the event that the market price of Company’s ADSs has been equal to or less than 40% of the conversion price then in effect for the 10 consecutive trading day period ending on, and including, the trading day immediately

preceding the date on which the Company provides a redemption notice to the holder of the Secured Convertible Debentures, the Company shall have the right, but not the obligation, to redeem the Secured Convertible Debentures, (x) in the case of an optional redemption pursuant to clause (a), at an amount equal to the outstanding principal balance being redeemed by the Company, plus all accrued and unpaid interest in respect of such principal balance to, but not including, the date of redemption, plus a payment premium in respect of such principal balance and accrued and unpaid interest equal to (i) 3.0% for payments made within 12 months of the date of the Secured Convertible Debentures and (ii) 5.0% for payments made from and after 12 months of the date of the Secured Convertible Debentures (the “Payment Premium”), and (y) in the case of an optional redemption pursuant to clause (b), at an amount equal to the sum of (A) the product of (i) the outstanding principal balance being redeemed by the Company multiplied by (ii) 108% plus (B) the Payment Premium with respect to all accrued and unpaid interest in respect of such principal balance to, but not including, such date of redemption. A Debenture Purchaser shall have the right to elect to convert all or any portion of the outstanding principal balance being redeemed by the Company (and accrued and unpaid interest thereon) until the business day immediately preceding the applicable date of redemption.

A Debenture Purchaser also has the right to require the Company to repurchase for cash all or any portion of the principal of such Debenture Purchaser’s Secured Convertible Debenture in the event of a Fundamental Change (as defined in the Secured Convertible Debentures) at a repurchase price equal to the outstanding principal balance to be so repurchased, plus all accrued and unpaid interest thereunder as of the date of such repurchase, plus the Payment Premium in respect of such principal balance and accrued and unpaid interest.

The Equity Private Placement closed on July 4, 2025 (the “Equity Closing”) and the Debenture Private Placement closed on July 7, 2025 (the “Debenture Closing”).

The aggregate gross proceeds from the Private Placements were approximately $376 million. The Company intends to use the net proceeds from the Private Placements for the purchase of Bitcoin and for general corporate purposes associated with purchasing Bitcoin, subject to the security and collateral requirements of the Debenture Private Placement.

The Private Placements are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the terms of the Purchase Agreements, the Company also agreed to enter into the Debenture Registration Rights Agreement with the Debenture Purchasers and a registration rights agreement with the Equity Purchasers (the “Equity Registration Rights Agreement”), respectively, pursuant to which the Company agreed to file registration statements to register the resale of the ADSs, Pre-Funded Warrant Shares, Warrant Shares, and Conversion Shares, as applicable, within seven business days and 15 days, respectively, of the Equity Closing or Debenture Closing, as applicable.

In connection with the Debenture Private Placement, the Company also agreed to forms of documents to be executed upon the occurrence of certain events contemplated under the Debenture Purchase Agreement, including but not limited to, a guaranty and security agreement (the “Security Agreement”). Pursuant to the Security Agreement, all obligations of the Company under the Secured Convertible Debentures will be secured by security interests in certain property of the Company and certain subsidiaries of the Company.

The foregoing descriptions of the Equity Purchase Agreement, Debenture Purchase Agreement, Pre-Funded Warrant, Warrant, Secured Convertible Debentures, Equity Registration Rights Agreement, Debenture Registration Rights Agreement and Security Agreement do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the forms of Equity Purchase Agreement, Debenture Purchase Agreement, Pre-Funded Warrant, Warrant, Secured Convertible Debentures, Equity Registration Rights Agreement, Debenture Registration Rights Agreement and Security Agreement, which were filed as Exhibits 10.1, 10.2, 4.1, 4.2, 4.3, 10.3, 10.4 and 10.5, respectively, to the Company’s Form 6-K/A, filed with the SEC on June 23, 2025, and are incorporated herein by reference.

Risk Factors

Investing in our securities entails a high degree of risk as discussed in the “Risk Factors” section beginning on page 9 of this prospectus and in the documents incorporated by reference in this prospectus. You should carefully consider such risks before deciding to invest in our securities.

THE OFFERING


Ordinary Shares offered by the Selling Securityholders:						1,822,500,010 ordinary shares

ADSs offered by the Selling Securityholders:						182,250,001 ADSs

Ordinary Shares outstanding as of July 7, 2025:						1,427,163,962 ordinary shares

ADSs outstanding as of July 7, 2025:						142,714,545 ADSs

NYSE Symbol:						Our ordinary shares, in the form of ADSs are listed on the New York Stock Exchange, or NYSE, under the symbol “SQNS”.

Use of Proceeds:						We will not receive any of the proceeds from the sale of ordinary shares (or ADSs representing such shares) in this offering. The Selling Securityholders will receive all of the proceeds from this offering.

OUR COMPANY

We are a fabless semiconductor company with Bitcoin treasury.

We are a designer, developer and supplier of 5G/4G cellular chips and modules fully optimized the Internet-of-Things (IoT), in support of large scale AI applications, such as smart mobility and logistics, smart cities, e-health and wellness, and smart homes, to name few. Our cellular IoT technology must be extremely optimized in power consumption and cost to enable massive deployment. Our product portfolio is composed of chips, or integrated circuits (IC) of baseband processors and radio frequency (RF) transceivers, as well as modules that incorporate these chips along with radio front end subsystem, and rich software that includes advanced modem and signal processing code as well as protocol stack and higher-layer applications. We also provide advanced services and technology licensing that allows us to expand our addressable markets and further monetize our R&D investment.

On June 23, 2025, we announced the establishment of our Bitcoin treasury. We view Bitcoin holdings as long-term holdings and intend to strategically accumulate Bitcoin as a primary treasury reserve asset. Our strategy includes acquiring and holding Bitcoin using cash from our operations, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase Bitcoin. To support the implementation of this strategy, we expect to build strong partnership with premier Bitcoin financial services platform and institutional services providers, leveraging their expertise to ensure secure execution, robust governance, and market transparency.

We were incorporated as a société anonyme under the laws of the French Republic on October 7, 2003, for a period of 99 years. We are registered at the Nanterre Commerce and Companies Registry under the number SIREN 450 249 677 RC.S Nanterre. Our principal executive offices are located at Forest, 15-55 boulevard Charles de Gaulle, 92700 Colombes, France, and our telephone number is +33 1 70 72 16 00. Our agent for service of process in the U.S. is GKL Corporate/Search, Inc., One Capitol Mall, Suite 660, Sacramento, California 95814.

Our website is www.sequans.com. Information contained on, or that can be accessed through, our website, does not constitute part of this prospectus and inclusions of our website address, in this prospectus are inactive textual references only. The information that can be accessed through our website is not part of this prospectus, and investors should not rely on any such information in deciding whether to purchase our securities.

RISK FACTORS

Investing in our securities involves certain risks. In addition to the risks highlighted below, you should read the risks and uncertainties set forth in the section entitled “Risk Factors” in our most recently filed Form 20-F, as updated by any Form 6-K furnished with the SEC, which are incorporated by reference in this prospectus, and the “Risk Factors” section in any relevant prospectus supplement, before investing in any securities that may be offered pursuant to this prospectus. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also adversely affect us. If any of those risks occur, our business, financial condition or results of operations could be materially harmed. In such case, the value of our securities could decline.

Risks Related to Our Bitcoin Strategy and Holdings

Our Bitcoin strategy exposes us to various risks, including risks associated with Bitcoin.

Our Bitcoin strategy exposes us to various risks, including the following:

Bitcoin is a highly volatile asset. Bitcoin is a highly volatile asset that has traded below $50,000 per Bitcoin and above $120,000 per Bitcoin in the past 12 months. The trading price of Bitcoin significantly decreased during prior periods, and such declines may occur again in the future.

Bitcoin does not inherently pay interest or dividends. Bitcoin does not inherently pay interest or other periodic returns and we can only generate cash from our Bitcoin holdings if we sell our Bitcoin or implement strategies to create income streams or otherwise generate cash by using our Bitcoin holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our Bitcoin holdings, and any such strategies may subject us to additional risks.

Our Bitcoin holdings may significantly impact our financial results and the market price of our ADSs. Our Bitcoin holdings are expected to impact our financial results and the market price of our ADSs. Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our Bitcoin holdings.”

Our assets will be concentrated in Bitcoin. We expect that a large portion of our assets will be concentrated in our Bitcoin holdings. The concentration of our assets in Bitcoin limits our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of treasury assets.

We will purchase Bitcoin using primarily proceeds from equity and debt financings. Our ability to achieve the objectives of our Bitcoin strategy depends in significant part on our ability to obtain equity and debt financing. If we are unable to obtain equity or debt financing on favorable terms or at all, we may not be able to successfully execute on our Bitcoin strategy.

Our Bitcoin strategy has not been tested under different market conditions. We have just begun to implement our strategy to acquire Bitcoin. This strategy has not been tested under different market conditions. For example, although we believe Bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of Bitcoin declined in recent periods during which the inflation rate increased. If Bitcoin prices were to decline or our Bitcoin strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our ADSs would be materially adversely impacted.

We will be subject to counterparty risks, including in particular risks relating to our custodians. Although we expect to implement various measures that are designed to mitigate our counterparty risks, such as storing substantially all of the Bitcoin we own in custody accounts at U.S.-based, institutional-grade custodians and negotiating contractual arrangements intended to establish that our property interest in custodially-held Bitcoin is not subject to claims of our custodians’ creditors, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodially-held Bitcoin were nevertheless considered to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership rights with respect to such Bitcoin, or delaying or hindering our access to our

Bitcoin holdings, and this may ultimately result in the loss of the value related to some or all of such Bitcoin, which could have a material adverse effect on our financial condition as well as the market price of our ADSs.

The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of Bitcoin. A series of high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry in recent years have highlighted the counterparty risks applicable to owning and transacting in digital assets. Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation of our Bitcoin, nor have such events adversely impacted our access to our Bitcoin, they have, in the short-term, likely negatively impacted the adoption rate and use of Bitcoin. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of Bitcoin, limit the availability to us of financing collateralized by Bitcoin, or create or expose additional counterparty risks.

Changes in the accounting standards or our strategy related to our Bitcoin holdings could have significant accounting impacts, including increasing the volatility of our results. In accordance with IAS 38 Intangible Assets, we expect to account the investment in Bitcoin as an intangible asset, with the investment being marked to market at each balance sheet date. Under IFRS, reductions in value below historical cost and gains in value up the historical cost are recorded in the statement of profit and loss. Gains in value above historical cost are recorded in “other comprehensive income” and are not reflected in the statement of profit and loss. This differs from US Generally Accepted Accounting Principles (US GAAP) Accounting Standard Update (ASU) 2023-08 which requires companies to measure their Bitcoin holdings at fair value in the statement of financial position, and to recognize gains and losses from changes in the fair value of Bitcoin in net income each reporting period. Should IFRS accounting standards change in the future to converge with US GAAP, the volatility in the price of Bitcoin could have a material impact on our financial results, increase the volatility of our financial results, and affect the carrying value of our Bitcoin on our balance sheet. These impacts could in turn have a material adverse effect on our financial results and the market price of our ADSs.

Our Bitcoin strategy subjects us to heightened regulatory scrutiny. Our Bitcoin strategy exposes us to heightened regulatory scrutiny from the SEC and other agencies. There are increased risks related to anti-money laundering, sanctions compliance, and the potential for regulatory actions if the company inadvertently transacts with illicit actors. Using Bitcoin as collateral and engaging in related financial strategies may trigger additional compliance requirements under money transmission, commodities, and securities laws. Regulatory focus on digital assets has intensified following events like the FTX collapse, which could lead to higher costs or restrictions. Additionally, private institutions may take actions that negatively affect the company due to concerns about its Bitcoin exposure.

The emergence or growth of other digital assets could have a negative impact on the price of Bitcoin and adversely affect our business. Our financial condition is particularly exposed to this risk because our assets are concentrated in Bitcoin. Alternative digital assets, such as Ethereum—which has adopted a more energy-efficient validation method—and stablecoins, which are designed to maintain a constant value, are gaining popularity and market share. Additionally, central banks are developing their own digital currencies (CBDCs), which could further compete with or even replace Bitcoin as a medium of exchange or store of value. If these alternatives are perceived as superior or become widely adopted, the demand for Bitcoin could decrease, adversely affecting our business and financial results.

The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

Bitcoin is a highly volatile asset, and fluctuations in the price of Bitcoin are likely to influence our financial results and the market price of our ADSs.

Bitcoin is a highly volatile asset, and fluctuations in the price of Bitcoin are likely to influence our financial results and the market price of our ADSs. Our financial results and the market price of our ADSs would be adversely affected, and our business and financial condition would be negatively impacted, if the price of Bitcoin decreased substantially (as it has in the past, including during 2022), including as a result of:

•decreased user and investor confidence in Bitcoin, including due to the various factors described herein;

•investment and trading activities, such as (i) trading activities of highly active retail and institutional users, speculators, miners and investors; (ii) actual or expected significant dispositions of Bitcoin by large holders, including the expected liquidation of digital assets seized by governments or associated with entities that have filed for bankruptcy protection, such as the (a) transfers of Bitcoin to claimants following proceedings related to a 2016 hack of Bitfinex, which claims are currently being adjudicated, (b) court-approved sales of 69,370 Bitcoin seized from the Silk Road marketplace by the U.S. Department of Justice; and (iii) actual or perceived manipulation of the spot or derivative markets for Bitcoin or spot Bitcoin exchange-traded products (“ETPs”);

•negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, Bitcoin or the broader digital assets industry, for example, (i) public perception that Bitcoin can be used as a vehicle to circumvent sanctions, including sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities, such as the purported use of digital assets by Hamas to fund its terrorist attack against Israel in October 2023; (ii) expected or pending civil, criminal, regulatory enforcement or other high profile actions against major participants in the Bitcoin ecosystem; (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates; and (iv) the actual or perceived environmental impact of Bitcoin and related activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations, and other actors related to the energy resources consumed in the Bitcoin mining process;

•changes in consumer preferences and the perceived value or prospects of Bitcoin;

•competition from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored characteristics, that are backed by governments, including the U.S. government, or reserves of fiat currencies, or that represent ownership or security interests in physical assets;

•a decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for Bitcoin purchase and sale transactions, such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of Bitcoin or adversely affect investor confidence in digital assets generally;

•the identification of Satoshi Nakamoto, the pseudonymous person or persons who developed Bitcoin, or the transfer of substantial amounts of Bitcoin from Bitcoin wallets attributed to Mr. Nakamoto;

•developments relating to the Bitcoin protocol, including (i) changes to the Bitcoin protocol that impact its security, speed, scalability, usability, or value, such as changes to the cryptographic security protocol underpinning the Bitcoin blockchain, changes to the maximum number of Bitcoin outstanding, changes to the mutability of transactions, changes relating to the size of blockchain blocks, and similar changes, (ii) failures to make upgrades to the Bitcoin protocol to adapt to security, technological, legal or other challenges, and (iii) changes to the Bitcoin protocol that introduce software bugs, security risks or other elements that adversely affect Bitcoin;

•disruptions, failures, unavailability, or interruptions in services of trading venues for Bitcoin, such as, for example, the announcement by the digital asset exchange FTX Trading that it would freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy protection and the SEC enforcement action brought against Binance Holdings Ltd., which was subsequently dismissed on May 29, 2025, which initially sought to freeze all of its assets during the pendency of the enforcement action and resulted in Binance discontinuing all fiat deposits and withdrawals in the U.S.;

•the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending platforms, investment funds, or other digital asset industry participants, such as the filing for bankruptcy protection by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network and Voyager Digital Holdings in 2022, the ordered liquidation of the digital asset investment fund Three Arrows Capital in 2022, the announced liquidation of Silvergate Bank in 2023, the government-mandated closure and sale of Signature Bank in 2023, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by the Nevada Department of Business and Industry in 2023, and the exit of Binance from the U.S. market as part of its settlement with the Department of Justice and other federal regulatory agencies;

•regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of Bitcoin, or that adversely affect the operations of or otherwise prevent digital asset custodians, trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry;

•further reductions in mining rewards of Bitcoin, including due to block reward halving events, which are events that occur after a specific period of time (the most recent of which occurred in April 2024) that reduce the block reward earned by “miners” who validate Bitcoin transactions, or increases in the costs associated with Bitcoin mining, including increases in electricity costs and hardware and software used in mining, or new or enhanced regulation or taxation of Bitcoin mining, which could further increase the costs associated with Bitcoin mining, any of which may cause a decline in support for the Bitcoin network;

•transaction congestion and fees associated with processing transactions on the Bitcoin network;

•macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations;

•developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the Bitcoin blockchain becoming insecure or ineffective; and

•changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, and the adverse impacts attributable to global conflicts, including those between Russia and Ukraine and in the Middle East.

Our operating results will be dependent on the price of digital assets and Bitcoin. If such price declines, our business, operating results, and financial condition would be adversely affected.

Any declines in the volume of digital asset transactions, the price of digital assets, or market liquidity for digital assets generally may adversely affect our operating results. As part of our Bitcoin strategy, we will have significant investments in Bitcoin and Bitcoin-related assets. Our operating results will be impacted by the change in value of Bitcoin, and should the Company purchase, sell or trade Bitcoin in the future, by the revenue and profits we may generate from such purchases, sales or trades and the financial contracts linked to Bitcoin. The price of digital assets and associated demand for buying, selling, and trading of digital assets have historically been subject to significant volatility. For instance, in 2017 and 2021, the value of certain digital assets, including Bitcoin, experienced steep increases in value, followed by steep declines in 2018 and 2022. After recovering from the 2018 decline and reaching record highs in December 2021, the value of the total crypto market cap declined by approximately 64% in the twelve months ended December 31, 2022. The collapse of several companies in the digital asset industry such as

Celsius, Voyager and FTX impacted digital assets prices in 2022 and the majority of 2023. The price and trading volume of any digital asset is subject to significant uncertainty and volatility, and may significantly decline in the future, without recovery. Such uncertainty and volatility depend on a number of factors, including:

•market conditions across the cryptoeconomy;

•changes in liquidity, volume, and trading activities;

•trading activities on digital asset trading platforms worldwide, many of which may be unregulated, and may include manipulative activities;

•investment and trading activities of highly active retail and institutional users, speculators, miners, and investors;

•the speed and rate at which cryptocurrency is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all;

•decreased user and investor confidence in digital assets and digital asset trading platforms;

•negative publicity and events relating to the cryptoeconomy;

•unpredictable social media coverage or “trending” of digital assets;

•the ability for digital assets to meet user and investor demands;

•the functionality and utility of digital assets and their associated ecosystems and networks, including digital assets designed for use in various applications;

•consumer preferences and perceived value of digital assets and digital asset markets;

•increased competition from other payment services or other digital assets that exhibit better speed, security, scalability, or other characteristics;

•regulatory (including enforcement) or legislative changes and updates affecting the cryptoeconomy;

•the characterization of digital assets under the laws of various jurisdictions around the world;

•the maintenance, troubleshooting, and development of the blockchain networks underlying digital assets, including by miners, validators, and developers worldwide;

•the ability for cryptocurrency networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;

•ongoing technological viability and security of digital assets and their associated smart contracts, applications and networks, including vulnerabilities against hacks and scalability;

•fees and speed associated with processing digital asset transactions, including on the underlying blockchain networks and on digital asset trading platforms;

•financial strength of market participants;

•the availability and cost of funding and capital;

•the liquidity of digital asset trading platforms;

•interruptions in service from or failures of major digital asset trading platforms;

•availability of an active derivatives market for various digital assets;

•availability of banking and payment services to support cryptocurrency-related projects;

•level of interest rates and inflation;

•monetary policies of governments, trade restrictions, and fiat currency devaluations; and

•national and international economic and political conditions.

There is no assurance that any digital asset will maintain its value or that there will be meaningful levels of trading activities. For example, in 2022 we witnessed dampened demand for trading digital assets in the wake of industry turmoil. In the event that the price of digital assets or the demand for trading digital assets decline, our business, operating results, and financial condition could be adversely affected.

Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.

Bitcoin and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of Bitcoin or the ability of individuals or institutions such as us to own or transfer Bitcoin.

The U.S. federal government, states, regulatory agencies, and foreign countries, including the European Union, may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of Bitcoin or the ability of individuals or institutions such as us to own or transfer Bitcoin. For example, within the past several years:

•President Trump signed an executive order instructing a working group comprised of representatives from key federal agencies to evaluate measures that can be taken to provide regulatory clarity and certainty built on technology-neutral regulations for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries, and this working group is required to submit a report with regulatory and legislative proposals on or before July 22, 2025;

•in January 2025, the SEC announced the formation of a “Crypto Task Force,” which was created to provide clarity on the application of the federal securities laws to the crypto asset market and to recommend policy measures with respect to digital asset security status, registration and listing of digital asset-based investment vehicles, and digital asset custody, lending and staking;

•in June 2023, the SEC filed complaints against Binance Holdings Ltd. and Coinbase, Inc., and their respective affiliated entities, relating to, among other claims, that each party was operating as an unregistered securities exchange, broker, dealer, and clearing agency;

•in December 2020, the SEC filed a complaint against Ripple Labs, Inc., relating to, among other claims, that Ripple undertook the distribution of unregistered securities;

•in November 2023, the SEC filed a complaint against Payward Inc. and Payward Ventures Inc., together known as Kraken, alleging, among other claims, that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and clearing agency;

•the European Union adopted Markets in Crypto Assets Regulation (“MiCA”), a comprehensive digital asset regulatory framework for the issuance and use of digital assets, like Bitcoin;

•in June 2023, the United Kingdom adopted and implemented the Financial Services and Markets Act 2023 (“FSMA 2023”), which regulates market activities in “cryptoassets;”

•in November 2023, Binance Holdings Ltd. and its then chief executive officer reached a settlement with the U.S. Department of Justice, CFTC, the U.S. Department of Treasury’s Office of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year investigation by the agencies and a civil

suit brought by the CFTC, pursuant to which Binance Holdings Ltd. agreed to, among other things, pay $4.3 billion in penalties across the four agencies and to discontinue its operations in the United States; and

•in China, the People’s Bank of China and the National Development and Reform Commission have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal within the country.

While the complaint against Coinbase, Inc. was dismissed in February 2025, the complaint against Payward Inc. and Payward Ventures Inc. was dismissed with prejudice in March 2025, and the complaint against Binance Holdings Ltd. was dismissed on May 29, 2025, the SEC or other regulatory agencies may initiate similar actions in the future, which could materially impact the price of Bitcoin and our ability to own or transfer Bitcoin. Further, in June of 2025 a federal judge in the Southern District of New York rejected a joint motion by Ripple Labs and the SEC that would have endorsed the $50 million fine to settle a civil lawsuit over the sale of alleged unregistered securities. Similar intervention by the U.S. courts may also materially impact the price of Bitcoin and our ability to own or transfer Bitcoin.

It is not possible to predict whether or when new laws will be enacted that change the legal framework governing digital assets or provide additional authorities to the SEC or other regulators, or whether or when any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions to continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations, might impact the value of digital assets generally and Bitcoin specifically. The consequences of any new law or regulation relating to digital assets and digital asset activities could adversely affect the market price of Bitcoin, as well as our ability to hold or transact in Bitcoin, and in turn adversely affect the market price of our ADSs.

Moreover, the risks of engaging in a Bitcoin strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

The growth of the digital assets industry in general, and the use and acceptance of Bitcoin in particular, may also impact the price of Bitcoin and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of Bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to Bitcoin, institutional demand for Bitcoin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for Bitcoin as a store of value or means of payment, and the availability and popularity of alternatives to Bitcoin. Even if growth in Bitcoin adoption occurs in the near or medium-term, there is no assurance that Bitcoin usage will continue to grow over the long-term.

Because Bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain, a variety of technical factors related to the Bitcoin blockchain could also impact the price of Bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of Bitcoin transactions, hard “forks” of the Bitcoin blockchain into multiple blockchains, airdops, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the Bitcoin blockchain and negatively affect the price of Bitcoin. In the occurrence of such events, there is a risk that we may not be able to access, claim, or benefit from such assets, or that doing so could expose us to additional risks or liabilities. The liquidity of Bitcoin may also be reduced and damage to the public perception of Bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold Bitcoin, provide Bitcoin-related services or accept Bitcoin as payment, which could also decrease the price of Bitcoin. Actions by U.S. banking regulators, such as the issuance in February 2023 by Federal banking agencies of the “Interagency Liquidity Risk Statement,” which cautioned banks on contagion risks posed by providing services to digital assets customers, and similar actions, have in the past resulted in or contributed to reductions in access to banking services for Bitcoin-related customers and service providers, or the willingness of traditional financial institution to participate in markets for digital assets. The liquidity of Bitcoin may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for Bitcoin and other digital assets.

Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our Bitcoin holdings.

Because we are only beginning to enact our Bitcoin strategy, our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of Bitcoin. The price of Bitcoin has historically been subject to dramatic price fluctuations and is highly volatile.

The availability of spot ETPs for Bitcoin and other digital assets may adversely affect the market price of our ADSs.

Although Bitcoin and other digital assets have experienced a surge of investor attention since Bitcoin was invented in 2008, until recently investors in the United States had limited means to gain direct exposure to Bitcoin through traditional investment channels, and instead generally were only able to hold Bitcoin through “hosted” wallets provided by digital asset service providers or through “unhosted” wallets that expose the investor to risks associated with loss or hacking of their private keys. Given the relative novelty of digital assets, general lack of familiarity with the processes needed to hold Bitcoin directly, as well as the potential reluctance of financial planners and advisers to recommend direct Bitcoin holdings to their retail customers because of the manner in which such holdings are custodied, some investors have sought exposure to Bitcoin through investment vehicles that hold Bitcoin and issue shares representing fractional undivided interests in their underlying Bitcoin holdings. These vehicles, which were previously offered only to “accredited investors” on a private placement basis, have in the past traded at substantial premiums to net asset value, possibly due to the relative scarcity of traditional investment vehicles providing investment exposure to Bitcoin.

On January 10, 2024, the SEC approved the listing and trading of spot Bitcoin ETPs, the shares of which can be sold in public offerings and are traded on U.S. national securities exchanges. The approved ETPs commenced trading directly to the public on January 11, 2024, with a trading volume of $4.6 billion on the first trading day. To the extent investors view our ADSs as providing exposure to Bitcoin, it is possible that the value of our ADSs may be influenced by the trading activity and performance of these spot Bitcoin ETPs. Additionally, on May 23, 2024, the SEC approved rule changes permitting the listing and trading of spot ETPs that invest in ether, the main crypto asset supporting the Ethereum blockchain. The approved spot ETPs commenced trading directly to the public on July 23, 2024. The listing and trading of spot ETPs for ether offers investors another alternative to gain exposure to digital assets, which could result in a decline in the trading price of Bitcoin as well as a decline in the value of our ADSs relative to the value of our Bitcoin.

Although we are an operating company, and we believe we offer a different value proposition than a Bitcoin investment vehicle such as a spot Bitcoin ETP, investors may nevertheless view our ADSs as an alternative to an investment in an ETP, and choose to purchase shares of a spot Bitcoin ETP instead of our ADSs. They may do so for a variety of reasons, including if they believe that ETPs offer a “pure play” exposure to Bitcoin that is generally not subject to federal income tax at the entity level as we are, or the other risk factors applicable to an operating business, such as ours. Additionally, unlike spot Bitcoin ETPs, we (i) do not seek for our ADSs to track the value of the underlying Bitcoin we hold before payment of expenses and liabilities, (ii) do not benefit from various exemptions and relief under the Securities Exchange Act of 1934, as amended (“the Exchange Act”), including Regulation M, and other securities laws, which enable ETPs to continuously align the value of their shares to the price of the underlying assets they hold through share creation and redemption, (iii) operate a wholly-owned Delaware limited liability company rather than a statutory trust, and do not operate pursuant to a trust agreement that would require us to pursue one or more stated investment objectives, and (iv) are not required to provide daily transparency as to our Bitcoin holdings or our daily net asset value. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to our securities. Based on how we are viewed in the market relative to ETPs, and other vehicles which offer economic exposure to Bitcoin, such as Bitcoin futures exchange-traded funds (“ETFs”), leveraged Bitcoin futures ETFs, and similar vehicles offered on international exchanges, any premium or discount in our ADSs relative to the value of our Bitcoin holdings may increase or decrease in different market conditions.

As a result of the foregoing factors, availability of spot ETPs and ETFs for Bitcoin and other digital assets could have a material adverse effect on the market price of our ADSs.

Our Bitcoin strategy subjects us to enhanced regulatory oversight.

As noted above, several spot Bitcoin ETPs have received approval from the SEC to list their shares on a U.S. national securities exchange with continuous share creation and redemption at net asset value. Even though we are not, and do not function in the manner of, a spot Bitcoin ETP, it is possible that we nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to our Bitcoin holdings.

In addition, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While we have implemented and maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire our Bitcoin through entities subject to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our Bitcoin from bad actors that have used Bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in Bitcoin by us may be restricted or prohibited.

All of our current Bitcoin holdings serve as collateral securing our outstanding indebtedness pursuant to the Secured Convertible Debentures, and all or a significant portion of our Bitcoin holdings may continue to serve as collateral for such indebtedness in the future. We may also consider pursuing strategies to create income streams or otherwise generate funds using our Bitcoin holdings. These types of Bitcoin-related transactions are the subject of enhanced regulatory oversight. These and any other Bitcoin-related transactions we may enter into, beyond simply acquiring and holding Bitcoin, may subject us to additional regulatory compliance requirements and scrutiny, including under federal and state money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations.

Additional laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX, one of the world’s largest cryptocurrency exchanges, in November 2022. The FTX collapse may have increased regulatory focus on the digital assets industry. Increased enforcement activity and changes in the regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting Bitcoin, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant costs or significantly limit our ability to hold and transact in Bitcoin.

In addition, private actors that are wary of Bitcoin or the regulatory concerns associated with Bitcoin have in the past taken and may in the future take further actions that may have an adverse effect on our business or the market price of our ADSs. For example, it is possible that a financial institution could restrict customers from buying shares of our ADSs if it were to determine that our ADSs’ value is closely tied to the performance of Bitcoin, signaling a reluctance to facilitate exposure to virtual currencies.

Due to the unregulated nature and lack of transparency surrounding the operations of many Bitcoin trading venues, Bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in Bitcoin trading venues and adversely affect the value of our Bitcoin.

Bitcoin trading venues are relatively new and, in many cases, unregulated. Furthermore, there are many Bitcoin trading venues which do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in Bitcoin trading venues, including prominent exchanges that handle a significant volume of Bitcoin trading and/or are subject to regulatory oversight, in the event one or more Bitcoin trading venues cease or pause for a prolonged period the trading of Bitcoin or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems.

In 2019 there were reports claiming that 80-95% of Bitcoin trading volume on trading venues was false or non-economic in nature, with specific focus on unregulated exchanges located outside of the United States. The SEC also alleged as part of its June 5, 2023, complaint against Binance Holdings Ltd. that Binance committed strategic and targeted “wash trading” through its affiliates to artificially inflate the volume of certain digital assets traded on its exchange. The SEC has also brought recent actions against individuals and digital asset market participants alleging that such persons artificially increased trading volumes in certain digital assets through wash trades, or repeated buying and selling of the same assets in fictitious transactions to manipulate their underlying trading price. Such reports and allegations may indicate that the Bitcoin market is significantly smaller than expected and that the United States makes up a significantly larger percentage of the Bitcoin market than is commonly understood. Any actual or perceived wash trading in the Bitcoin market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of our Bitcoin.

Negative perception, a lack of stability in the broader Bitcoin markets and the closure, temporary shutdown or operational disruption of Bitcoin trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the Bitcoin ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in Bitcoin and the broader Bitcoin ecosystem and greater volatility in the price of Bitcoin. For example, in 2022, each of Celsius Network, Voyager Digital, Three Arrows Capital, FTX, and BlockFi filed for bankruptcy, following which the market prices of Bitcoin and other digital assets significantly declined. In addition, in June 2023, the SEC announced enforcement actions against Coinbase, Inc., and Binance Holdings Ltd., two providers of large trading venues for digital assets, which similarly was followed by a decrease in the market price of Bitcoin and other digital assets. These were followed in November 2023, by an SEC enforcement action against Payward Inc. and Payward Ventures Inc., together known as Kraken, another large trading venue for digital assets. While the complaint against Coinbase, Inc. was dismissed in February 2025, the complaint against Payward Inc. and Payward Ventures Inc. was dismissed with prejudice in March 2025, and the complaint against Binance Holdings Ltd. was dismissed on May 29, 2025, the SEC or other regulatory agencies may initiate similar actions in the future. As the price of our ADSs is affected by the value of our Bitcoin holdings, the failure of a major participant in the Bitcoin ecosystem could have a material adverse effect on the market price of our ADSs.

The concentration of our Bitcoin holdings could enhance the risks inherent in our Bitcoin strategy.

The concentration of our Bitcoin holdings limits the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury assets, and the absence of diversification enhances the risks inherent in our Bitcoin strategy. Any future significant declines in the price of Bitcoin would have, a more pronounced impact on our financial condition than if we used our cash to purchase a more diverse portfolio of assets.

The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of Bitcoin and adversely affect our business.

As a result of our Bitcoin strategy, our assets are concentrated in our Bitcoin holdings. Accordingly, the emergence or growth of digital assets other than Bitcoin may have a material adverse effect on our financial condition. As of the date of this prospectus, Bitcoin is the largest digital asset by market capitalization. However, there are numerous alternative digital assets and many entities, including consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets that do not use proof-of-work mining like the Bitcoin network. For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake” mechanism for validating transactions that requires significantly less computing power than proof-of-work mining. The Ethereum network has completed another major upgrade since then and may undertake additional upgrades in the future. If the mechanisms for validating transactions in Ethereum and other alternative digital assets are perceived as superior to proof-of-work mining, those digital assets could gain market share relative to Bitcoin.

Other alternative digital assets that compete with Bitcoin in certain ways include “stablecoins,” which are designed to maintain a constant price because of, for instance, their issuers’ promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins in

circulation. Stablecoins have grown rapidly as an alternative to Bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms. As of March 31, 2025, two of the seven largest digital assets by market capitalization were U.S. dollar-pegged stablecoins.

Additionally, central banks in some countries have started to introduce digital forms of legal tender. For example, China’s CBDC project was made available to consumers in January 2022, and governments including the United States, the United Kingdom, the European Union, and Israel have been discussing the potential creation of new CBDCs. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could also compete with, or replace, Bitcoin and other digital assets as a medium of exchange or store of value. As a result, the emergence or growth of these or other digital assets could cause the market price of Bitcoin to decrease, which could have a material adverse effect on our business, prospects, financial condition, and operating results.

Our Bitcoin holdings will be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

Historically, the Bitcoin market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our Bitcoin at favorable prices or at all. For example, a number of Bitcoin trading venues temporarily halted deposits and withdrawals in 2022. As a result, our Bitcoin holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

Further, Bitcoin we hold with our custodians and transact with our trade execution partners does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered Bitcoin or otherwise generate funds using our Bitcoin holdings, including in particular during times of market instability or when the price of Bitcoin has declined significantly. If we are unable to sell our Bitcoin, enter into additional capital raising transactions, including capital raising transactions using Bitcoin as collateral, or otherwise generate funds using our Bitcoin holdings, or if we are forced to sell our Bitcoin at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our Bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our Bitcoin and our financial condition and results of operations could be materially adversely affected.

Substantially all of the Bitcoin we own will be held in custody accounts at one or more institutional-grade digital asset custodians. Further, third-party service providers provide us with material services in connection with the Bitcoin strategy. Security breaches and cyberattacks are of particular concern with respect to our Bitcoin. Bitcoin and other blockchain-based cryptocurrencies and the entities that provide services to participants in the Bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyberattack could result in:

•a partial or total loss of our Bitcoin in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold our Bitcoin;

•harm to our reputation and brand;

•improper disclosure of data and violations of applicable data privacy and other laws; or

•significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader Bitcoin blockchain ecosystem or in the use of the Bitcoin network to conduct financial transactions, which could negatively impact us.

Attacks upon systems across a variety of industries, including industries related to Bitcoin, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. In the past, hackers have successfully employed a social engineering attack against one of our service providers and misappropriated our digital assets, although, to date, such events have not been material to our financial condition or operating results. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements since the onset of the COVID-19 pandemic. The risk of cyberattacks could also be increased by cyberwarfare in connection with geopolitical conflicts, such as the ongoing Russia-Ukraine conflict, or conflicts in the Middle East, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the Bitcoin industry, including third-party services on which we rely, could materially and adversely affect our business.

We face risks relating to the use of third-party advisors connection with the execution of our Bitcoin strategy.

We use third-parties to provide advisory services related to the execution of our Bitcoin strategy. We pay or may pay fees and incentive fees to such third-parties, and may reimburse such third-parties for certain expenses they incur. The fees may be based on a percentage of our net assets and, consequently, such third-parties may have conflicts of interest in connection with decisions that could affect our net assets, such as decisions as to whether and when to make future investments. The departure or termination of, or any misconduct of the third-party advisors, or of a significant number of professionals who act as agents of, or provide support to, the third-party advisors, could have a material adverse effect on our business, financial condition or the results of our operations.

We face risks relating to the custody of our Bitcoin, including the loss or destruction of private keys required to access our Bitcoin and cyberattacks or other data loss relating to our Bitcoin.

We hold substantially all of our Bitcoin in custody accounts at a U.S.-based, institutional-grade custodian that has demonstrated records of regulatory compliance and information security, and as we further execute on our strategy, we may expand our holdings to multiple similar custodians. Our custodial services contract does, and any future contracts will, not restrict our ability to reallocate our Bitcoin among our custodians, and our Bitcoin holdings may be concentrated with a single custodian from time to time, such as presently as we negotiate new arrangements. In light of the significant amount of Bitcoin we will hold, we will continually seek to engage additional custodians to achieve a greater degree of diversification in the custody of our Bitcoin as the extent of potential risk of loss is dependent, in part, on the degree of diversification. If there is a decrease in the availability of digital asset custodians that we believe can safely custody our Bitcoin, for example, due to regulatory developments or enforcement actions

that cause custodians to discontinue or limit their services in the United States, we may need to enter into agreements that are less favorable or take other measures to custody our Bitcoin, and our ability to seek a greater degree of diversification in the use of custodial services would be materially adversely affected.

Any insurance that may cover losses of our Bitcoin holdings will cover only a small fraction of the value of the entirety of our Bitcoin holdings, and there can be no guarantee that such insurance will be maintained as part of the custodial services we have or that such coverage will cover losses with respect to our Bitcoin. Moreover, our use of custodians exposes us to the risk that the Bitcoin our custodians hold on our behalf could be subject to insolvency proceedings and we could be treated as a general unsecured creditor of the custodian, inhibiting our ability to exercise ownership rights with respect to such Bitcoin. Any loss associated with such insolvency proceedings is unlikely to be covered by any insurance coverage we may maintain related to our Bitcoin.

Bitcoin is controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which the Bitcoin is held. While the Bitcoin blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the Bitcoin held in such wallet. To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither we nor our custodians will be able to access the Bitcoin held in the related digital wallet. Furthermore, we cannot provide assurance that our digital wallets, nor the digital wallets of our custodians held on our behalf, will not be compromised as a result of a cyberattack. The Bitcoin and blockchain ledger, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

Regulatory change reclassifying Bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of Bitcoin and the market price of our ADSs.

Under Sections 3(a)(1)(A) and (C) of the Investment Company Act of 1940 (the “Investment Company Act”), a company generally will be deemed to be an “investment company” for purposes of the Investment Company Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

A significant portion of our assets are concentrated in our Bitcoin holdings. While senior SEC officials have stated their view that Bitcoin is not a “security” for purposes of the federal securities laws, a contrary determination by the SEC could lead to our classification as an “investment company” under the Investment Company Act, which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our Bitcoin strategy, and our business and operations and may also require us to substantially change the manner in which we conduct our business.

In addition, if Bitcoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of Bitcoin and in turn adversely affect the market price of our ADSs.

Our Bitcoin strategy exposes us to risk of non-performance by counterparties.

Our Bitcoin strategy exposes us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. For example, our execution partners, custodians, or other counterparties might fail to perform in accordance with the terms of our agreements with them, which could result in a loss of Bitcoin, a loss of the opportunity to generate funds, or other losses.

Our primary counterparty risk with respect to our Bitcoin is custodian performance obligations under the various custody arrangements we have entered into. A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager Digital, FTX Trading and Genesis Global Capital, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, including Signature Bank and Silvergate Bank, SEC enforcement actions against Coinbase, Inc., Binance Holdings Ltd., and Kraken, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by Nevada’s Department of Business and Industry, and the filing and subsequent settlement of a civil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., and former partner Gemini Trust Company have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading. Although these bankruptcies, closures and liquidations have not resulted in any loss or misappropriation of our Bitcoin, nor have such events adversely impacted our access to our Bitcoin, legal precedent created in these bankruptcy and other proceedings may increase the risk of future rulings adverse to our interests in the event one or more of our custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar proceedings.

While all of our custodians are subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance can be provided that our custodially-held Bitcoin will not become part of the custodian’s insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if we pursue any strategies to create income streams or otherwise generate funds using our Bitcoin holdings, we would become subject to additional counterparty risks. Any significant non-performance by counterparties, including in particular the custodians with which we custody substantially all of our Bitcoin, could have a material adverse effect on our business, prospects, financial condition, and operating results.

We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.

While senior SEC officials have stated their view that Bitcoin is not a “security” for purposes of the federal securities laws, a contrary determination by the SEC could lead to our classification as an “investment company” under the Investment Company Act of 1940, which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our Bitcoin strategy, and our business and operations and may also require us to substantially change the manner in which we conduct our business.

Mutual funds, ETFs and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. At this point in time, we are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our Treasury Reserve Policy or our Bitcoin strategy, our use of leverage, the manner in which our Bitcoin is custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, although a significant change to our Treasury Reserve Policy would require the approval of our Board, no shareholder or regulatory approval would be necessary. Consequently, our Board has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our Bitcoin holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding Bitcoin.

Our potential loss of foreign private issuer status will increase our regulatory and compliance costs.

We may lose foreign private issuer status as soon as the beginning of 2027 depending on whether the majority of our assets will be held in the United States. Following the loss of foreign private issuer status, we will no longer be eligible to use the rules designated for foreign private issuers and will be required to comply with the reporting regime that applies to US domestic public companies. The regulatory and compliance costs to us under US securities laws as a US domestic public company will potentially be greater than the costs incurred as a foreign private issuer.

Among other consequences, once we are not a foreign private issuer, we will be required to file periodic and current reports and registration statements on US domestic public company forms with the SEC, which are generally more detailed and extensive than the forms available to a foreign private issuer and are generally required to be filed within shorter time periods. In addition, we will be required to comply with the proxy requirements applicable to US domestic public companies and will lose the ability to rely on exemptions from corporate governance requirements that are available to foreign private issuers.

Risks Related to our Secured Convertible Debentures and Potential Future Indebtedness

Our level and terms of indebtedness could adversely affect our ability to raise additional capital to further execute on our Bitcoin strategy, fund other operations, and take advantage of new business opportunities.

Our indebtedness, whether currently existing or incurred in the future, could have important consequences to us, including:

•limiting our ability to use a substantial portion of our cash flow from operations in other areas of our business, including for acquisition of additional Bitcoin, working capital, developing our products and services, capital expenditures, and other general business activities and investment opportunities in our company, because we must dedicate a substantial portion of these funds to pay interest on and/or service our debt;

•limiting our ability to obtain additional financing in the future for acquisition of additional Bitcoin, working capital, capital expenditures, debt service, acquisitions, execution of our strategy, and other expenses or investments planned by us;

•limiting our flexibility and our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation, our business, and our industry;

•increasing our vulnerability to a downturn in our business and to adverse economic and industry conditions generally;

•requiring us to maintain Bitcoin or liquid assets to cover any repurchase, conversion or collateral requirement of the Secured Convertible Debentures;

•placing us at a competitive disadvantage as compared to our competitors that are less leveraged; and

•limiting our ability, or increasing the costs, to refinance indebtedness.

We may be unable to service our indebtedness, which could cause us to default on our debt obligations and could force us into bankruptcy or liquidation.

Our ability to make scheduled payments on and to refinance our indebtedness (whether currently existing or incurred in the future) depends, and will depend, on and is subject to our financial and operating performance, which is influenced, in part, by general economic, financial, competitive, legislative, regulatory, counterparty business, and other risks that are beyond our control, including the availability of financing in the U.S. banking and capital markets. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, or restructure or refinance our indebtedness. We cannot assure you that future borrowings will be available to us in an amount sufficient to enable us to service our indebtedness, to refinance our indebtedness, or to fund our other liquidity needs. Even if refinancing indebtedness is available, any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations. In addition, our Bitcoin strategy anticipates that we may issue additional debt in future periods to finance additional purchases of Bitcoin, but if we are unable to generate sufficient cash flow to service our debt and make necessary capital expenditures, we may be required to sell Bitcoin. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations or our financial covenants, which could cause us to default on our debt obligations. In addition, any failure to make payments of interest and principal on our outstanding

indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness.

Upon the occurrence of an event of default under our indebtedness (whether currently existing or incurred in the future), the holders of the defaulted indebtedness could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest. Any of these events could in turn result in cross-defaults under any other indebtedness. We may not have sufficient funds available to pay the amounts due upon any such default, particularly in the event that there has been a decrease in the market value of our Bitcoin holdings, and we may not be able to raise additional funds to pay such amounts on a timely basis, on terms we find acceptable, or at all. Any financing that we may undertake under such circumstances could result in substantial dilution of our existing stockholders, and in the absence of being able to obtain such financing, we could be forced into bankruptcy or liquidation.

We may not have the ability to raise the funds necessary to repurchase the Secured Convertible Debentures for cash upon a fundamental change or other event which could necessitate repayment of the Secured Convertible Debentures, including the mandatory repayment of the Secured Convertible Debentures required at maturity, and any future debt may contain limitations on our ability to engage in repurchases of the Secured Convertible Debentures.

Upon a Fundamental Change as defined in the Secured Convertible Debentures, all holders of the Secured Convertible Debentures will have the right, at each holder’s option, to require us to repurchase for cash all or any portion of such holder’s Secured Convertible Debenture at a repurchase price equal to the outstanding principal balance to be so repurchased, plus all accrued and unpaid interest thereunder as of the date of such repurchase, plus the Payment Premium as defined in the Secured Convertible Debentures, in respect of such principal balance and accrued and unpaid interest.

In order to obtain sufficient funds to pay the pay cash to repurchase the Secured Convertible Debentures or otherwise repay the Secured Convertible Debentures at maturity, we expect that we may have to refinance the Secured Convertible Debentures or obtain a waiver from the applicable holders of the Secured Convertible Debentures and we may not be able to refinance the Secured Convertible Debentures on reasonable terms, if at all. Absent a waiver from the applicable holders of the Secured Convertible Debentures, our failure to repurchase all validly tendered Secured Convertible Debentures or repay the Secured Convertible Debentures at maturity would be an event of default under the Secured Convertible Debentures. Additionally, the collateral held by the collateral agent under the Secured Convertible Debentures may not be available to us to repurchase or repay the Secured Convertible Debentures since that collateral is subject to release only in accordance with the terms of the Secured Convertible Debentures.

Moreover, the exercise by holders of the Secured Convertible Debentures of their right to require us to repurchase such Secured Convertible Debentures could cause a default under future debt agreements, even if the change of control or fundamental change itself does not, due to the financial effect of such repurchase on us.

Any future debt may contain limitations on our ability to (i) pay cash upon repurchase of the Secured Convertible Debentures or (ii) sell certain Bitcoin or other assets to generate cash that can be used to make such cash payments.

The optional conversion feature of the Secured Convertible Debentures, if elected by the Holders, may adversely affect our financial condition and operating results.

In the event the optional conversion feature of the Secured Convertible Debentures is elected to be used by any holders, holders of the applicable Secured Convertible Debentures will be entitled to convert such Secured Convertible Debentures at any time during specified periods at their option. If one or more holders elect to convert their Secured Convertible Debentures, and we fail to satisfy our conversion obligation by delivering the applicable ordinary shares for the delivery of ADSs in the amount of time permitted by the Secured Convertible Debentures, we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. Furthermore, even if holders do not elect to convert their Secured Convertible Debentures, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding

principal of the applicable Secured Convertible Debentures as a current rather than long-term liability, which would result in a material reduction of our net working capital.

Conversion of the Secured Convertible Debentures will dilute the ownership interest of existing shareholders or may otherwise depress the price of our ADSs and ordinary shares.

The conversion of some or all of the Secured Convertible Debentures may dilute the ownership interests of holders of our ADSs. Any sales in the public market of our ADSs deliverable upon conversion of the Secured Convertible Debentures could adversely affect prevailing market prices of our ADSs. In addition, the existence of the Secured Convertible Debentures may encourage short selling by market participants because the conversion of the Secured Convertible Debentures could be used to satisfy short positions, or anticipated conversion of the Secured Convertible Debentures into our ADSs could depress the price of our ADSs.

Despite our current level of indebtedness, we may incur substantially more indebtedness and enter into other transactions in the future which could further exacerbate the risks related to our indebtedness.

Our Bitcoin strategy includes acquiring Bitcoin using proceeds from equity and debt financings and cash flows from operations. As such, despite our current level of indebtedness, we may incur substantially more indebtedness, and we may enter into other transactions in the future. Even if we were to enter into debt or other arrangements that contain restrictions on our ability to incur additional indebtedness, these restrictions may be subject to a number of qualifications and exceptions that would allow us to incur significant additional indebtedness. To the extent we incur additional indebtedness or other obligations, the risks described herein with respect to our indebtedness may increase significantly.

Collateral requirements and the repurchase rights of holders of our Secured Convertible Debentures may constrain our Bitcoin strategy and our business.

As of the Issuance Date and immediately following the closing of the Secured Convertible Debentures and the Common Equity Private Placement, we are required to have a Loan-to-Collateral Ratio of less than or equal to 1.0 to 1.95, with the Loan-to-Collateral Ratio calculated as the ratio of (a) the aggregate outstanding principal balance of all Secured Convertible Debentures to (b) the sum of (i) the aggregate market value of Bitcoin collateral, plus (ii) the aggregate value of all of our cash and cash equivalents collateral. In addition, all holders of Secured Convertible Debentures have the right, at each holder’s option, to require us to repurchase each such holder’s Secured Convertible Debenture for cash on July 7, 2028, subject to the terms and conditions in the respective Secured Convertible Debentures. The collateral held by the collateral agent under the Secured Convertible Debentures may not be available to us to repurchase or repay the Secured Convertible Debentures since that collateral is subject to release only in accordance with the terms of the Secured Convertible Debentures. We may need to maintain reserves in cash and cash equivalents, or otherwise liquidate Bitcoin holdings or other assets when it is not desirable or advisable to do so, in order to fund such obligations, which could negatively affect our business and results of operation.

Fair value accounting for embedded derivatives in our debt instruments could generate significant earnings volatility and adversely affect investor perception, our stock price, and compliance with financial covenants.

Certain features of our debt instruments, including early redemption options and potential price re-set mechanisms, result in the presence of an embedded derivative that must be accounted for separately under International Financial Reporting Standards (IFRS).

The embedded derivative is required to be measured at fair value through profit or loss, with remeasurement occurring at each reporting date. This accounting treatment may introduce significant volatility into our reported financial results, as changes in the fair value of the embedded derivative—driven by market interest rates, credit spreads, or other valuation inputs—are recognized in earnings, regardless of whether the underlying debt instrument is repaid or modified.

This volatility may not reflect the actual performance of our core operations and could adversely affect investor perception, our stock price, and our ability to comply with financial covenants. Additionally, the complexity of

accounting for embedded derivatives may increase the risk of financial reporting errors or restatements, and may require significant management judgment and estimation.

Investors should be aware that these fair value adjustments are non-cash in nature, but may materially impact our financial statements and key performance indicators in any given reporting period.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of ordinary shares (or ADSs representing such shares) in this offering. The Selling Securityholders will receive all of the proceeds from this offering.

Pursuant to the Debenture Private Placement, we received gross proceeds of approximately $181 million, which is being used for the purchase of Bitcoin and for general corporate purposes associated with purchasing Bitcoin, .In addition, we will receive proceeds from the issuance of the Warrants if such Warrants are exercised. If all Warrants are exercised at the exercise price of $1.40 per ADS, we would receive an additional approximately $28 million. There can be no assurance that any of the Warrants will be exercised by the Selling Stockholders. We intend to use the net proceeds, if any, from the cash exercise of the Warrants for the purchase of Bitcoin and for general corporate purposes primarily associated with purchasing Bitcoin. See “Prospectus Summary – Recent Developments - Issuance of Equity and Convertible Debt in Private Placements” and “The Debenture Private Placement” for additional information.

The Selling Securityholders will pay any fees, discounts and commissions, stock transfer taxes and fees and expenses of any counsel to the Selling Securityholders incurred by the Selling Securityholders in connection with registering or disposing of the ordinary shares (or ADSs representing such shares). We will bear all other fees and expenses incurred in effecting the registration of the ordinary shares (or ADSs representing such shares) covered by this prospectus or in the filing of any amendments or supplements to the registration statement or this prospectus and all other expenses incident to the registration of the ordinary shares (or ADSs representing such shares).

CAPITALIZATION

The following table sets forth capitalization as of March 31, 2025:

▪on an actual basis; and

▪on an as adjusted basis to give effect to (i) the Equity Private Placement and (ii) the Debenture Private Placement.

You should read this table in conjunction with other sections of this prospectus and any documents incorporated by reference, including our consolidated financial statements and the related notes.


	At March 31, 2025
	Actual		As Adjusted

	(In thousands)
Cash and cash equivalents	$	45,948	$	404,320
Equity
Issued capital	$	2,960	$	16,696
Share premium	14,487		184,319
Other capital reserves	75,518		75,518
Accumulated deficit	(43,049)		(43,049)
Accumulated other comprehensive income (loss)	$	(632)	$	(632)
Total equity	$	49,284	$	232,852
Long-term liabilities (current and non-current)
Convertible debt and accrued interest	$	—	$	174,803	**
Convertible debt embedded derivative	—		—		*
Government grant advances and interest-free loans	9,533		9,533
Interest-bearing receivables financing (secured)	—		—
Lease liabilities	1,464		1,464
Total capitalization	$	60,281	$	418,652

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*The valuation of the debt and the embedded derivative under IFRS has not yet been performed and is expected to be completed in the third quarter of 2025.

**Amount of debt represents 189 million less the 4% discount and less transaction fees.

THE DEBENTURE PRIVATE PLACEMENT

We are registering for resale 182,250,001 ADSs, representing 1,822,500,010 ordinary shares. On June 22, 2025, the Company entered into the Debenture Purchase Agreement with the Debenture Purchasers, pursuant to which the Company agreed to issue to the Debenture Purchasers in a private placement (a) the Secured Convertible Debentures in the aggregate principal amount of $189 million and (b) Warrants to purchase up to an aggregate of 20,249,998 Warrant Shares. The Debenture Private Placement closed on July 7, 2025.

The Secured Convertible Debentures are convertible into (i) the Conversion Shares or (ii) the Pre-Funded Warrants at the option of a Debenture Purchaser at any time at a conversion price of $2.10 per ADS, subject to adjustment as provided therein. From and after (a) the first anniversary date of the Issuance Date until, but not including, the second anniversary date of the Issuance Date, interest shall accrue on the outstanding principal balance of the Secured Convertible Debentures at an annual rate equal to 6.0%, and (b) the second anniversary date of the Issuance Date, interest shall accrue on the outstanding principal balance of the Secured Convertible Debentures at an annual rate equal to 8.0%.

The Pre-Funded Warrants are exercisable commencing upon issuance thereof at the Debenture Closing through the lifetime of the Company at a nominal exercise price of €0.01 per ordinary share represented by the Pre-Funded Warrant Shares, subject to adjustment as provided therein. The Warrants are exercisable commencing upon issuance thereof at the Debenture Closing for a period of 90 days and may be exercised for (i) ordinary shares represented by the Warrant Shares, at an exercise price equal to $1.40 for each Warrant or (ii) Pre-Funded Warrants, at an exercise price equal to $1.40 minus €0.01 for each Warrant.

The aggregate gross proceeds from the Debenture Private Placement were approximately $181 million. The Company intends to use the net proceeds from the Private Placements for the purchase of Bitcoin and for general corporate purposes associated with purchasing Bitcoin, subject to the security and collateral requirements of the Debenture Private Placement

The securities were issued without registration under the U.S. Securities Act of 1933, as amended, or the Securities Act, pursuant to the exemption from registration under the Securities Act for transactions not involving any public offering. We and the Selling Securityholders entered into the Debenture Registration Rights Agreement pursuant to which we are filing the registration statement which includes this prospectus.

See “Prospectus Summary – Recent Developments - Issuance of Equity and Convertible Debt in Private Placements” for additional information.

DESCRIPTION OF SHARE CAPITAL

The following description of our share capital summarizes certain provisions of our by-laws. Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of our by-laws, as amended as of June 30, 2025, a copy of which has been filed as an exhibit to the registration statement of which this prospectus forms a part.

General

As of July 7, 2025, our share capital consisted of 1,427,163,962 issued ordinary shares, fully paid, and with a par value of €0.01 each, and total authorized capital of 7,311,627,501 ordinary shares. Each ADS represents ten ordinary shares. We have no preferred shares authorized or outstanding.

Under French law, our by-laws set forth only our issued and outstanding share capital as of the date of the by-laws. Our authorized share capital represents all issued and outstanding shares, as well as all potential shares which may be issued upon acquisition of restricted free shares or upon exercise of outstanding stock options, founders warrants, other warrants and convertible notes, as approved by our shareholders and our board of directors.

At the Shareholders’ Ordinary General Meeting and Extraordinary Meeting of Sequans Communications S.A. held on June 30, 2025, our shareholders delegated authority to the Board of Directors to carry out:

•one or several capital increase up to a maximum nominal amount of €70,000,000 (or the equivalent of this amount in any other currency that is legal tender or in any unit of account established with reference to a set of currencies) by issuing shares and/or securities that grant access to our equity, reserved to a specific class of persons and revocation of preemptive subscription rights in favor of such class;

•one or several issuances of debt instruments and/or to securities that confer the right to an allotment of debt securities up to a maximum nominal amount of €250,000,000 (or the equivalent of this amount in any other currency that is legal tender or in any unit of account established with reference to a set of currencies); reserved to a specific class of persons and revocation of preemptive subscription rights in favor of such class.

The authorization is valid through December 30, 2026.

Reconciliation of the Number of Ordinary Shares Outstanding on January 1, 2025 and on July 7, 2025


Number of ordinary shares as of January 1, 2025	251,408,922
Issuance of ordinary shares through July 7, 2025	1,175,755,040	(1)
Number of ordinary shares as of July 7, 2025	1,427,463,962

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(1)Reflects 3,767,420 ordinary shares issued from the vesting of restricted shares and 1,171,987,620 ordinary shares issued in a private placement on July 4, 2025.

Dividends and Liquidation Rights

Dividends. We may make dividend distributions to our shareholders from our net income in each fiscal year (after deductions for depreciation and reserves pursuant to French law and our by-laws), as increased or decreased by any profit or loss carried forward from prior years, and less any contributions to reserves that may be decided by the shareholders under the conditions described below. These distributions are also subject to the requirements of French law and our by-laws.

Legal Reserve. Pursuant to French law, a société par actions must allocate 5% of its net profits for each fiscal year to its legal reserve fund before dividends may be paid with respect to that fiscal year. Funds must be allocated until the amount in that fund is equal to 10% of the nominal amount of its share capital. The legal reserve may not be distributed to shareholders and may not be used to repurchase or reimburse our shares.

Approval of Dividends. Upon recommendation of our board of directors, our shareholders may decide to allocate all or part of any distributable profits among special or general reserves, to carry them forward to the next fiscal year as retained earnings or to allocate them to the shareholders as dividends. However, except in case of a capital decrease, we may not distribute dividends to shareholders when our net assets are or would become as a result of such distribution lower than the amount of share capital including reserves which, under French law, may not be distributed to shareholders.

Our by-laws provide that reserves which are available for distribution under French law and our by-laws may be distributed as dividends, subject to shareholder approval and other limitations under French law. Dividends or interim dividends may be paid in cash or shares.

If our interim income statement shows that, since the end of the preceding fiscal year, we have made distributable profits, our board of directors may, subject to French law and regulations, distribute interim dividends without the approval of our shareholders. An interim dividend may not exceed distributable profits.

Distribution of Dividends. Under French law, subject to the preferred dividends rights that may be attached to our preferred shares set forth in our by-laws, as the case may be, if we distribute dividends they must be distributed to our shareholders pro rata according to their shareholdings. Holders of shares outstanding on the date of the shareholders’ meeting approving the distribution of dividends or, in the case of interim dividends, on the date our board of directors meets and approves the distribution of interim dividends are eligible to receive the dividend payment. The actual dividend payment date is decided by our shareholders at an ordinary general meeting, or by our board of directors, if no decision is taken by our shareholders.

In the event that we are liquidated, our assets remaining after payment of our debts, liquidation expenses and all of our other remaining obligations will be distributed first to repay the nominal value of our shares. After these payments have been made, subject to the preferred liquidation rights that may be attached to our preferred shares set forth in our by-laws, as the case may be, any surplus will be distributed pro rata among our shareholders based on the nominal value of their shareholdings.

To date, we have never declared or paid any cash dividends on our ordinary shares or preferred shares. We do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future and intend to retain all available funds and any future earnings for use in the operation and expansion of our business.

Timing of Payment. Pursuant to French Law and our by-laws, dividends must be paid within a maximum of nine months after the close of the relevant fiscal year, unless extended by court order. Dividends not claimed within five years after the payment date shall be deemed to expire.

Rights to Share in the Surplus in the Event of Liquidation. In the event that we are liquidated, the general meeting of shareholders determines the method of liquidation and appoints the liquidator(s).

Changes in Share Capital

Pursuant to French Law, we may increase our share capital only with approval of our shareholders at an extraordinary general meeting. The shareholders may delegate to our board of directors to carry out the capital increase for a specified period of time.

There are two methods to increase our share capital: (i) the issuance of additional shares, including the creation of a new class of shares, and (ii) the increase in the nominal value (par value) of existing shares. We may issue additional shares for cash or for assets contributed in kind, upon the conversion of debt securities, by capitalization of our reserves or, subject to certain conditions, in satisfaction of our indebtedness. Although, currently, we have only one class of shares, French law permits us to issue different classes of shares that may have different liquidation, voting and dividend rights.

Pursuant to French Law, we may decrease our share capital only with the approval of our shareholders at an extraordinary general meeting. The shareholders can authorize the board of directors to carry out the capital decrease for a specified period of time. There are two methods to decrease our share capital: (i) decreasing the number of

shares outstanding and (ii) decreasing the nominal value of our shares. The conditions under which the share capital may be decreased vary depending upon whether the decrease is attributable to losses. We may, under certain conditions, decrease the number of outstanding shares either by a reverse stock split or by the repurchase and cancellation of our shares. Any decrease must meet the requirements of French law, which states that all the holders of shares in each class of shares must be treated equally unless each affected shareholder otherwise agrees.

Attendance and Voting at Shareholders’ Meetings

French companies may hold either ordinary or extraordinary shareholders’ general meetings. Ordinary general meetings are required for matters that are not specifically reserved by law to the extraordinary general meetings and include the election and dismissal of the members of the board of directors, the appointment of statutory auditors, the approval of the annual accounts, the approval of agreements entered into between the company and its officers, directors and shareholders holding more than 10% of the voting rights, the declaration of dividends, the payment of dividends in shares, the repurchase by the company of its shares in connection, inter alia, with employee profit-sharing or share option plans, and the issue of bonds. Extraordinary general meetings are required for approval of amendments to our by-laws, modification of shareholders’ rights, mergers, increases or decreases in share capital (including a waiver of preferential subscription rights), the creation of a new class of shares, the authorization of the issue of securities convertible or exchangeable into shares and for the sale or transfer of substantially all of our assets that would result in a change of our corporate purpose.

Our board of directors is required to convene an annual general meeting of shareholders for approval of the annual accounts. This meeting must be held within six months after the close of the relevant fiscal year. However, the president of the tribunal des activités économiques, the French commercial court, may order an extension of this six-month period. We may convene other ordinary and extraordinary meetings at any time during the fiscal year as necessary. Under French Law, general meetings of the shareholders may be convened by our board of directors or, if it fails to call a meeting, by our statutory auditors or by a court-appointed agent (mandataire ad hoc). Shareholders holding individually or in the aggregate at least 5% of our share capital, or another interested party under certain circumstances, may petition the court to appoint such an agent. The notice convening of a shareholders’ general meeting must state the agenda for such meeting.

Notice of a shareholders’ general meeting must be sent by regular or electronic mail, or registered letter if the shareholder so asks, at least 15 days before the meeting to all holders of registered shares. However, in the case where quorum was not met at the original meeting and was therefore adjourned, the general meeting can be reconvened under the same agenda within a reduced six-day time period. The convening notice must include the agenda of the meeting and a draft of the resolutions that will be submitted to the shareholders.

Attendance and the exercise of voting rights at both ordinary and extraordinary general meetings of shareholders are subject to certain conditions pursuant to French law. Under our by-laws, in order to participate in any general meeting, a holder of registered shares must have his shares fully paid-in and registered in its name in a shareholder account maintained by or on behalf of us at least three days prior to the meeting.

Subject to the above restrictions, all of our shareholders have the right to participate in our general meetings, either in person or by proxy. Shareholders may vote, either in person, by proxy or by mail (by use of a form), and their votes are counted in proportion to the number of shares they hold. A shareholder may grant a proxy only (i) to his or her spouse, (ii) to another shareholder or, (iii) if the shareholder is a corporation, to a legal representative. Under French law, our shares held by entities controlled directly or indirectly by us are not entitled to voting rights. There is no requirement that a shareholder have a minimum number of shares in order to be able to attend or be represented at a general meeting. If a shareholder does not return their proxy form, our depositary agreement with BNY Mellon allows the depositary to vote the shares underlying unvoted ADS in accordance with the Board’s recommendations.

Under French law, a quorum requires the presence, in person or by proxy (including those voting by mail) of shareholders having at least (1) 20% of the shares entitled to vote in the case of an ordinary shareholders’ general meeting or at an extraordinary shareholders’ general meeting where shareholders are voting on a capital increase by capitalization of reserves, profits or share premium, or (2) 25% of the shares entitled to vote in the case of any other

extraordinary shareholders’ general meeting. If a quorum is not present, the meeting is adjourned. There is no quorum requirement when an ordinary general meeting is reconvened, but the reconvened meeting may consider only questions which were on the agenda of the adjourned meeting. When an extraordinary general meeting is reconvened, the quorum required is 20% of the shares entitled to vote, except where the reconvened meeting is considering capital increases through capitalization of reserves, profits or share premium. For these matters, no quorum is required at the reconvened meeting. If a quorum is not present at a reconvened meeting requiring a quorum, then the meeting may be postponed for a maximum of two months.

At an ordinary shareholders’ general meeting, approval of any resolution requires the affirmative vote of a simple majority of the votes of the shareholders present or represented. The approval of any resolution at an extraordinary shareholders’ general meeting requires the affirmative vote of a two-thirds majority of the votes of shareholders present or represented, except that any resolution to approve a capital increase by capitalization of reserves only requires the affirmative vote of a simple majority of the votes of shareholders present or represented. Notwithstanding these rules, a unanimous vote is required to increase shareholders’ liabilities.

In addition to the right to obtain certain information regarding us at any time, any shareholder may, from the date on which a shareholders’ meeting is convened until the fourth business day preceding the date of the shareholders’ meeting, submit written questions relating to the agenda for the meeting to our board of directors. Our board of directors is required to respond to these questions during the meeting.

As set forth in our by-laws, shareholders’ meetings are held at our registered office or at any other location specified in the written notice.

Preferential Subscription Rights

Preferential subscription rights entitle the individual or entity that holds them to subscribe pro rata based on the number of shares held by them to the issuance of any securities increasing, or that may result in an increase of, our share capital by means of a cash payment or a set-off of cash debts. This right is only reserved to holders of ordinary shares or preferred shares. Shareholders may waive their preferential rights on an individual basis. Our board of directors and our independent auditors are required by French law to present reports to the shareholders’ meeting that specifically address any proposal to waive the preferential subscription rights. During the subscription period relating to a particular offering of shares, shareholders may transfer their preferential subscription rights that they have not previously waived. To the extent permitted under French law, we may seek shareholder approval to waive preferential subscription rights at any extraordinary meeting where shareholders are asked to approve an increase in our capital by issuing additional shares and/or other securities convertible or exchangeable into shares.

Form and Holding of Shares

Our by-laws provide that our ordinary shares shall be held in registered form. In accordance with French law concerning the “dematerialization” of securities, the ownership rights of shareholders are represented by book entries instead of share certificates. Registered shares are entered into an account maintained by us or by a representative that we have nominated. We maintain accounts in the name of each shareholder either directly or, at a shareholder’s request, through such shareholder’s accredited intermediary. Each shareholder’s account shows the name and number of shares held.

Repurchase and Redemption of Shares

Under French law, we may acquire our own shares for the following purposes only:

•to decrease our share capital, provided that such a decision is not driven by losses and that a purchase offer is made to all shareholders on a pro rata basis, with the approval of the shareholders at an extraordinary general meeting. In this case, the repurchased shares must be cancelled within one month from their repurchase date;

•to provide shares for distribution to employees or managers under a profit-sharing or share option plan; and

•to facilitate an issue of additional shares or securities convertible or exchangeable into shares, a merger or a spin-off, approved by the shareholders at an ordinary general meeting.

The amounts repurchased under this section cannot result in us holding more than 10% of our own shares. In the event that such repurchases result in us holding more than 10% of our issued shares, we are required to transfer any shares in excess of the 10% threshold within one year. French law requires that we cancel any shares in excess of this 10% limit that have not been transferred within the one-year period.

When we purchase our own shares, they must be held in registered form and be fully paid. These shares are deemed to be outstanding under French law, but are not entitled to any dividends or voting rights, and we may not exercise preferential subscription rights. The shareholders, at an extraordinary general meeting, may decide not to take such shares into account in determining the preferential subscription rights attached to the other shares. In the absence of such a decision, the rights attached to any shares held by us must either be sold on the market before the end of the subscription period or distributed to other shareholders on a pro rata basis.

Cross Shareholdings and Holding of Our Shares by Our Subsidiaries

French law prohibits a company from holding our shares if we hold more than 10% of that company’s share capital and we may not own any interest in a French company holding more than 10% of our share capital. In the event of a cross shareholding that violates this rule, the company owning the smaller percentage of shares in the other company must sell its interest. Until sold, these shares are deprived of their voting rights. Failure by the officers and directors of a company to sell these shares is a criminal offense.

In the event that one of our subsidiaries holds our shares, these shares are deprived of their voting rights. However, French law does not require the subsidiary to sell the shares.

General Description of our By-laws

The following description summarizes certain terms and provisions contained in our by-laws. Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of our by-laws (statuts), which are filed as Exhibit 3.1 herewith.

Corporate Purposes (Article 3)

Our company is engaged in the business of researching, developing and commercializing silicon and software solutions in the areas of cellular wireless access, specifically compliant with LTE or 5G standards or other similar broadband wireless standards.

The company’s corporate purpose, in France and abroad is:

•The study, development and marketing of all products and/or services relating to radio fixed and/or optical-type communication networks systems;

•Advising and training, by all means and technical media, relating to the aforementioned fields of operations;

•The participation, directly or indirectly, in all transaction that may be related to any of the purposes defined above, through the creation of new companies or legal entities, the contribution, subscription, or purchase of securities or corporate rights, acquisition of interests, mergers, partnerships, or any other methods;

•And, more generally, all industrial, commercial, and financial transactions, or transactions involving movable or fixed assets, that may be related directly or indirectly, in whole or in part, to any of the aforementioned corporate purposes, or to any similar or related purposes, or to any and all purposes that may enhance or develop the company’s business, including, without limitation, investments (exchange, custody and access) in sovereign and non-sovereign currencies for treasury reserve purposes.

Directors’ Voting Powers on Proposal, Arrangement or Contract in which any Director is Materially Interested

Under French law, any agreement entered into directly or through an intermediary, between us and our directors that is not entered into in the ordinary course of our business and upon standard market terms is subject to a prior approval of the board of directors and must be ratified by our ordinary shareholders’ general meeting on the basis of a specific report issued by our statutory auditors on such agreements. The director who is interested in the agreement cannot vote on the proposal at the board meeting.

The same provision applies to agreements between us and another company, except where such company is our wholly owned subsidiary, if one of our directors is the owner or a general partner, manager, director, general manager or member of the executive or supervisory board of the other company, as well as to agreements in which one of our directors has an indirect interest.

Rights, Preferences and Restrictions Attaching to Each Class of Shares

Our shareholders are not required to subscribe to any of our further capital calls.

At this time, we have only one class of shares. Each share gives the right to one vote on all matters submitted to our shareholders. Each share also gives the right to share in the profits and corporate assets, pro rata the amount of our share capital which it represents. Our shareholders only bear losses for up to the amount of their investment. However, in the event we declare bankruptcy, one or several shareholders who could be considered as either (i) having become our de facto manager and, as such, taken decisions that contributed to our insolvency or failed to take decisions that would have prevented such insolvency, or (ii) having in such capacity comingled vis-à-vis third parties between his or her own assets and our own assets may be liable for losses greater than his/her investment. In the event of a capital increase, a majority of shareholders may decide to suppress the preferential subscription rights of all shareholders in favor of a beneficiary or a category of beneficiaries, including existing shareholders who are nevertheless excluded from such vote.

We cannot increase the commitments or liabilities of our shareholders; such a change can only be agreed to by each shareholder individually.

Under our by-laws, our extraordinary general meeting may decide to issue preferred shares bearing preferred voting and financial rights.

Provisions Having the Effect of Delaying, Deferring or Preventing a Change in Control of our Company

Provisions contained in our bylaws and French corporate law could make it more difficult for a third-party to acquire us, even if doing so might be beneficial to our shareholders. These provisions include but are not limited to the following:

•pursuant to our by-laws, the number of directors, election and removal of a director from office may be modified only by a resolution adopted by 66⅔% of our shareholders present or represented;

•under French law, a non-resident of France as well as any French entity controlled by non-residents of France may have to file a declaration for statistical purposes with the Bank of France (Banque de France) within 20 working days following the date of certain direct foreign investments in a company, including any purchase of our ADSs. In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our share capital or voting rights or cross such 10% threshold. See “Limitations Affecting Shareholders of a French Company”;

•under French law, certain investments in a French company relating to certain strategic industries by individuals or entities not residents in a Member State of the EU are subject to prior authorization of the Ministry of Economy;

•our shareholders have granted and may grant in the future our board of directors authorizations to increase our share capital or to issue additional ordinary shares or other securities, such as warrants;

•our shareholders have preferential subscription rights on a pro rata basis on the issuance by us of any additional securities for cash or a set-off of cash debts, which rights may only be waived by the extraordinary general meeting (by a two-thirds majority vote) of our shareholders or on an individual basis by each shareholder; and

•our bylaws can be changed in accordance with applicable corporate French laws.

Ownership of ADSs or Shares by Non-French Residents

Neither the French Commercial Code nor our by-laws presently limit the right of non-residents of France or non-French persons to own or, where applicable, to vote our shares. However, non-French residents must file a declaration for statistical purposes with the Bank of France (Banque de France) within twenty working days following the date of certain direct foreign investments in us, including any purchase of our ADSs. In particular such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of the share capital or voting rights or cross such 10% threshold. Violation of this filing requirement may be sanctioned by five years’ imprisonment and a fine up to twice the amount of the relevant investment. This amount may be increased fivefold if the violation is made by a legal entity.

Moreover, certain foreign investments in companies incorporated under French laws are subject to the prior authorization from the French Minister of the Economy, where all or part of the target’s business and activity relate to a strategic sector, such as energy, transportation, public health, telecommunications.

Foreign Exchange Controls

Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that we may remit to residents of foreign countries. Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French resident to a non-resident be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are accredited intermediaries.

Availability of Preferential Subscription Rights

Our shareholders have preferential subscription rights as described above under “Description of Share Capital-Preferential Subscription Rights.” Under French Law, shareholders have preferential rights to subscribe for cash issues of new shares or other securities giving rights to acquire additional shares on a pro rata basis. Holders of our securities in the U.S. (which may be in the form of shares or ADSs) may not be able to exercise preferential subscription rights for their securities unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements imposed by the Securities Act is available. We may, from time to time, issue new shares or other securities giving rights to acquire additional shares (such as warrants) at a time when no registration statement is in effect and no Securities Act exemption is available. If so, holders of our securities in the U.S. will be unable to exercise any preferential subscription rights and their interests will be diluted. We are under no obligation to file any registration statement in connection with any issuance of new shares or other securities. We intend to evaluate at the time of any rights offering the costs and potential liabilities associated with registering the rights, as well as the indirect benefits to us of enabling the exercise by holders of shares and holders of ADSs in the U.S. to exercise the rights, and any other factors we consider appropriate at the time, and then to make a decision as to whether to register the rights. We cannot assure you that we will file a registration statement.

For holders of our shares represented by ADSs, the Depositary may make these rights or other distributions available to ADS holders after we instruct it to do so in the United States. If we fail to do this and the Depositary determines that it is impractical to sell the rights, it may allow these rights to lapse. In that case, the ADSs holders will receive no value for them. The section of this prospectus entitled “Description of American Depositary Receipts-Dividends, Other Distributions and Rights” explains in detail the depositary’s responsibility in connection with a rights offering.

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Shares

The Bank of New York Mellon, as depositary, registers and delivers our ADSs. Each ADS represents ten ordinary shares (or a right to receive ten ordinary shares) deposited with the principal Paris office of Société Générale or any successor, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary in respect of the depositary facility. A copy of our amended and restated deposit agreement (the “Deposit Agreement”), dated May 14, 2018 and the amendment dated September 11, 2023, among us, the depositary, owners and holders of ADSs are filed with the SEC as Exhibit 2.2 and Exhibit 2.5, respectively, to our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (the “Form 20-F”).

Any ordinary shares that may be issued pursuant to this prospectus and the applicable prospectus supplement, whether directly or upon conversion of the Convertible Note, will be delivered in the form of ADSs. The ADSs may be uncertificated securities or certificated securities evidenced by American Depositary Receipts, or ADRs. Each ADS will represent ten ordinary shares (or a right to receive ten ordinary shares) deposited with the principal Paris office of Société Générale or any successor, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary’s corporate trust office at which the ADSs will be administered is located at 240 Greenwich Street, Floor 8W, New York, New York 10286.

You may hold ADSs either (A) directly (i) by having an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having ADSs registered in your name in the Direct Registration System, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. French law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a holder of ADSs, you will have ADS holder rights. The Deposit Agreement among us, the depositary and you, as an ADS holder, and the beneficial owners of ADSs set out ADR holder rights as well as the rights and obligations of the depositary. New York law governs the Deposit Agreement and the ADRs.

We refer to the shares that are at any time deposited or deemed deposited under the Deposit Agreement and any and all other securities, cash and property received by the depositary or the custodian in respect thereof and at such time held under the Deposit Agreement as “Deposited Securities.”

The following is a summary of the material provisions of the Deposit Agreement. For more complete information, you should read the entire Deposit Agreement and the form of ADR, which is included in the Deposit Agreement.

Deposit, Transfer and Withdrawal

French law provides that ownership of shares generally be evidenced only by an inscription in an account in the name of the holder maintained by either the issuer or an authorized intermediary such as a bank. Thus, all references to the deposit, surrender and delivery of our shares refer only to book-entry transfers and do not contemplate the physical transfers of certificates representing the shares in France.

The depositary has agreed, subject to the terms and conditions of the Deposit Agreement, that upon deposit with the custodian of our shares, or evidence of rights to receive our shares, and pursuant to appropriate instruments of transfer, it will deliver through its Corporate Trust Office to the person or persons specified by the depositor, ADSs registered in the name or names of such person or persons for the number of ADSs issuable in respect of such deposit, upon payment to the depositary of its fees and expenses and of any taxes or charges.

Upon surrender of an ADS at the Corporate Trust Office of the depositary for the purpose of withdrawal of the Deposited Securities represented by the ADSs, payment of the fees, governmental charges and taxes provided in the Deposit Agreement and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal, and subject to the provisions of the Deposit Agreement, our by-laws and the Deposited Securities, ADS owners are entitled to delivery to it or upon its order of the shares and any other Deposited Securities at the time represented by the ADSs at the Corporate Trust Office of the depositary or at the office of the custodian in Paris. The forwarding for delivery at the Corporate Trust Office of the depositary of cash, other property and documents of title for such delivery will be at the risk and expense of the ADS holder.

Subject to the terms and conditions of the Deposit Agreement and any limitations established by the depositary, unless requested by us to cease doing so, the depositary may deliver ADSs before deposit of the underlying ordinary shares. This is called a pre-release of the ADSs. The depositary may also deliver ordinary shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying ordinary shares are delivered to the depositary. The depositary may receive ADSs instead of ordinary shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer owns the ordinary shares or ADSs to be deposited; (2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five business days’ notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.

Dividends, Other Distributions and Rights

The depositary has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities in the depositary facility, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent.

While we do not expect to declare or pay any cash dividends or cash distributions on our ordinary shares for the foreseeable future, if and when we do pay any cash dividend or other cash distribution on the ordinary shares, the depositary will convert, as promptly as practicable, any cash dividend or other cash distribution into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained with reasonable efforts, the Deposit Agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest. Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

Ordinary Shares

The depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution upon our request or after consulting with us. The depositary will only distribute whole ADSs. It will sell ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new ordinary shares; however, the depositary may sell a portion of the distributed ordinary shares sufficient to pay its fees and expenses in connection with that distribution.

Rights to Purchase Additional Ordinary Shares

If we offer holders of our securities any rights to subscribe for additional ordinary shares or any other rights, the depositary may make these rights available to ADS holders. If the depositary decides it is not legal or practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If the depositary makes rights available to ADS holders, it will exercise the rights and purchase the ordinary shares on your behalf and in accordance with your instructions. The depositary will then deposit the ordinary shares and deliver ADSs to the persons entitled to them. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay and comply with other applicable instructions.

U.S. securities laws may restrict transfers and cancellation of the ADSs representing ordinary shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.

Other Distributions

The depositary will send to ADS holders anything else we distribute on deposited securities by any means it determines is equitable and practicable after consulting with us, to the extent practicable. If it cannot make the distribution proportionally among the owners, the depositary may adopt another equitable and practical method subject to consulting with us, to the extent practicable. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. In addition, the depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, ordinary shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.

Record Dates

Whenever any cash dividend or other cash distribution becomes payable or any distribution other than cash is made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the depositary gives effect to a change in the number of our shares that are represented by each ADS, or whenever the depositary shall receive notice of any meeting of holders of shares or other Deposited Securities, or whenever the depositary shall find it necessary or convenient, the depositary will fix a record date, which shall be the same date as for the represented ordinary share or a date fixed after consultation with us and as close thereto as practicable (i) for the determination of the owners of ADRs who shall be (a) entitled to receive such dividend, distribution or rights, or the net proceeds of the sale thereof, or (b) entitled to give instructions for the exercise of voting rights at any such meeting, (ii) for fixing the date on or after which each ADS will represent the changed number of shares, all subject to the provisions of the Deposit Agreement or (iii) to facilitate any other matter for which the record date was set.

Voting of Deposited Securities

ADS holders may instruct the depositary to vote the number of deposited ordinary shares their ADSs represent. The depositary will notify ADS holders of shareholders’ meetings and arrange to deliver our voting materials to them if we ask it to. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary.

The depositary will try, as far as practical, and subject to the laws of France and to our by-laws, to vote or to have its agents vote the ordinary shares or other deposited securities as instructed by ADS holders. The depositary will only vote or attempt to vote as instructed; if no instructions are received, our depositary agreement allows the depositary to vote the shares underlying unvoted ADS in accordance with the Board’s recommendations.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares. In addition, the depositary and its agents are not responsible for failing to

carry out voting instructions or for the manner of carrying out voting instructions provided that any such failure is without negligence and in good faith. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your ordinary shares are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 45 days in advance of the meeting date.

Except as described above, you will not be able to exercise your right to vote unless you withdraw the ordinary shares. However, you may not know about the shareholder meeting enough in advance to withdraw the ordinary shares.

Amendment and Termination of the Deposit Agreement

We may agree with the depositary to amend the Deposit Agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the Deposit Agreement as amended.

The depositary will terminate the Deposit Agreement at our direction, if given, by mailing notice of termination to the ADS holders then outstanding at least 30 days prior to the date fixed in such notice for such termination. The depositary may also terminate the Deposit Agreement by mailing notice of termination to us and the ADS holders if 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment.

After termination, the depositary and its agents will do the following under the Deposit Agreement but nothing else: collect distributions on the deposited securities, sell rights and other property, and deliver ordinary shares and other deposited securities upon cancellation of ADSs. Four months after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the Deposit Agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination our only obligations under the Deposit Agreement will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay and we will not have any obligations thereunder to current or former ADS holders.

Charges of Depositary

See Item 12, “Description of Securities Other than Equity Securities - D. American Depositary Shares - Fees and Expenses” in our Form 20-F, which is incorporated by reference into this prospectus.

Liability of Owner for Taxes

If any tax or other governmental charge shall become payable by the custodian or the depositary with respect to any ADS or any Deposited Securities represented by the ADSs evidenced by such ADS, such tax or other governmental charge will be payable by the owner of such ADS to the depositary. The depositary may refuse to effect any transfer of such ADS or any withdrawal of Deposited Securities underlying such ADS and may apply such dividends, distributions or the proceeds of any such sale to pay any such tax or other governmental charge and the owner of such ADS will remain liable for any deficiency.

CERTAIN INCOME TAX CONSIDERATIONS

This description is based in part upon the representation of the custodian and the assumption that each obligation in the Depositary Agreement with the depositary relating to your ADSs and any related agreement will be performed in accordance with their terms.

Material United States Federal Income Tax Consequences

The following is a description of the material United States federal income tax consequences of the acquisition, ownership and disposition of the ADSs. This description addresses only the United States federal income tax consequences to holders that are purchasers of the ADSs and hold such ADSs as capital assets (generally property held for investment). This description does not address tax considerations applicable to holders that may be subject to special tax rules, including:

•financial institutions or insurance companies;

•real estate investment trusts, regulated investment companies or grantor trusts;

•dealers or traders in securities or currencies;

•tax-exempt entities;

•certain former citizens or former long-term residents of the United States;

•persons that received the ADSs as compensation for or in connection with the performance of services;

•persons that will hold the ADSs as part of a “hedging” or “conversion” transaction or as a position in a “straddle” for United States federal income tax purposes;

•holders that will hold the ADSs through a partnership or other pass-through entity;

•U.S. Holders, as defined below, whose “functional currency” is not the United States dollar; or

•holders that own, directly, indirectly or through attribution, 10.0% or more of the voting power or value of our shares.

Moreover, this description does not address the United States federal estate and gift or alternative minimum tax, or foreign, state or local tax, consequences of the acquisition, ownership and disposition of the ADSs.

This description is based on the United States Internal Revenue Code of 1986, as amended, or the “Code,” existing, proposed and temporary United States Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax consequences described below. For example, President Biden has set forth several tax proposals that would, if enacted, make significant changes to U.S. tax laws. Such proposals include, but are not limited to, an increase in the U.S. federal income tax rate for long term capital gain for certain taxpayers with income in excess of a threshold amount. Congress may consider, and could include, some or all of these proposals in connection with tax reform to be undertaken by the current administration. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect.

For purposes of this description, a “U.S. Holder” is a beneficial owner of the ADSs that, for United States federal income tax purposes, is:

•a citizen or resident of the United States;

•a corporation or other entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;

•an estate the income of which is subject to United States federal income taxation regardless of its source; or

•a trust if such trust has validly elected to be treated as a United States person for United States federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust.

A “Non-U.S. Holder” is a beneficial owner of the ADSs that is neither a U.S. Holder nor a partnership, or other entity or arrangement treated as a partnership, for United States federal income tax purposes.

If a partnership or any other entity or arrangement treated as a partnership for United States federal income tax purposes holds the ADSs, the tax treatment of such partnership, or a partner in such partnership will depend on the status of the partner and the activities of the partnership. Such a partner or partnership is encouraged to consult its tax advisor as to its tax consequences.

You are encouraged to consult your tax advisor with respect to United States federal, state, local and foreign tax consequences of acquiring, owning and disposing of the ADSs.

For United States federal income tax purposes, you will be treated as the owner of our ordinary shares represented by your ADSs. Exchanges of ordinary shares for ADSs, and ADSs for ordinary shares, will not be subject to United States federal income tax.

Distributions with Respect to ADSs

If you are a U.S. Holder, for United States federal income tax purposes, the gross amount of any distribution made to you with respect to your ADSs (other than certain distributions, if any, of the ADSs or ordinary shares distributed pro rata to all our shareholders), before reduction for any French taxes withheld therefrom, will be includible in your income as dividend income to the extent such distribution is paid out of our current or accumulated earnings and profits as determined under United States federal income tax principles. Subject to the discussion below under “Passive Foreign Investment Company Considerations,” non-corporate U.S. Holders may qualify for the lower rates of taxation with respect to dividends on ADSs applicable to long-term capital gains (i.e., gains from the sale of capital assets held for more than one year), provided that certain conditions are met, including certain holding period requirements and the absence of certain risk reduction transactions. However, such dividends will not be eligible for the dividends received deduction generally allowed to corporate U.S. Holders. Subject to the discussion below under “Passive Foreign Investment Company Considerations,” to the extent, if any, that the amount of any distribution by us exceeds our current and accumulated earnings and profits as determined under United States federal income tax principles, such excess amount will be treated first as a tax-free return of your adjusted tax basis in your ADSs and thereafter as capital gain. We do not expect to maintain calculations of our earnings and profits under United States federal income tax principles and, therefore, if you are a U.S. Holder you should expect that the entire amount of any distribution generally will be reported as dividend income to you.

Dividends, if any, paid to U.S. Holders in euros or currency other than the U.S. dollar (“Other Foreign Currency”) will be includible in income in a U.S. dollar amount based on the prevailing spot market exchange rate in effect on the date of actual or constructive receipt, whether or not converted into U.S. dollars at that time. Assuming dividends received in euros (or Other Foreign Currency) are converted into U.S. dollars on the day they are received, the U.S. Holder will not be required to recognize foreign currency gain or loss in respect of the dividend income. If, however, the payment is not converted at that time, a U.S. Holder will have a tax basis in euros (or Other Foreign Currency) equal to the U.S. dollar amount of the dividend included in income, which will be used to measure gain or loss from subsequent changes in exchange rates. Any gain or loss that a U.S. Holder recognizes on a subsequent conversion of euros (or Other Foreign Currency) into U.S. dollars (or on other disposition) generally will be U.S. source ordinary income or loss. U.S. Holders should consult their own tax advisors regarding the tax consequences to them if the dividends are paid in euros (or Other Foreign Currency).

Subject to certain conditions and limitations, French tax withheld on dividends may be deducted from your United States federal taxable income or credited against your United States federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For

this purpose, dividends, if any, that we distribute will constitute “passive category income,” or, in the case of certain U.S. Holders, “general category income.” A foreign tax credit for foreign taxes imposed on distributions may be denied if you do not satisfy certain minimum holding period requirements or if you engage in certain risk reduction transactions. If you are a U.S. Holder, dividends, if any, paid to you with respect to your ADSs will be treated as foreign source income, which may be relevant in calculating your foreign tax credit limitation. The rules relating to the determination of the foreign tax credit are complex, and you are encouraged to consult your tax advisor to determine whether and to what extent you will be entitled to this credit.

Subject to the discussion below under “Backup Withholding Tax and Information Reporting Requirements,” if you are a Non-U.S. Holder, you should not be subject to United States federal income or withholding tax on dividends received by you on your ADSs unless such income is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base).

Sale, Exchange or Other Disposition of ADSs

Subject to the discussion below under “Passive Foreign Investment Company Considerations,” if you are a U.S. Holder, you will recognize capital gain or loss on the sale, exchange or other disposition of your ADSs equal to the difference between the amount realized on such sale, exchange or other disposition and your adjusted tax basis in your ADSs. If you are a non-corporate U.S. Holder, capital gain from the sale, exchange or other disposition of ADSs will be eligible for the preferential rate of taxation applicable to long-term capital gains if your holding period for such ADSs exceeds one year (i.e., such gain is long-term capital gain). Gain or loss, if any, recognized by a U.S. Holder generally will be treated as U.S. source gain or loss, as the case may be, for foreign tax credit limitation purposes. The deductibility of capital losses for United States federal income tax purposes is subject to limitations.

Subject to the discussion below under “Backup Withholding Tax and Information Reporting Requirements,” if you are a Non-U.S. Holder, you will not be subject to United States federal income, or withholding, tax on any gain realized on the sale or exchange of your ADSs unless:

•such gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base); or

•you are an individual and have been present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.

Passive Foreign Investment Company Considerations

A non-U.S. corporation will be classified as a “passive foreign investment company,” or a PFIC, for United States federal income tax purposes for any taxable year in which, after applying certain look-through rules, either

•at least 75% of its gross income is “passive income;” or

•at least 50% of the average value of its gross assets is attributable to assets that produce “passive income” or are held for the production of passive income.

Passive income for this purpose includes dividends, interest, royalties, rents, gains from commodities and securities transactions and the excess of gains over losses from the disposition of assets which produce passive income, including amounts derived by reason of the investment of funds raised in offerings of the ADSs. If a non-U.S. corporation owns at least 25% by value of the stock of another corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income.

Based on the character of our gross income and the average value of our passive assets relative to the gross value of our assets for the taxable year ended December 31, 2024, we do not believe we were a PFIC for 2024. Because PFIC status is determined annually based on our income, assets and activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC for 2025 or any other future year until after the close of that year. While we intend to manage our business so as to avoid PFIC status, to the extent consistent

with our other business goals, we cannot predict whether our business plans will allow us to avoid PFIC status. In addition, because the market price of the ADSs has fluctuated and is likely to fluctuate in the future and because that market price may affect the determination of whether we are a PFIC, there can be no assurance that we will not be a PFIC for any taxable year.

If we are a PFIC for a given year, and you are a U.S. Holder, then unless you make one of the elections described below, a special tax regime will apply to both (a) any “excess distribution” by us to you for the year (defined as your ratable portion of distributions in the year which are greater than 125% of the average annual distribution received by you in the shorter of the three preceding years or your holding period for the ADSs) and (b) any gain realized on the sale or other disposition (including a pledge) of the ADSs. Under this regime, any excess distribution and realized gain will be treated as ordinary income and will be subject to tax as if (i) the excess distribution or gain had been realized ratably over your holding period, (ii) the amount deemed realized in each year had been subject to tax in each year of that holding period at the highest marginal rate for such year (other than income allocated to the current period or any taxable period before we became a PFIC, which would be subject to tax at the U.S. Holder’s regular ordinary income rate for the current year and would not be subject to the interest charge discussed below), and (iii) the interest charge applicable to underpayments of tax had been imposed on the taxes deemed to have been payable in those years. In addition, the tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and dividend distributions made to you will not qualify for the lower rates of taxation applicable to long-term capital gains discussed above under “Distributions with Respect to ADSs.”

Certain elections are available to U.S. Holders of shares that may serve to alleviate some of the adverse tax consequences of PFIC status described above. One such election is a qualified electing fund, or a QEF, election, under which you would be required to include in income on a current basis your pro rata share of our ordinary earnings as ordinary income and your pro rata share of our net capital gains as capital gain. However, we do not expect to provide to U.S. Holders the information needed to report income and gain pursuant to a QEF election, and we make no undertaking to provide such information in the event that we are a PFIC.

Under an alternative tax regime, you may also avoid certain adverse tax consequences relating to PFIC status discussed above by making a mark-to-market election with respect to your ADSs, provided that the ADSs are “marketable.” The ADSs will be marketable if they are regularly traded on certain U.S. stock exchanges, including the NYSE, or on certain non-U.S. stock exchanges. For these purposes, the ADSs will be considered regularly traded during any calendar year during which they are traded, other than in negligible quantities, on at least 15 days during each calendar quarter. U.S. Holders should be aware, however, that if we are determined to be a PFIC, the interest charge regime described above could be applied to indirect distributions or gains deemed to be attributable to U.S. Holders in respect of any of our subsidiaries that also may be determined to be a PFIC, and the mark-to-market election would not be effective for such subsidiaries.

If you choose to make a mark-to-market election, you would recognize as ordinary income or loss each year in which we are a PFIC an amount equal to the difference as of the close of the taxable year between the fair market value of your ADSs and your adjusted tax basis in your ADSs. Losses would be allowed only to the extent of net mark-to-market gain previously included by you under the election for prior taxable years. If the mark-to-market election were made, then the PFIC rules described above relating to excess distributions and realized gains would not apply for periods covered by the election. If you do not make a mark-to-market election for the first taxable year in which we are a PFIC during your holding period of the ADSs, you would be subject to interest charges with respect to the inclusion of ordinary income attributable to each taxable year in which we were a PFIC during your holding period before the effective date of such election.

A U.S. Holder who is a direct or “indirect” holder of stock of a PFIC must file United States Internal Revenue Service Form 8621 in respect of such PFIC for a taxable year in the circumstances described in the United States Treasury Regulations. If we are a PFIC for a given taxable year, you are encouraged to consult your tax advisor concerning the availability and consequences of making any of the elections mentioned above, as well as concerning your annual filing requirements.

Medicare Tax

A United States person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on net investment income in excess of certain amounts. In the case of an individual, the tax is imposed on the lesser of (1) the United States person’s “net investment income” for the relevant taxable year and (2) the excess of the United States person’s modified adjusted gross income for the taxable year over $250,000 (in the case of a taxpayer filing a joint return or a surviving spouse), $125,000 (in the case of a married taxpayer filing a separate return) or $200,000 (in any other case). In the case of an estate or trust, the tax is imposed on the lesser of (1) the entity’s “undistributed net investment income” for the taxable year and (2) the excess (if any) of the entity’s “adjusted gross income” over the dollar amount at which the highest tax bracket begins for such entity. A holder’s net investment income will include its gross dividend income and its net gains from the disposition of ADSs, unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a United States person that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the ADSs.

Information with Respect to Foreign Financial Assets

Individuals who are U.S. citizens or resident aliens, certain nonresident aliens of the United States and “specified domestic entities” that own “specified foreign financial assets” with an aggregate value in excess of certain threshold amounts are required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities, including ADSs issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities. In addition, under a law known as the “Bank Secrecy Act” U.S. citizens, green card holders and resident aliens, as well as domestic entities must file a FinCEN Form 114 with the Financial Crimes Enforcement Network if the aggregate value of all “foreign financial accounts” held by such person exceeds $10,000 at any time during a particular calendar year. Holders of ADSs are encouraged to consult their tax advisors regarding the application of these reporting requirements as they relate to their ownership of ADSs.

Backup Withholding Tax and Information Reporting Requirements

United States backup withholding tax and information reporting requirements apply to certain payments to certain non-corporate holders of stock. Information reporting will apply to payments of dividends on, and to proceeds from the sale or redemption of, the ADSs made within the United States, or by a United States payor or United States middleman, to a holder of the ADSs, other than an exempt recipient, including a corporation, a payee that is not a United States person that provides an appropriate certification and certain other persons. A payor will be required to withhold backup withholding tax from any payments of dividends on, or the proceeds from the sale or redemption of, ADSs within the United States, or by a United States payor or United States middleman, to a holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding tax requirements. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against the beneficial owner’s United States federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

Material French Tax Consequences

The following is a description of the material French tax consequences of the acquisition, ownership and disposition of the ADSs by a U.S. Holder. This description is based on applicable tax laws, regulations and judicial decisions as of the date of this prospectus, and, where applicable, the Convention between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital, dated August 31, 1994, as amended from time to time (the “U.S. Treaty”).

This description is based in part upon the representation of the custodian and the assumption that each obligation in the Depositary Agreement with the depositary relating to your ADRs and any related agreement will be performed in accordance with their terms.

The following is a description of the principal tax effect on U.S. Holders for the purposes of French tax if, all of the following points apply:

•the U.S. Holder owns, directly, indirectly or constructively, less than 10% of the Company capital and dividend rights;

•the U.S. Holder is entitled to the benefits of the U.S. Treaty (including under the “limitation on benefits” article of the U.S. Treaty);

•the U.S. Holder does not hold the ADSs through a permanent establishment or a fixed base in France;

•the U.S. Holder is not multi-resident;

•the U.S. Holder does not hold the ADSs through a non-U.S. based pass-through entity; and

•the U.S. Holder does not receive dividend, capital gains or other payments on the ADSs on an account located in a Non-cooperative State as defined in Article 238-0 A of the French General Tax Code and as mentioned in a list published by the French tax authorities as amended from time to time.

A U.S. Holder to whom all the above requirements apply will be hereafter defined as a Qualifying U.S. Holder.

This description is relevant only to holders of ADSs who are Qualifying U.S. Holders.

For purposes of the U.S. Treaty Qualifying, U.S. Holders of ADSs will be treated as the owners of Company’s ordinary shares represented by such ADSs.

Special rules apply to U.S. expatriates, insurance companies, pass-through entities and investors in such entities, tax-exempt organizations, financial institutions, persons subject to the alternative minimum tax and securities broker-dealers, among others. Those special rules are not discussed in this prospectus.

Holders of Company ADSs are encouraged to consult their own tax advisors as to the particular tax consequences to them of owning the ADS, including their eligibility for benefits under the U.S. Treaty, the application and effect of state, local, foreign and other tax laws and possible changes in tax laws or in their interpretation.

Taxation of Dividends

Dividends paid by a French company to corporate non-French holders are subject to a withholding tax at a rate equal to the standard corporate income tax rate (i.e., 25% as from 2023). Such withholding tax rates can be increased to 75% if the dividend is paid towards Non-cooperative States or territories (as mentioned above) irrespective of the tax residence of the beneficiary of the dividends. Such withholding tax rates may, however, be reduced or eliminated by application of a tax treaty with France.

Dividends paid by a French company to individual non-French holders are generally subject to a 12.8% withholding tax. Such withholding tax rate can be increased to 75% if the dividend is paid towards Non-cooperative States or territories (as mentioned above) irrespective of the tax residence of the beneficiary of the dividends. Such withholding tax rates may, however, be reduced or eliminated by application of a tax treaty with France.

Should the U.S. Treaty apply, the withholding tax rate may generally be limited to 15 percent of the gross amount of the dividends, provided that the income is distributed directly by the depositary to the Qualifying U.S. Holders.

Taxation of Capital Gains

A Qualifying U.S. Holder will not be subject to any French income or withholding tax on any capital gain realized upon the sale or exchange of ADSs of the Company.

Estate and Gift Taxes

Under the Convention between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritance and Gifts, dated November 24, 1978 (as amended from time to time), if a U.S. Holder transfers his or her shares by gift or by reason of the U.S. Holder’s death, that transfer will not be subject to French gift or inheritance tax unless the U.S. Holder is domiciled in France at the time of making the gift or at the time of his or her death or if the shares are held for use in the conduct of a business or profession through a permanent establishment or a fixed base in France.

Wealth Tax

As of January 1, 2018, the French wealth tax namely the Impôt de Solidarité sur la Fortune (“ISF”) is replaced by the Impôt sur la Fortune Immobilière (“IFI”). The IFI generally applies to real estate assets to the extent that their net value exceeds €1,300,000. Therefore, all other movable assets (tangible assets, shares, life insurance, cash, etc.) are excluded from the tax base, unless their underlying assets (direct or indirect) consist of real estate assets or rights.

However, a general exclusion applies to real estate assets owned by companies pursuing a commercial, industrial, craft, agricultural or liberal activity when the taxpayer (together with the members of its tax household) holds directly or indirectly less than 10% of the share capital or the voting rights of the company.

As a result, Qualifying U.S. Holders will not be subject to French IFI in respect of their ownership of ADSs.

ENFORCEMENT OF CIVIL LIABILITIES

We are a société anonyme, or limited liability corporation, organized under the laws of France. The majority of our directors and executive officers reside in France and other countries outside the U.S. A portion of our assets and of such persons’ assets are located outside the United States.

As a result, it may be difficult for investors:

•to obtain jurisdiction over us or our non-U.S. resident officers and directors in U.S. courts in actions predicated on the civil liability provisions of the U.S. federal securities laws;

•to enforce in U.S. courts judgments obtained in such actions against us or our non-U.S. resident officers and directors;

•to bring an original action in a French court to enforce liabilities based upon the U.S. federal securities laws against us or our non-U.S. resident officers or directors; and

•to enforce against us or our directors in non-U.S. courts, including French courts, judgments of U.S. courts predicated upon the civil liability provisions of the U.S. federal securities laws.

Nevertheless, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would be recognized and enforced in France provided that a French judge considers that this judgment meets the French legal requirements concerning the recognition and the enforcement of foreign judgments and is capable of being immediately enforced in the United States. A French court is therefore likely to grant the enforcement of a foreign judgment without a review of the merits of the underlying claim, only if (1) that judgment is enforceable in the jurisdiction of the U.S. court which rendered it, (2) that judgement was rendered by a court having jurisdiction over the dispute (the condition will be met if the dispute is clearly connected to the jurisdiction of the U.S. court and French courts did not have exclusive jurisdiction over the matter), (3) that judgment does not contravene French international public order and public policy, including the right to due process and (4) the U.S. judgment is not tainted with fraud and is not incompatible with a judgment rendered by a French court in the same matter, or with an earlier judgment rendered by a foreign court in the same matter and which has become effective in France.

In addition, French law guarantees full compensation for the harm suffered but is limited to the actual damages, so that the victim does not suffer or benefit from the situation. Such system excludes damages such as, but not limited to, punitive and exemplary damages.

As a result, the enforcement, by U.S. investors, of any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities law against us or members of our board of directors, officers or certain experts named herein who are residents of France or countries other than the United States would be subject to the above conditions.

There may be doubt as to whether a French court would impose civil liability on us, the members of our board of directors, our officers or certain experts named herein in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in France against us or such members, officers or experts, respectively.

Finally, we have designated GKL Corporate/Search, Inc., One Capitol Mall, Suite 660, Sacramento, California 95814, as our agent for service of process in the United States with respect to any action brought against us in the U.S. District Court for the Southern District of New York under the federal securities laws of the United States or of any State in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

SELLING SECURITYHOLDERS

We are registering 1,822,500,010 ordinary shares (represented by up to 182,250,001 ADSs, each of which represents ten ordinary shares), that were issued to the Selling Securityholders to permit the Selling Securityholders and their respective pledgees, donees, transferees or other successors-in-interest that receive their shares after the date of this prospectus to resell or otherwise dispose of the ordinary shares (or ADSs representing such ordinary shares) in the manner contemplated under “Plan of Distribution” below.

We entered into the Debenture Registration Rights Agreement with the Selling Securityholders pursuant to which we agreed to file with the SEC a registration statement on Form F-3 covering the resale of such ordinary shares (from time to time). We are registering the ordinary shares issued pursuant to the Debenture Purchase Agreement in accordance with the Debenture Registration Rights Agreement in order to permit the Selling Securityholders to offer ordinary shares in the form of ADSs for resale from time to time. The Debenture Purchase Agreement contains customary representations and warranties.

The foregoing descriptions of the Debenture Purchase Agreement and the Debenture Registration Rights Agreement do not purport to be complete descriptions of the terms of the documents, and are qualified in their entirety by the terms of the definitive documents or forms thereof which have been filed with the SEC.

Ownership of the ordinary shares (or ADSs representing such shares) issued pursuant to the Debenture Purchase Agreement, their respective rights to require registration of our ordinary shares under the Debenture Registration Rights Agreement, their other respective rights under the Debenture Purchase Agreement and as otherwise disclosed in the footnotes below, the Selling Securityholders do not have, or within the past three years have not had, any position, office or other material relationship with us. The following table sets forth the names of the Selling Securityholders, the number of ADSs beneficially owned by the Selling Securityholder as of July 7, 2025, the number of ADSs that may be offered under this prospectus and the number of ADSs beneficially owned by the Selling Securityholders assuming all of the ADSs covered hereby are sold. The number of ADSs in the column “Number of ADSs Being Offered” represents all of the ADSs that the Selling Securityholders may offer under this prospectus. The Selling Securityholders may sell some, all or none of their ADSs. We do not know how long the Selling Securityholders will hold the ADSs before selling them, and we currently have no agreements, arrangements or understandings with the Selling Securityholders regarding the sale or other disposition of any of the ADSs. The ADSs covered hereby may be offered from time to time by the Selling Securityholders.

The information set forth below is based upon information obtained from the Selling Securityholders and upon information in our possession regarding the original issuance of the ordinary shares. The percentages of shares owned after the offering are based on 142,714,545 ADSs outstanding as of July 7, 2025.


Name of Selling Securityholder	ADSs Beneficially Owned Prior to Offering(1)			Number of ADSs Being Offered	ADSs Beneficially Owned After Offering(2)
	Number	Percent			Number	Percent
Hudson Bay PH XVI Ltd.(3)	7,121,456	4.99	%	87,904,763	7,121,456	4.99	%
Hudson Bay Master Fund Ltd.(3)	7,121,456	4.99	%	13,004,810	7,121,456	4.99	%
Hudson Bay Special Opportunities Master Fund A LP(3)	7,121,456	4.99	%	2,209,476	7,121,456	4.99	%
Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B(4)	5,619,045	3.94	%	2,333,332	3,285,713	2.3	%
MMCAP International Inc. SPC(5)	7,121,456	4.99	%	17,499,999	7,121,456	4.99	%
MOORE GLOBAL INVESTMENTS, LLC(6)	4,214,284	2.95	%	1,749,999	2,464,285	1.73	%
AFOB FIP MS, LLC(7)	14,047,618	9.84	%	5,833,333	8,214,285	5.76	%

__________________

*Represents beneficial ownership of less than 1%.

(1)“Beneficial ownership” is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act, and includes more than the typical form of share ownership, that is, shares held in the person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares voting or investment power. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any securities that such person or group has a right to acquire currently or within

60 days of July 7, 2025. The securities beneficially owned by each of the Selling Securityholders includes ADSs issuable pursuant to the conversion of the Secured Convertible Debentures and exercise of the Warrants, with the conversion or exercise thereof subject to the ownership limitations described therein.

(2)Assumes that the Selling Securityholder sells to third parties all ordinary shares (or ADSs representing such shares) registered under this prospectus that it holds.

(3)Hudson Bay Capital Management LP, the investment manager of Hudson Bay PH XVI LTD, Hudson Bay Master Fund Ltd. and Hudson Bay Special Opportunities Master Fund A LP, has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay PH XVI LTD, Hudson Bay Master Fund Ltd. and Hudson Bay Special Opportunities Master Fund A LP and Sander Gerber disclaims beneficial ownership over these securities. The address of Hudson Bay PH XVI LTD, Hudson Bay Master Fund Ltd. and Hudson Bay Special Opportunities Master Fund A LP and Sander Gerber is c/o Hudson Bay Capital Management LP, 290 Harbor Drive, 3rd Floor, Stamford, CT 06902.

(4)Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, has discretionary authority to vote and dispose of the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. Ayrton Capial LLC and Mr. Khatri each disclaim any beneficial ownership of these shares. The address of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. Ayrton Capital LLC and Mr. Khatri is 55 Post Rd. W, 2nd Fl, Westport CT 06880.

(5)MM Asset Management Inc., the investment advisor to MMCAP International Inc. SPC (“MMCAP”), has voting and investment control of the shares held by MMCAP. Mr. Matthew MacIsaac controls MM Asset Management and may be deemed the beneficial owner of the shares of the Company held by MMCAP. The address of MMCAP, MM Asset Management Inc. and Mr. MacIsaac is 2240-161 Bay st BOX 600, Toronto ON M5J 2S1.

(6)Moore Capital Management, LP, the investment manager of Moore Global Investments, LLC (“MGI LLC”), has voting and investment control of the shares held by MGI LLC. Mr. Louis M. Bacon controls the general partner of Moore Capital Management, LP and may be deemed the beneficial owner of the shares of the Company held by MGI LLC. Mr. Bacon also is the indirect majority owner of MGI LLC. The address of MGI LLC, Moore Capital Management, LP and Mr. Bacon is 11 Times Square, New York, New York 10036.

(7)AFO Blackberry, LLC, the managing member of AFOB FIP MS, LLC (“AFOB”), has voting and investment control of the shares held by AFOB. Mr. Fred Goldman controls AFO Blackberry, LLC and may be deemed the beneficial owner of the shares of the Company held by AFOB. The address of AFOB, AFO Blackberry, LLC, and Mr. Goldman is 1011 Lake Street, Suite 311, Oak Park, IL 60301.

PLAN OF DISTRIBUTION

We are registering 1,822,500,010 ordinary shares issued to the Selling Securityholders and which may be represented by up to 182,250,001 ADSs, each of which represents ten ordinary shares, to permit the Selling Securityholders and their respective pledgees, donees, transferees or other successors-in-interest that receive their shares (or ADSs representing such shares) after the date of this prospectus to resell or otherwise dispose of the shares (or ADSs representing such shares) in the manner contemplated in this section. We will not receive any of the proceeds from the sale of ordinary shares (or ADSs representing such shares) in this offering. We will bear all fees and expenses incident to our obligation to register the shares (and ADSs representing such shares). In connection with this transaction, we entered into the Debenture Registration Rights Agreement with the Selling Securityholders pursuant to which we agreed to file with the SEC a registration statement on Form F-3 covering the resale of such ordinary shares from time to time. We are registering the ordinary shares issued or issuable pursuant to the Debenture Purchase Agreements in accordance with the Debenture Registration Rights Agreement in order to permit the Selling Securityholders to offer ordinary shares in the form of ADSs for resale from time to time.

The Selling Securityholders and any of their respective pledgees, donees, transferees, assignees or other successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all of their ordinary shares (or ADSs representing such shares) or interests in any such shares on any stock exchange, market or trading facility on which the ordinary shares or ADSs are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. Each of the Selling Securityholders may use one or more of the following methods when disposing of the shares represented by ADSs or interests therein:

▪on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

▪in the over-the-counter market;

▪ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

▪block trades in which the broker-dealer will attempt to sell ordinary shares (or ADSs representing such shares) as agent but may position and resell a portion of the block as principal to facilitate the transaction;

▪through brokers, dealers or underwriters that may act solely as agents;

▪purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

▪an exchange distribution in accordance with the rules of the applicable exchange;

▪privately negotiated transactions;

▪delivery of shares (or ADSs representing such shares) in settlement of short sales;

▪through the writing or settlement of options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise;

▪broker-dealers may agree with such Selling Securityholder to sell a specified number of ordinary shares (or ADSs representing such shares) or interests in such shares at a stipulated price per share;

▪a combination of any such methods of disposition; and

▪any other method permitted pursuant to applicable law.

The Selling Securityholders may also sell shares under Rule 144 under the Securities Act or other exemptions from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Securityholders may arrange for other broker-dealers to participate in sales. Broker-dealers, underwriters and other agents may receive commissions or discounts from the Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of ordinary shares (or ADSs representing such shares), from the purchaser) in amounts to be negotiated. The Selling Securityholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved but any such discounts or commissions might exceed those customary in the types of transactions involved.

The Selling Securityholders may from time to time pledge or grant a security interest in some or all of the ordinary shares (or ADSs representing such shares) by them and the pledgee or other secured party, transferee or other successor in interest may sell ordinary shares (or ADSs representing such shares) from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Securityholders to include the pledgee, secured party, transferee or other successors in interest as Selling Securityholders under this prospectus. The Selling Securityholders also may transfer the ordinary shares (or ADSs representing such shares) in other circumstances in which case the transferees, donees, pledgees or other successors-in-interest may be the selling beneficial owners for purposes of this prospectus and may sell such ordinary shares (or ADSs representing such shares) from time to time under this prospectus after an amendment or supplement has been filed under Rule 424(b)(3) under, or another applicable provision of, the Securities Act, amending, if necessary, the list of Selling Securityholders to include the transferees, donees, pledgees or other successors-in-interest as a Selling Securityholder under this prospectus. The Debenture Registration Rights Agreement provides that certain transferees of the Selling Securityholders are entitled to the benefits of such agreement, subject to the terms and conditions set forth in such agreement.

Upon being notified in writing by a Selling Securityholder that any material arrangement has been entered into with a broker-dealer for the sale of ordinary shares (or ADSs representing such shares) through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act will be filed, disclosing (i) the name of each such Selling Securityholder and of the participating broker-dealer(s), (ii) the number of ordinary shares (or ADSs representing such shares) involved, (iii) the price at which such ordinary shares (or ADSs representing such shares) were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, if applicable, and (vi) other facts material to the transaction.

A Selling Securityholder that is an entity may elect to make an in-kind distribution of ordinary shares (or ADSs representing such shares) to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive freely tradeable ordinary shares (or ADSs representing such shares) pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the ordinary shares (or ADSs representing such shares) acquired in the distribution. The Selling Securityholders also may transfer the ordinary shares (or ADSs representing such shares) in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Securityholders and any broker-dealers or agents that are involved in selling the ordinary shares (or ADSs representing such shares) may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The maximum commission or discount to be received by any member of the Financial Industry Regulatory Authority, or FINRA, or independent broker-dealer will not be greater than 8% of the initial gross proceeds from the sale of any security being sold.

There can be no assurance that any Selling Securityholders will sell any or all of the ordinary shares (or ADSs representing such shares) registered pursuant to the registration statement, of which this prospectus forms a part.

The aggregate proceeds to the Selling Securityholders from the sale of ordinary shares (or ADSs representing such shares) offered by them will be the purchase price of the shares less discounts or commissions, if any. The Selling Securityholders reserve the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase to be made directly or through agents. We will not receive any of the proceeds from this offering.

We are required to pay all fees and expenses incident to the registration of the shares, other than any underwriting fees, discounts and selling commissions, stock transfer taxes and fees and disbursements of counsel. We have agreed to indemnify each Selling Securityholder, each person who controls such Selling Securityholder and their respective officers, directors, employees, stockholders, members, representatives and affiliates in certain circumstances against certain losses, claims, damages or liabilities to which they may become subject, including certain liabilities under the Securities Act.

We have agreed with the Selling Securityholders under the Debenture Registration Rights Agreement to use our commercially reasonable efforts to ensure that the ordinary shares constituting registrable shares (and any ADSs in respect of such shares) under the Debenture Registration Rights Agreement are registered for sale under the Securities Act as contemplated by the Debenture Registration Rights Agreement. Such obligations shall cease and terminate, with respect to such registrable shares (and any ADSs in respect of such shares), upon the earliest to occur of (a) such time when there are no registrable shares outstanding, (b) such time such registrable shares (and any ADSs in respect of such shares) (i) are freely transferable under Rule 144 and the securities laws of any other applicable jurisdiction without restrictions or conditions, without registration and without the requirement for us to be in compliance with the current public information requirement under Rule 144(c) (or any similar rule then in force), and (ii) do not and/or shall not when issued bear a restrictive legend relating to the Securities Act or the securities laws of any other applicable jurisdiction or a restricted CUSIP, or (c) the mutual written agreement of the Selling Securityholders and us.

EXPENSES RELATED TO REGISTRATION

The following is a statement of expenses in connection with the registration of the ordinary shares represented by ADSs pursuant to the Debenture Registration Rights Agreement. With the exception of the SEC registration fee, all amounts are estimates. The estimates do not include expenses related to offerings of ADSs by the Selling Securityholders. Each prospectus supplement describing an offering of ADSs will reflect the estimated expenses related to the offering of ADSs under that prospectus supplement.


SEC Registration Fee	$	58,595
Printing Expenses	5,000
Legal Fees and Expenses	55,000
Accounting Fees and Expenses	20,000
Miscellaneous	10,000
Total	$	148,595

LEGAL MATTERS

Unless otherwise indicated in any prospectus supplement, the validity of the ordinary shares underlying the ADSs offered by this prospectus and legal matters governed by French Law will be passed upon by Archers A.A.R.P.I.

EXPERTS

The consolidated financial statements of Sequans Communications S.A appearing in Sequans Communications S.A.’s Annual Report (Form 20-F) for the year ended December 31, 2024 have been audited by Ernst & Young Audit, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements have been incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this document, except for any information superseded by information in this document. This prospectus incorporates by reference the following documents that we have previously filed with the SEC:

▪our Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 30, 2025; and

▪our Reports of Foreign Issuer on Form 6-K furnished with the SEC on May 6, 2025, May 14, 2025, June 16, 2025, June 23, 2025, June 23, 2025, June 23, 2025, June 23, 2025, June 30, 2025 and July 8, 2025.

The documents listed above contain important information about us and our finances. The more detailed information contained in the Form 6-K and Form 20-F qualify this entire prospectus. Statements in this prospectus may modify or supersede statements in the Form 6-K and Form 20-F and therefore the modified or superseded part of the original statement is not part of this prospectus.

We incorporate by reference into this prospectus all subsequent annual reports on Form 20-F after the date of this prospectus and before we terminate this offering. We also may incorporate by reference into this prospectus our reports on Form 6-K furnished after the date of this prospectus and before we terminate this offering that we identify in the Form 6-K as being incorporated into this registration statement. We may modify or supersede any statement in this prospectus by statements in documents we incorporate by reference after the date of this prospectus. When that happens, the modified or superseded part of the original statement is not part of this prospectus.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but that is not delivered with the prospectus at no cost, upon written or oral request to us. We will not include exhibits to the documents that you request unless the exhibits are specifically incorporated by reference into those documents. You may make your request for any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address: Forest, 15-55 boulevard Charles de Gaulle, 92700 Colombes, France. The telephone number at this address is +33 1 70 72 16 00.

We are a foreign private issuer (as such term is defined in the Exchange Act). We are subject to the informational requirements of the Exchange Act, file our annual reports on Form 20-F, and furnish reports on Form 6-K and other information with the SEC. We have filed with the SEC a registration statement on Form F-3 to register the securities offered in this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information included in the registration statement and its exhibits and schedules. References in this prospectus to any contract or other document are not necessarily complete and, if we filed the contract or document as an exhibit to the registration statement, you should refer to the exhibit for more information.

Our corporate Internet address is www.sequans.com. We make available free of charge on or through our website our annual reports, current reports, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We may from time to time provide important disclosures to investors by posting them in the investor relations section of our website, as allowed by the SEC, rules. Information contained on our website is not part of this report or any other report filed with the SEC. The SEC also maintains an Internet site http://www.sec.gov that contains reports, proxy and information statements, and other information that we filed electronically.

As a foreign private issuer, we are exempt from the rules under the Exchange Act that prescribe the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. We are not currently required under the Exchange Act to publish financial statements as frequently or as promptly as are United States companies subject to, among others, Rules 13a-11, 13a-13, 15d-11 and 15d-13 promulgated under the Exchange Act. Moreover, while we have and expect to continue to submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies and are not required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. Furthermore, our ordinary shares are not listed and we do not currently intend to list our ordinary shares on any market in France, our home country. As a result, we are not subject to the reporting and other requirements of listed companies in France. For instance, we are not required to publish quarterly or semi-annual financial statements. Accordingly, there is less publicly available information concerning our company than there would be if we were a U.S. public company.

Up to 1,350,000,030 Ordinary Shares represented by 135,000,003 American Depositary Shares or pre-funded warrants in lieu thereof, issuable upon the conversion of Secured Convertible Debentures

270,000,000 Ordinary Shares represented by 27,000,000 American Depositary Shares as Interest ADSs

202,499,980 Ordinary Shares represented by 20,249,998 American Depositary Shares, or pre-funded warrants in lieu thereof, issuable upon the exercise of Common Warrants


PROSPECTUS

, 2025

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers

We maintain liability insurance for our directors and officers, including insurance against liabilities under the Securities Act.

Item 9. Exhibits


Exhibit Number						Description of Exhibit
3.1*						By-laws (statuts ) of Sequans Communications S.A. effective July 7, 2025
4.1						Deposit Agreement, dated May 14, 2018, among Sequans Communications S.A., The Bank of New York Mellon and owners and holders of American Depositary Shares (incorporated by reference from Exhibit 4.1 to the registrant’s Form 6-K filed November 16, 2020, File No. 001-35135)
4.2						Form of American Depositary Receipt (included in Exhibit 4.1)
4.3						Terms and Conditions of the Pre-Funded Warrants (incorporated by reference from Exhibit 4.1 to the registrant’s Form 6-K/A filed June 23, 2025, File No. 001-35135)
4.4						Terms and Conditions of the Warrants (incorporated by reference from Exhibit 4.2 to the registrant’s Form 6-K/A filed June 23, 2025, File No. 001-35135)
4.5*						Secured Convertible Debenture, dated July 7, 2025, by and among Sequans Communications S.A. and Hudson Bay PH XVI Ltd, Hudson Bay Master Fund Ltd. and Hudson Bay Special Opportunities Master Fund A LP.
4.6*						Secured Convertible Debenture, dated July 7, 2025, between Sequans Communications S.A. and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B.
4.7*						Secured Convertible Debenture, dated July 7, 2025, between Sequans Communications S.A. and MMCAP International Inc. SPC.
4.8*						Secured Convertible Debenture, dated July 7, 2025, between Sequans Communications S.A. and MOORE GLOBAL INVESTMENTS, LLC.
4.9*						Secured Convertible Debenture, dated July 7, 2025, between Sequans Communications S.A. and AFOB FIP MS, LLC.
5.1*						Opinion of Archers A.A.R.P.I.
10.1*						Secured Convertible Debenture Purchase Agreement, dated as of June 22, 2025, between Sequans Communications S.A., the Collateral Agent defined therein, and the purchasers listed thereon.
10.2*						Debenture Registration Rights Agreement, dated as of July 7, 2025, between Sequans Communications S.A. and the purchasers listed thereon.
23.1*						Consent of Ernst & Young Audit, independent registered public accounting firm
23.2*						Consent of Archers A.A.R.P.I. (included in Exhibit 5.1)
24.1*						Power of Attorney (included within signature page)
107*						Filing Fee Table

__________________

*Filed herewith.

Item 10. Undertakings

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a

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fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information otherwise required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering; provided, however, that a post-effective amendment need not be filed to include financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act, or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(5)That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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(6)That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paris, Republic of France, on the 16th of July, 2025.


SEQUANS COMMUNICATIONS S.A.

	By:	/s/ Dr. Georges Karam
		Name: Dr. Georges Karam
		Title: Chief Executive Officer and Chairman

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Georges Karam and Deborah Choate and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name

Title

Date

/s/ Dr. Georges Karam

Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer)

July 16, 2025

Dr. Georges Karam

/s/ Deborah Choate

Chief Financial Officer (Principal Financial Officer and Accounting Officer)

July 16, 2025

Deborah Choate

/s/ Wesley Cummins

Director

July 16, 2025

Wesley Cummins

Yves Maitre

Director

July 16, 2025

Yves Maitre

/s/ Maria Marced

Director

July 16, 2025

Maria Marced

/s/ Richard Nottenburg

Director

July 16, 2025

Richard Nottenburg

/s/ Hubert de Pesquidoux

Director

July 16, 2025

Hubert de Pesquidoux

/s/ Jason Cohenour

Director

July 16, 2025

Jason Cohenour

/s/ Zvi Slonimsky

Director

July 16, 2025

Zvi Slonimsky

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Sequans Communications S.A. has signed this registration statement or amendment thereto in the City of Dallas, State of Texas, on July 16, 2025.


By:			/s/ Nikhil Taluja
			Name: Nikhil Taluja
			Title: Authorized Representative in the United States

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Exhibit 4.5

Execution Version

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

FOR PURPOSES OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THIS DEBENTURE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. THE HOLDER (AS DEFINED BELOW) MAY CONTACT DR. GEORGES KARAM AT +33 1 70 72 16 00, WHO WILL, NOT LATER THAN TEN DAYS AFTER THE DATE HEREOF, PROMPTLY MAKE AVAILABLE TO THE HOLDER, UPON REQUEST, THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUANCE DATE OF THIS DEBENTURE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS DEBENTURE, AND (3) THE YIELD TO MATURITY OF THIS DEBENTURE.

SEQUANS COMMUNICATIONS S.A.

SECURED CONVERTIBLE DEBENTURE

Principal Amount: $142,000,000

Debenture Issuance Date: July 7, 2025

Debenture Number: SQNS-1

FOR VALUE RECEIVED, Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), hereby promises to pay to the order of Hudson Bay PH XVI Ltd., or its registered assigns (the “Holder”) the amount set out above as the principal amount (as reduced or increased pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, or redemption (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof, this “Debenture”) was originally issued pursuant to the Secured Convertible Debenture Purchase Agreement dated as of June 22, 2025, as it may be amended from time to time (the “Purchase Agreement”) between the Company and the Buyers listed on the Schedule of Buyers attached thereto. Certain capitalized terms used herein are

defined in Section (17). All Obligations owed by the Company to the Holder under this Debenture and each other Transaction Document are guaranteed by the Guarantors pursuant to the Guaranty and Security Agreement and secured by the Guarantors pursuant to the Security Documents.

(1) GENERAL TERMS

(a) Maturity Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Debenture. The “Maturity Date” shall be July 7, 2028. Other than as specifically permitted by this Debenture under Section 2(a), the Company may not prepay or redeem any portion of the outstanding Principal and/or accrued and unpaid Interest.

(b) Interest Rate and Payment of Interest. (i) From and after the first anniversary date of the Issuance Date until, but not including, the second anniversary date of the Issuance Date, interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 6.00% and (ii) from and after the second anniversary date of the Issuance Date, interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 8.00% (such applicable interest rate, the “Interest Rate”), which Interest Rate shall, in connection with the occurrence of an Event of Default, increase to the Default Rate upon written notice executed by the Required Holders (as defined in the Purchase Agreement) to the Company retroactively to the date of the occurrence of such Event of Default. Interest shall be calculated based on a 365- day year and the actual number of days elapsed, to the extent permitted by applicable law. Interest shall accrue during the term of this Debenture and shall be due and payable on each Interest Payment Date or upon the acceleration (including, for the avoidance of doubt, in connection with Section 3(b)), redemption (including, for the avoidance of doubt, in connection with Section 2(b) and Section 2(c)) or conversion of the outstanding Principal. Additional Interest may be payable pursuant to Section 19(h).

(c) Payment Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(d) Withholding. All payments and deliveries made by, or on behalf of, the Company (or any Successor Company) under or with respect to this Debenture (including in connection with any conversion described in Section (4)), shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied (“Applicable Taxes”) by or within France or any jurisdiction in which the Company (or any Successor Company) is, for tax purposes, organized or resident or doing business (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required in a Relevant Jurisdiction, the Company (or the Successor Company) shall pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by the Holder after such withholding or deduction (and after deducting any Applicable Taxes on the Additional Amounts) under a Relevant Jurisdiction shall equal the amounts that would have been received by

such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable for or on account of:

(1) any tax, duty, assessment or other governmental charge that would not have been imposed but for:

(i) the failure of the Holder to comply with a timely reasonable request from the Company, addressed to the Holder to provide certification or other documents concerning such Holder’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to the Holder and so long as the completion, execution or submission of such certification or documents would not materially prejudice the legal or commercial position of the Holder;

(ii) (A) the existence of any present or former connection between the Holder and any non-cooperative jurisdiction (Etat ou territoire non coopératif) within the meaning of Section 238-0 A of the French tax code (as this list may be amended from time to time), or (B) the presentation of this Debenture (or any portion hereof) for payment or payment on this Debenture (or any portion hereof) otherwise made to a bank account open in a non-cooperative jurisdiction;

(2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

(3) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments under or with respect to this Debenture;

(4) any tax required to be withheld or deducted under Sections 1471 to 1474 of the Code (or any amended or successor versions of such Sections that are substantively comparable and not materially more onerous to comply with) (“FATCA”), any agreement described in Section 1471(b) of the Code, or any current or future regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection with FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA; or

(5) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (1), (2), (3) or (4).

(e) Tax Treatment. (i) The parties hereto shall treat this Debenture as debt for U.S. federal (and applicable state and local) income tax purposes and shall prepare and file all tax returns consistent with, and not otherwise take any position inconsistent with, such treatment unless required by applicable law; (ii) the parties hereto agree that (x) the Debentures and the Common Warrants (as defined in the Purchase Agreement) shall be treated as an “investment unit” within the meaning of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended, and

the Treasury Regulations thereunder, (y) the issue price of the investment unit will be allocated between the Debentures and such Common Warrants based on their relative fair market values on the Issuance Date for U.S. federal income tax purposes, as determined collectively by the Company and the Required Holders acting in good faith, and (z) no party hereto shall take a position contrary to the foregoing on any tax return unless required by an applicable change in law after the Issuance Date or the good faith resolution of a tax audit or other tax proceeding; (iii) the Company represents that it was not a “passive foreign investment company” for U.S. federal income tax purposes for the year ending December 31, 2024 and does not as of the date hereof have knowledge that it will be a “passive foreign investment company” for the year ending December 31, 2025 or the foreseeable future; (iv) the Company shall make due inquiry with its tax advisors regarding the Company’s status as a “passive foreign investment company” for the year ending December 31, 2025 and each subsequent year; and (v) if the Company determines that it is a “passive foreign investment company” for any years during which the Holder has owned this Debenture, the Company will promptly notify the Holder of its determination.

(2) PAYMENTS

(a) The Company shall have the right, but not the obligation, to redeem (“Optional Redemption”) in cash a portion or all amounts outstanding under this Debenture at the Redemption Amount (as defined below) as described in this Section 2(a); provided, that (a) the Company provides the Holder with at least: (i) in the case of an Optional Redemption pursuant to clause (x) of the definition of “Closing Price Trigger,” 30 Trading Days’ prior written notice, or (ii) in the case of an Optional Redemption pursuant to clause (y) of the definition of “Closing Price Trigger,” 5 Trading Days’ prior written notice, of its desire to exercise an Optional Redemption (each, a “Redemption Notice”), (b) such Redemption Notice sets forth a redemption date for consummating the Optional Redemption (the “Redemption Date”) that is scheduled to be a New York Business Day that occurs on or after the first anniversary date of the Issuance Date, (c) in the case of an Optional Redemption pursuant to clause (x) of the definition of “Closing Price Trigger,” the Equity Conditions are satisfied on each Trading Day during the period commencing on the date the Redemption Notice is delivered to the Holder and ending on and including the date upon which the Redemption Amount is delivered to the Holder (the “Redemption Equity Condition Period”), (d) the Closing Price Trigger is satisfied as of the date the Redemption Notice is delivered to the Holder and (e) the Company must have, on or prior to 8:30 a.m., New York City time, on the Trading Day on which such Redemption Notice is delivered, publicly disclosed any material, non-public information regarding the Company (including the fact that the Company is effecting an Optional Redemption) on a Form 6-K or otherwise. Each Redemption Notice shall be irrevocable and shall (x) specify the outstanding Principal balance of this Debenture to be redeemed and the Redemption Amount and (y) in the case of an Optional Redemption pursuant to clause (x) of the definition of “Closing Price Trigger,” certify that the Equity Conditions are satisfied as of the date of such Redemption Notice. The “Redemption Amount” shall be, (x) in the case of an Optional Redemption pursuant to clause (x) of the definition of “Closing Price Trigger”, an amount equal to the outstanding Principal balance being redeemed by the Company, plus all accrued and unpaid Interest in respect of such Principal balance to, but not including, such Redemption Date, plus the Payment Premium in respect of such Principal balance and accrued and unpaid Interest and (y) in the case of an Optional Redemption pursuant to clause (y) of the definition of “Closing Price Trigger”, an amount equal to the sum of (A) the product of (x) the outstanding Principal balance

being redeemed by the Company multiplied by (y) 108% plus (B) the Payment Premium with respect to all accrued and unpaid Interest in respect of such Principal balance to, but not including, such Redemption Date. After receipt of a Redemption Notice, the Holder shall have the right to elect to convert all or any portion of the outstanding Principal balance being redeemed by the Company (and accrued and unpaid Interest thereon) in accordance with Section (4) until the New York Close of Business on the New York Business Day immediately preceding the applicable Redemption Date. Provided that the Equity Conditions are satisfied (solely in the case of an Optional Redemption pursuant to clause (x) of the definition of “Closing Price Trigger”) and the Company is not in possession of material non-public information, on the Redemption Date, the Company shall (x) deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed to the extent not converted in accordance with the immediately preceding sentence and Section (4) and (y) in the case of an Optional Redemption pursuant to clause (x) of the definition of “Closing Price Trigger,” certify in writing that the Equity Conditions have continued to have been satisfied on each Trading Day during the Redemption Equity Conditions Period and that the Company is not in possession of material non-public information. Any Optional Redemption in respect of less than all of the Principal outstanding under all the Debentures shall be applied ratably across all outstanding Debentures, including this Debenture. Notwithstanding the foregoing, this Section 2(a) will cease to have any force and effect if an Event of Default or Default has occurred hereunder, and is continuing.

(b) On the Specified Repurchase Date, the Holder shall have right, at the Holder’s option, to require the Company to repurchase for cash all of or any portion of the Principal of this Debenture at a repurchase price equal to the outstanding Principal balance to be so repurchased, plus all accrued and unpaid interest hereunder as of the Specified Repurchase Date. In order to exercise such right, the Holder must provide the Company notice of such exercise no later than the New York Close of Business on the fifth (5th) New York Business Day immediately preceding the Specified Repurchase Date.

(c) If a Fundamental Change occurs at any time, the Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all or any portion of the Principal of this Debenture on the New York Business Day notified in writing (the “Fundamental Change Repurchase Date”) by the Holder that is not more than twenty (20) Business Days after the later of (x) the date that the Company delivers to the Holder the Fundamental Change Company Notice (as defined below) and (y) the effective date of such Fundamental Change at a repurchase price equal to the outstanding Principal balance to be so repurchased, plus all accrued and unpaid interest hereunder as of the Fundamental Change Repurchase Date, plus the Payment Premium in respect of such Principal balance and accrued and unpaid Interest. In order to exercise such right, the Holder must provide the Company notice of such exercise no later than the New York Close of Business on the New York Business Day immediately preceding the Fundamental Change Repurchase Date. The Company shall provide notice of the occurrence of a Fundamental Change no later than the fifth (5th) New York Business Day after the occurrence of such Fundamental Change (the “Fundamental Change Company Notice”).

(d) Other than as specifically set forth in clause (a) above, the Company shall not have the right to make any early repayments, redemptions or repurchases without the consent or at the request of the Holder.

(3) EVENTS OF DEFAULT

(a) An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i) The Company’s or any Guarantor’s failure (x) to pay to the Holder any amount of Principal after such payment is due, or any Redemption Amount, Payment Premium, Additional Amount, amount due pursuant to Section 4(b)(ii) or other amounts when and as due under this Debenture (other than Interest) or any other Transaction Document or (y) to pay to the Holder Interest or Additional Interest when and as due under this Debenture and such failure pursuant to this clause (y) continues for a period of two (2) Business Days (for the avoidance of doubt, the Event of Default set forth in this Section 3(a)(i) shall be immediate and not subject to cure);

(ii) (A) The Company, any Guarantor or any Significant Subsidiary of the Company shall commence, or there shall be commenced against the Company, any Guarantor or any Significant Subsidiary of the Company, any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company, any Guarantor or any Significant Subsidiary of the Company commences, or there shall be commenced against the Company, any Guarantor or any Significant Subsidiary of the Company, any other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, liquidation or similar law of any jurisdiction whether now or hereafter in effect, which remains undismissed for a period of sixty one (61) days, including for the avoidance of doubt, as applicable, certain French law proceedings affecting creditors, including conciliation proceedings (mandat ad hoc or procédure de conciliation), safeguard proceedings (procédure de sauvegarde), accelerated safeguard (sauvegarde accélérée) and judicial reorganization or liquidation proceedings (redressement or liquidation judiciaire)); (B) the Company, any Guarantor or any Significant Subsidiary of the Company is adjudicated insolvent or bankrupt; (C) any order of relief or other order approving any such case or proceeding is entered; (D) the Company, any Guarantor or any Significant Subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; (E) the Company, any Guarantor or any Significant Subsidiary of the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; (F) the Company, any Guarantor or any Significant Subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (G) the Company, any Guarantor or any Significant Subsidiary of the Company shall call a meeting of its creditors with a view to restructuring its debts; or (H) the Company, any Guarantor or any Significant Subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing;

(iii) The Company or any Significant Subsidiary of the Company shall default in any of its obligations under any note, debenture, or any mortgage, credit agreement or other

facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any Significant Subsidiary of the Company in an amount exceeding $5,000,000, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to its stated maturity (for the avoidance of doubt, the Event of Default set forth in this Section 3(a)(iii) shall be immediate and not subject to cure);

(iv) A final judgment or judgments for the payment of money aggregating in excess of $5,000,000 are rendered against the Company and/or any of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $5,000,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider to the effect that such judgment is covered by insurance or an indemnity and the applicable insurance or indemnity coverage has not been denied;

(v) (A) Any failure to timely deliver an Event of Default Notice or a Fundamental Change Company Notice required pursuant to the Transaction Documents, or (B) any delivery of an Event of Default Notice, Fundamental Change Company Notice, or any other required notice or certification required pursuant to the Transaction Documents (including, for the avoidance of doubt, a required certification that the Equity Conditions have been satisfied or as to whether any Event of Default has occurred), in each case, that is materially false or inaccurate;

(vi) The suspension from trading or failure of the ADSs to be trading or listed on the Company’s Principal Market (measured in terms of trading volume for its ADSs) on which the ADSs are traded for a period of five (5) consecutive Trading Days;

(vii) The Company’s (A) failure to deliver the required number of ADSs to the Holder within one (1) Trading Day after the applicable ADS Delivery Date or Interest Payment Date (as applicable) or (B) notice, written or oral, to any Holder, including by way of public announcement, at any time, of its intention not to comply with a request for conversion of any Debenture into ADS that tendered for conversion in accordance with the provisions of the Debenture, other than pursuant to Section (4)(c) (for the avoidance of doubt, the Event of Default set forth in this Section 3(a)(vii) shall be immediate and not subject to cure);

(viii) [Reserved];

(ix) The Company’s failure to timely file with the Commission any Periodic Report that would cause the Company to lose its eligibility to register securities on Form F-3, on or before the due date of such filing as established by the Commission, it being understood, for the avoidance of doubt, that such due date includes any permitted filing deadline extension under Rule 12b-25 under the Exchange Act;

(x) Any representation or warranty made or deemed to be made by or on behalf of the Company or any Guarantor in or in connection with any Transaction Document, or any waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Transaction Document, shall prove to have been incorrect in any material respect when made or deemed made;

(xi) (A) Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, ceases to be in full force and effect; (B) the Company or any Guarantor contests in writing the validity or enforceability of any provision of any Transaction Document; or (C) the Company or any Guarantor denies in writing that it has any or further liability or obligation under any Transaction Document, or purports in writing to revoke, terminate (other than in line with the relevant termination provisions) or rescind any Transaction Document;

(xii) The Company uses the net proceeds of the issuance of this Debenture, whether directly or indirectly, for any purpose other than the purchase of Bitcoin as required under Section 4(b) of the Purchase Agreement; provided, such restriction on the use of proceeds shall not apply in respect of any Bitcoin that is released in accordance with Section 19(f);

(xiii) Any breach of a material term set forth in (A) any other debenture, note, or instrument held by the Holder in the Company or (B) any written agreement between or among the Company and the Holder, in each case, beyond all applicable notice and cure periods set forth therein;

(xiv) (A) The Registration Statement (as defined in the Registration Rights Agreement) shall not have been filed, declared effective or remained in effect, in each case, as required by the Registration Rights Agreement; or (B) the Company fails to remove any restrictive legend on any certificate or any ADSs issued to the Holder pursuant to the Debenture or any Pre-Funded Warrants acquired by the Holder under the Purchase Agreement (including this Debenture) as and when required by the Debenture or the Purchase Agreement, unless otherwise then prohibited by applicable federal securities laws and such failure continues for more than five (5) Trading Days (for the avoidance of doubt, the Event of Default set forth in this Section 3(a)(xiv)(B) shall be immediate following such five (5) Trading Day period and not subject to cure);

(xv) Any material provision of any Security Document shall at any time for any reason (other than pursuant to the express terms thereof or (other than action or inaction on the part of the Holder, the Collateral Agent or any of their respective agents)) cease to be valid and binding on or enforceable against the Company or any Guarantor, or the validity or enforceability thereof shall be contested by any party thereto or any other Person, or a proceeding shall be commenced by the Company, any Guarantor or any Subsidiary or any Governmental Entity having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company, any Guarantor or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under any Security Document;

(xvi) Any Security Document shall for any reason fail or cease to create a valid and perfected and first priority Lien (as defined in the Guaranty and Security Agreement) in the

applicable Collateral (as defined in the Guaranty and Security Agreement) in favor of the Collateral Agent for the benefit of the Holder of this Debenture and the holders of the Other Debentures;

(xvii) The Company or any Guarantor shall fail to observe or perform any covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of (x) this Debenture (except as may be covered by Section (3)(a)(i) through (3)(a)(xvi) hereof and Section (3)(a)(xviii) hereof) other than Section 19 hereof (other than (x) the obligation to pay Additional Interest pursuant to Section 19(h), which shall be covered by Section 3(a)(i) hereof, (y) the obligation to issue Interest ADSs on the applicable Interest Payment Date pursuant to Section 19(h), which shall be covered by Section 3(a)(vii) hereof and (z) the obligation to deposit the Shortfall Amount into the Cash Collateral Account or otherwise deliver an Additional Interest Election Notice to the Holder pursuant to Section 19(c), which shall be covered by Section 3(a)(xviii) hereof) or any other Transaction Document (other than any Security Document) which is not cured or remedied within the time prescribed or if no time is prescribed either: (1) within five (5) Business Days after the earlier to occur of the Company becoming aware of such failure or of the Company receiving written notice thereof from a Holder, or (2) provided that such failure is curable or otherwise capable of remedy and on or before the fifth (5th) Business Day after the earlier to occur of the Company becoming aware of such failure or of the Company receiving written notice thereof from a Holder the Company or any Guarantor has commenced commercially reasonable efforts to effect such cure or remedy and is at all times thereafter continuing such commercially reasonable efforts to effect such cure or remedy, within twenty (20) Business Days after the earlier to occur of the Company becoming aware of such failure or of the Company receiving written notice thereof from a Holder or (y) Section 19 of this Debenture (other than (x) the obligation to pay Additional Interest pursuant to Section 19(h), which shall be covered by Section 3(a)(i) hereof, (y) the obligation to issue Interest ADSs on the applicable Interest Payment Date pursuant to Section 19(h), which shall be covered by Section 3(a)(vii) hereof and (z) the obligation to deposit the Shortfall Amount into the Cash Collateral Account or otherwise deliver an Additional Interest Election Notice to the Holder pursuant to Section 19(c), which shall be covered by Section 3(a)(xviii) hereof) or any Security Document which is not cured or remedied within the time prescribed or if not subject to cure, immediately upon such breach, default or any failure to observe or perform any covenant, agreement or warranty contained in Section 19 of this Debenture (other than (x) the obligation to pay Additional Interest pursuant to Section 19(h), which shall be covered by Section 3(a)(i) hereof, (y) the obligation to issue Interest ADSs on the applicable Interest Payment Date pursuant to Section 19(h), which shall be covered by Section 3(a)(vii) hereof and (z) the obligation to deposit the Shortfall Amount into the Cash Collateral Account or otherwise deliver an Additional Interest Election Notice to the Holder pursuant to Section 19(c), which shall be covered by Section 3(a)(xviii) hereof) or any Security Document; and

(xviii) On or prior to the Make-Whole Date, the Company shall have failed to deposit any required Shortfall Amount into the Cash Collateral Account or otherwise deliver an Additional Interest Election Notice with respect to such Shortfall Amount to the Holder (for the avoidance of doubt, the Event of Default set forth in this Section 3(a)(xviii) shall be immediate and not subject to cure).

(b) Promptly, but in no event later two (2) Business Day after the Company becomes aware of an Event of Default, the Company will provide written notice of such Event of Default to the Holder (an “Event of Default Notice”), which Event of Default Notice shall include (i) a reasonable description of the applicable Event of Default, (ii) the date on which the Event of Default occurred and (iii) the date on which the Default underlying such Event of Default initially occurred, if different than the date on which the Event of Default occurred. During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred and is continuing (other than an event with respect to the Company described in Section (3)(a)(ii)), the Holder, by notice to the Company, may declare this Debenture (or any portion thereof) to become due and payable on the Business Day immediately following the date of such notice (the “Event of Default Acceleration Date”) for cash in an amount equal to the Event of Default Acceleration Amount (at which point the underlying Event of Default may not be cured); provided that, in the case of any event with respect to the Company described in Section (3)(a)(ii), the full unpaid Principal amount of this Debenture, together with accrued and unpaid interest and other amounts owing in respect thereof and other Obligations accrued hereunder and under the other Transaction Documents, to the date of acceleration, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation) to convert, at the Conversion Price, on one or more occasions all or part of the Conversion Amount in accordance with Section (4) and subject to the limitations in Section (4)(c) at any time after (x) an Event of Default has occurred and is continuing; provided that, upon receipt of a Conversion Notice arising after the occurrence and during the continuance of an Event of Default, the underlying Event of Default may not be cured, or (y) the Maturity Date; provided that this Debenture remains outstanding, at the Conversion Price. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by the Holder in writing at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

(4) CONVERSION OF DEBENTURE. This Debenture shall be convertible into Ordinary Shares deposited for the delivery of ADSs, on the terms and conditions set forth in this Section (4).

(a) Conversion Right. Subject to the limitations of Section (4)(c), at any time or times on or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable Ordinary Shares deposited for the delivery of ADSs in accordance with Section (4)(b), at the Conversion Price (as defined below). The number of Ordinary Shares deposited for the delivery of ADSs issuable upon conversion of any Conversion Amount pursuant to this Section (4)(a) shall be equal to the quotient of (x) such Conversion Amount and (y) the Conversion Price. The Company shall not issue any fraction of an ADSs upon any conversion. All calculations under this Section (4) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of an ADS, the Company shall round such fraction of an ADS up to the nearest whole ADS. The Company shall pay and indemnify the Holder for any and all transfer, stamp and similar taxes, including the French financial transaction tax provided for by Article 235 ter ZD of the French Tax Code, that may be

paid or payable with respect to the issuance of Ordinary Shares and delivery of ADSs upon conversion of any Conversion Amount.

(b) Mechanics of Conversion.

(i) Optional Conversion. To convert any Conversion Amount into Ordinary Shares for the delivery of ADSs on any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 6:00 p.m., New York time, on such date (the “Conversion Notice Date”), a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). If (x) the Conversion Notice is delivered to the Company at or before 10:00 a.m., New York City time, then on or before the first (1st) Trading Day that is also a Paris Business Day (or if the Conversion Notice Date is not a Paris Business Day, the first (1st) Trading Day following the next Paris Business Day) following the date of receipt of such Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such ADSs issuable pursuant to such Conversion Notice), the Company shall or (y) the Conversion Notice is delivered to the Company after 10:00 a.m., New York City time, then the Company shall use commercially reasonably efforts to, on or before the first (1st) Trading Day following receipt of such Conversion Notice (but in no event later than the second (2nd) Trading Date) (such date in the case of (x) or (y), the “ADS Delivery Date”) (X) if legends are not required to be placed on certificates or the book-entry position of the ADS and provided that the Company’s transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of ADSs to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be placed on certificates or book-entry positions of the ADSs, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of ADSs to which the Holder shall be entitled. If this Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the Holder a new Debenture representing the outstanding Principal not converted.

(ii) Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable ADS Delivery Date (in the case of ADSs to be delivered pursuant to Section 4(b)(i)) or Interest Payment Date (in the case of any Interest ADSs to be delivered pursuant to Section 19(h)) to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of ADSs (the “Undelivered ADSs”) to which the Holder is entitled pursuant to Section 4(b)(i) or Section 19(h), as applicable (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open

market transaction or otherwise) ADSs to deliver in satisfaction of a sale by the Holder of ADSs issuable pursuant to Section 4(b)(i) or Section 19(h) (as applicable) that the Holder anticipated receiving from the Company (a “Buy-In”), then, without limiting the Holder’s right to pursue any other remedy available to it (whether hereunder, under applicable law or otherwise), the Holder will have the right, exercisable by notice to the Company, to cause the Company to either (x) pay, on or before the third (3rd) Business Day after the date such notice is delivered, cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable and documented brokerage commissions and other reasonable and documented out of pocket expenses, if any) for the ADSs so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such ADSs) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such ADSs and pay cash to the Holder in an amount equal to the excess (if any) of the Buy- In Price over the product of (A) such number of ADSs multiplied by (B) the Closing Price of the ADSs on the Conversion Date or Interest Payment Date (as applicable). In addition to the foregoing, if the Company fails for any reason to deliver ADSs to the Holder by the applicable ADS Delivery Date or Interest Payment Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each one thousand dollars ($1,000) of Undelivered ADSs (based on the VWAP on the applicable ADS Delivery Date or Interest Payment Date), ten dollars ($10) per Trading Day (increasing to twenty dollars ($20) per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after the ADS Delivery Date or Interest Payment Date (as applicable) until the cash amount set forth in in this Section 4(b)(ii) is paid to the Holder or the ADSs are delivered to the Holder pursuant to this Section 4(b)(ii).

(iii) Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion, redemption or repurchase of any portion of this Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount represented by this Debenture is being converted, redeemed or repurchased or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder and the Company shall maintain records showing the Principal and Interest converted, redeemed and repurchased and the dates of such conversions, redemptions and repurchases or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon any partial conversion, redemption or repurchase.

(i) Beneficial Ownership. The Holder shall not have the right to convert any portion of this Debenture, and the Company shall not effect the conversion of any portion of this Debenture or otherwise issue ADSs pursuant to this Debenture, and any such conversion or issuance shall be null and avoid and treated as if never made (other than as set forth in this Section 4(c)(i)), to the extent that after giving effect to such conversion, the Holder, together with the other Attribution Parties, collectively would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of ADSs outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Cap”). For purposes of this Debenture, in determining the number of

outstanding ADSs the Holder may acquire in connection with this Debenture without exceeding the Beneficial Ownership Cap, the Holder may rely on the number of outstanding ADSs as reflected in (x) the Company's most recent Periodic Reports, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Company’s transfer agent setting forth the number of ADSs outstanding (the “Reported Outstanding ADS Number”). If the Company receives a notice from the Holder related to the conversion of this Debenture or any issuance of ADSs in connection with this Debenture at a time when the actual number of outstanding ADSs is less than the Reported Outstanding ADS Number, the Company shall promptly notify the Holder in writing of the number of ADSs then outstanding and, to the extent that such conversion or issuance of ADSs would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 4(c)(i), to exceed the Beneficial Ownership Cap, the Holder must notify the Company of a reduced number of ADSs to be issued pursuant to such notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Trading Days confirm in writing or by electronic mail to the Holder the number of ADSs then outstanding. In any case, the number of outstanding ADSs shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding ADS Number was reported. In the event that the issuance of ADSs to the Holder upon conversion of, or otherwise pursuant to, this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Cap of the number of outstanding ADSs (as determined under Section 13(d) of the Exchange Act), the Holder shall have the right to convert any such portion of this Debenture to the extent it agrees to receive Pre-Funded Warrants (as defined in the Purchase Agreement) exercisable for such number of ADSs that would otherwise have caused such Holder (together with any affiliate thereof) to beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) ADSs in excess of the Beneficial Ownership Cap. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Cap to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Beneficial Ownership Cap will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the ADSs issuable pursuant to the terms of this Debenture in excess of the Beneficial Ownership Cap shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Debenture or receive ADSs pursuant to this Debenture pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(c)(i) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(c)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Debenture.

(ii) Notwithstanding anything to the contrary contained in this Debenture or in any other Transaction Document, (x) the Company shall not have the right to convert this Debenture and (y) there shall be no other limitations, including with respect to timing or amount, on conversions of this Debenture.

(d) Other Provisions

(i) All calculations under this Section (4) shall be rounded to the nearest $0.0001 or whole ADS.

(ii) The Company covenants that it will at all times keep available for issuance, out of its authorized and unissued Ordinary Shares and ADSs, such number of Ordinary Shares and ADSs not less than the maximum number of ADSs (or Ordinary Shares represented by such ADSs) issuable upon conversion of this Debenture (assuming for purposes hereof that (x) this Debenture is convertible at the Conversion Price as of the date of determination and (y) any such conversion shall not take into account any limitations on the conversion of the Debenture set forth herein or therein (the “Required Reserve Amount”), provided that at no time shall the number of Ordinary Shares or ADSs reserved pursuant to this Section (4)(d)(ii) be reduced other than proportionally with respect to all Ordinary Shares and ADSs in connection with any conversion (other than pursuant to the conversion of this Debenture in accordance with its terms) and/or cancellation of this Debenture, or a reverse share split undertaken by the Company. If at any time the number of Ordinary Shares or ADSs reserved pursuant to this Section (4)(d)(ii) becomes less than the Required Reserve Amount, the Company will promptly take all corporate action necessary to promptly propose at a meeting of its shareholders an increase of its authorized share capital necessary to meet the Company’s obligations pursuant to this Debenture, and the Company’s Board of Directors will recommend that the Company’s shareholders vote in favor of such increase. The Company covenants that, upon issuance in accordance with conversion of this Debenture in accordance with its terms, the Ordinary Shares and ADSs, when issued, will be validly issued, fully paid and nonassessable.

(iii) Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section (3) herein for the Company’s failure to deliver ADSs upon conversion in the manner and within the time period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

(iv) The Company is obligated, upon reasonable notice, to use its commercially reasonable efforts to cause its legal counsel to deliver legal opinions to the Company’s transfer agent in connection with any legend removal upon the expiration of any holding period or other requirement for which the Underlying ADSs may bear legends restricting the transfer thereof; provided, however, that such Holder has delivered such reasonably requested representations to such transfer agent, the Company and the Company’s legal counsel in connection with the request for such opinion. To the extent such opinions are not provided (either timely or at all other than

because of an action or inaction of Holder, including the reasonably requested representations of Holder), then, in addition to being an Event of Default in accordance with Section (3)(a)(xv), the Company agrees to reimburse the Holder for all reasonable and documented costs incurred by the Holder in connection with any legal opinions paid for by the Holder in connection with sale or transfer of Underlying ADSs. To the extent such opinions are not provided (either timely or at all), the Holder shall notify the Company of any such costs and expenses it incurs that are referred to in this section from time to time and all reasonable amounts owed hereunder shall be paid by the Company with reasonable promptness.

(v) The Company hereby expressly acknowledges and agrees that (i) the Purchase Agreement and all Transaction Documents to which it is a party are ratified and confirmed and shall remain in full force and effect, (ii) it has no set off, counterclaim, defense or other claim or dispute with respect to any Transaction Document, (iii) notwithstanding anything to the contrary in any Transaction Document, the term “Obligations” as used and defined in the Guaranty and Security Agreement and any Security Document shall include all Obligations under this Agreement and the other Transaction Documents, and (iv) all Obligations under this Debenture are duly secured by the Security Documents.

(vi) The Company shall undertake to maintain, as long as the Debenture is outstanding and remains convertible into ADSs, the effectiveness of a registration statement on Form F-6 relating to the ADSs and an adequate number of ADSs available for issuance thereunder such that ADSs can be delivered in accordance with the terms of this Debenture, and the Deposit Agreement or the Restricted Issuance Agreement, as applicable, upon conversion of this Debenture.

(vii) The person in whose name any ADSs is issuable pursuant to this Debenture will be deemed to become the holder of record of such shares as of the delivery of the Conversion Notice to the Company, conferring, as of such time, upon such person, without limitation, all voting and other rights appurtenant to such shares; provided, that the Holder shall be deemed to have waived any voting rights of any such ADSs issued to the Holder that may arise during the period commencing on such Conversion Date, through, and including, such applicable ADS Delivery Date, as necessary, such that the aggregate voting rights of any ADSs (including such ADSs issued to the Holder) beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such record date shall not exceed the Beneficial Ownership Cap as a result of any such conversion of this Debenture.

(5) ADJUSTMENTS TO CONVERSION PRICE

(a) Adjustment of Conversion Price. As of the date of this Debenture, each ADS represents ten (10) Ordinary Shares of the Company. If the number of Ordinary Shares represented by the ADSs is changed for any reason other than one or more of the events described in Section (5)(b), the Company will make an appropriate adjustment to the Conversion Price to give effect to such change while preserving the Holder’s economics (for example, if each ADS is changed from representing ten (10) Ordinary Shares to representing twenty (20) Ordinary Shares for any reason other than one or more of the events described in Section (5)(b), the adjusted

Conversion Price would be the Conversion Price immediately prior to such adjustment divided by two).

Notwithstanding the adjustment provisions described below, if the Company distributes to holders of the Ordinary Shares any cash, rights, options, warrants, shares of capital stock or similar equity interest, evidences of indebtedness or other assets or property of the Company (but excluding Expiring Rights) and a corresponding distribution is not made to holders of the ADSs, but, instead, the ADSs will represent, in addition to the Ordinary Shares, such cash, rights, options, warrants, shares of capital stock or similar equity interest, evidences of indebtedness or other assets or property of the Company, then a Conversion Price adjustment described below shall not be made until and unless a corresponding distribution (if any) is made to holders of the ADSs, and such Conversion Price adjustment shall be based on the distribution made to the holders of the ADSs and not on the distribution made to the holders of the Ordinary Shares; provided that in the case of one or more partial distributions (with the ADSs continuing to represent, in addition to Ordinary Shares, any such cash, rights, options, warrants, shares of capital stock or similar equity interest, evidences of indebtedness or other assets or property of the Company that have not been distributed), the Company will make appropriate interim adjustments to account for such distributions consistent with the Conversion Price adjustments described below based on the distributions made to the holders of the ADSs.

The Company shall not, and is not permitted by current applicable law to, distribute to holders of the ADSs any cash, rights, options, warrants, shares of capital stock or similar equity interest, evidences of indebtedness or other assets or property of the Company unless a corresponding distribution is made to holders of the Ordinary Shares.

(b) For any particular event or transaction that would result in a Conversion Price adjustment under this Section (5)(b), the Company will first adjust the Conversion Price based on the Conversion Price adjustment under Sections (5)(b)(i) through (5)(b)(vii) (the “Mandatory French Law Conversion Price Adjustment”). After making the Mandatory French Law Conversion Price Adjustment to the Conversion Price, the Company will also calculate the Conversion Price adjustment for the same transaction or event under Section (5)(b)(viii) (assuming for such purpose that the Mandatory French Law Conversion Price Adjustment has not yet been made) (the “U.S. Conversion Price Adjustment”). The Company will then increase the Conversion Price as adjusted by the Mandatory French Law Conversion Price Adjustment by an amount equal to the U.S. Conversion Price Adjustment minus the Mandatory French Law Conversion Price Adjustment, but only if such amount is a positive number. The Company will make these calculations in good faith and, absent manifest error, the Company’s determinations as to which Conversion Price adjustment shall apply and any Conversion Price adjustment calculations associated therewith will be final and binding on the Holder. In the event that the Company becomes organized under the laws of a jurisdiction other than the French Republic, the Company will provide for anti-dilution and other adjustments that it in good faith determines are as nearly equivalent as possible to the adjustments described in this Section (5)(b). For purposes of the adjustment provisions described below in this Section (5)(b), the number of outstanding Ordinary Shares (for purposes of determining the outstanding ordinary share capital and whether dividends or distributions are made to all of the holders of the Ordinary Shares) shall not include Ordinary Shares held in the treasury of the Company (directly or in the form of ADSs) so long as the Company does not pay any dividend or make any distribution on Ordinary Shares held in the

treasury of the Company (directly or in the form of ADSs). In the event of any adjustments described below under Section (5)(b), the new Conversion Price will be calculated to four decimal places by rounding to the nearest ten-thousandth (with 0.00005 being rounded upwards to the nearest ten-thousandth, i.e., 0.0001). Any subsequent adjustments will be carried out on the basis of such newly calculated and rounded Conversion Price.

(i) In accordance with the provisions of Article L. 228-98 of the French Commercial Code, in the event of a reduction of the Company’s Ordinary Share capital resulting from losses and realized through a shareholder approved decrease of the number of the Company’s outstanding Ordinary Shares (a “Share Reduction”), the Conversion Price will be adjusted based on the following formula:

CP'

CP0

OS0

OS'

where,

CP0 = the Conversion Price in effect immediately prior to the Paris Open of Business on the Effective Date of the Share Reduction;

CP’ = the Conversion Price in effect immediately after the Paris Open of Business on such Effective Date of the Share Reduction;

OS’ = the number of Ordinary Shares comprising the Company’s Ordinary Share capital immediately after the Effective Date of the Share Reduction; and

OS0 = the number of Ordinary Shares comprising the Company’s Ordinary Share capital immediately before the Effective Date of the Share Reduction.

The terms and concepts described above are as understood under Article L. 228-98 of the French Commercial Code.

Pursuant to French law, any reduction in the Company’s Ordinary Share capital requires shareholder approval at an extraordinary general shareholders’ meeting following the recommendation of the Company’s board of directors. The Ordinary Share capital may be reduced either by decreasing the nominal value of the outstanding Ordinary Shares or by reducing the number of outstanding Ordinary Shares. Pursuant to French law, holders of each class of shares of the Company’s Ordinary Share capital must be treated equally.

For the avoidance of doubt, in accordance with the provisions of Article L. 228-98 of the French Commercial Code, in the event of a reduction of the Company’s Ordinary Share capital resulting from losses and realized through a decrease in the nominal value (instead of a Share Reduction), if Holder converts this Debenture it will receive ADSs reflecting such decrease in nominal value rather than the Conversion Price adjustment described above.

(ii) In the event the Company issues to all of the holders of Ordinary Shares preferential subscription rights (as described below), the Conversion Price will be adjusted based on the following formula:

CP'

CP0

OS'

OS' + FMV

where,

CP0 = the Conversion Price in effect immediately prior to the Paris Close of Business on the last Trading Day of the subscription period for the preferential subscription rights (the “Subscription Period”);

CP’ = the Conversion Price in effect immediately after the Paris Close of Business on the last Trading Day of such Subscription Period;

OS’ = the Value of the Ordinary Shares Ex-Right; and

FMV = the Value of the Preferential Subscription Right.

According to French law, if the Company issues additional Ordinary Shares or securities giving access to its ordinary share capital for cash or a set-off of cash debts, then-current holders of the Ordinary Shares will have preferential subscription rights to these securities on a pro rata basis. Preferential subscription rights entitle the individual or entity that holds them to subscribe pro rata based on the number of Ordinary Shares held by them to the issuance of any securities increasing, or that may result in an increase of, the Company’s Ordinary Share capital by means of a cash payment or a set-off of cash debts. The preferential subscription rights are transferable during the Subscription Period relating to a particular offering.

The preferential subscription rights with respect to any particular offering may be waived at an extraordinary general meeting by a two-thirds vote of the Company’s shareholders or individually by each shareholder.

To the extent required pursuant to Article L. 228-99 and Article R. 228-92 of the French Commercial Code, if the Company decides to issue, in any form whatsoever, new shares or securities giving access to the Company’s Ordinary Share capital with preferential subscription rights reserved for the Company’s shareholders, the Company will provide at least 14 calendar days’ prior written notice to the Holder.

(iii) In the event that the Company makes a “distribution for no consideration of Ordinary shares” to all of the holders of Ordinary Shares (as such terms are understood under Article R. 228-91(2°) of the French Commercial Code), or if the Company effects a share split or reverse share split, the Conversion Price will be adjusted based on the following formula:

CP'

CP0

OS0

OS'

where,

CP0 = the Conversion Price in effect immediately prior to the Paris Close of Business on the Record Date of such dividend or distribution, or immediately prior to the Paris Open of Business on the Effective Date of such share split or reverse share split, as applicable;

CP’ = the Conversion Price in effect immediately after the Paris Close of Business on the Record Date of such distribution, or immediately after the Paris Open of Business on the Effective Date of such share split or reverse share split, as applicable;

OS’ = the number of Ordinary Shares comprising the Ordinary Share capital immediately after the Paris Close of Business on the Record Date of such dividend or distribution or after the Paris Open of Business on the Effective Date of such share split or reverse share split, as applicable; and

OS0 = the number of Ordinary Shares comprising the Ordinary Share capital immediately prior to the Paris Close of Business on the Record Date of such dividend or distribution or immediately prior to the Paris Open of Business on the Effective Date of such share split or reverse share split, as applicable.

(iv) In the event of a distribution of reserves or premiums (as such terms are understood under Article R. 228-91(3°) of the French Commercial Code) in cash or other assets (other than Ordinary Shares) to all of the holders of the Ordinary Shares, the Conversion Price will be adjusted based on the following formula:

CP'

CP0

OS' – C

OS'

where,

CP0 = the Conversion Price in effect immediately prior to the Paris Open of Business on the Ex-Dividend Date for such distribution;

CP’ = the Conversion Price in effect immediately after the Paris Open of Business on the Ex-Dividend Date for such distribution;

OS’ = the Value of the Ordinary Share immediately prior to the Paris Close of Business on the Date of such Distribution; and

C = the cash amount distributed per Ordinary Share or, if the distribution consists of assets other than cash, the Value of the Securities or Assets Distributed per Ordinary Share.

For the avoidance of doubt, in the event of a capital increase by incorporation of reserves or premiums (as such terms are understood under Article R. 228-91(3°) of the French Commercial Code) achieved by increasing the nominal value of the Ordinary Shares instead of a distribution of such reserves or premiums, the nominal value of the Ordinary Shares underlying ADS delivered to the Holder of this Debenture upon conversion thereof will be increased accordingly and no adjustment to the Conversion Price will be made in respect thereof.

(v) Other than pursuant to a Share Reduction that results in an adjustment described in Section (5)(b)(i), in the event that the Company purchases, or any of the Company’s Subsidiaries purchase, any of the Ordinary Shares (directly or in the form of ADS) at a price per Ordinary Share in cash and/or other consideration (the fair market value of which other consideration is reasonably determined by the Company or, at the Company’s option, an Independent Expert) that is higher than the Ordinary Share Market Price, the Conversion Price will be adjusted by the Company based on the following formula

CP'

CP0

OS' – (PC% x RP)

OS' x (1 – PC%)

where,

CP0 = the Conversion Price in effect immediately prior to the Paris Close of Business on the date such Ordinary Shares (directly or in the form of ADS) are repurchased (the “Ordinary Share Repurchase Date”);

CR’ = the Conversion Price in effect immediately after the Paris Close of Business on the Ordinary Share Repurchase Date;

OS’ = the arithmetic average of the VWAP (divided by the number of Ordinary Shares then represented by one ADS) for each of the three Trading Days immediately preceding the Ordinary Share Repurchase Date;

PC% = means the percentage of the Company’s outstanding Ordinary Share capital (directly or in the form of ADS) repurchased, expressed as a decimal rounded to the nearest hundredth (with 0.005 being rounded upwards to the nearest hundredth, i.e., 0.01); and

RP = the actual price (consisting of cash and/or other consideration (the fair market value of which other consideration is reasonably determined by the Company or, at the Company’s option, an Independent Expert)) at which the Ordinary Shares are repurchased on a per share basis.

(vi) In the event of a redemption (amortissement) (as such term is understood under Article R. 228-91(5°) of the French Commercial Code) of the Company's Ordinary Share capital, the Conversion Price will be adjusted based on the following formula:

CP'

CP0

OS' – RP

OS'

where,

CP0 = the Conversion Price in effect immediately prior to the Paris Close of Business on the Trading Day immediately preceding the Ex-Redemption Date;

CR’ = the Conversion Price in effect immediately after the Paris Close of Business on the Trading Day immediately preceding the Ex-Redemption Date;

OS’ = the arithmetic average of the VWAP (divided by the number of Ordinary Shares then represented by one ADS) for each of the three Trading Days immediately preceding the Ex-Redemption Date; and

RP = the amount of redemption (amortissement) per Ordinary Share.

A “redemption (amortissement)” is a reimbursement to the shareholders of all or part of the nominal value of the Ordinary Shares but without triggering any Ordinary Share capital decrease.

(vii) (1) In the event of a “modification” by the Company of the “distribution of profits” of the Company (modification de la répartition des bénéfices) (as such terms are understood under Article R. 228-91(4°) of the French Commercial Code), the Conversion Price will be adjusted based on the following formula:

CP'

CP0

OS' – C

OS'

where,

CP0 = the Conversion Price in effect immediately prior to the Paris Close of Business on the Effective Date of such modification by the Company of the distribution of its profits;

CP’ = the Conversion Price in effect immediately after the Paris Close of Business on the Effective Date of such modification by the Company of the distribution of its profits;

OS’ = the arithmetic average of the VWAP (divided by the number of Ordinary Shares then represented by one ADS) for each of the three Trading Days immediately preceding the Effective Date of such modification by the Company of the distribution of its profits; and

C = the reduction per Ordinary Share of the rights to profits, as reasonably determined by the Company or, at the Company’s option, an Independent Expert.

Notwithstanding the above, if any modification by the Company of the distribution of its profits results from the issuance of preferential subscription rights for preferred shares that results in an adjustment to the Conversion Price pursuant to Section (5)(b)(ii), no adjustment to the Conversion Price will be made pursuant to this Section (5)(b)(vii)(1).

(2) In the event of the creation of preferred shares that does not result in a “modification” by the Company of the “distribution of profits” (as such terms are understood under Article R. 228-91(4°) of the French Commercial Code), the adjustment of the Conversion Price, if necessary, will be determined by an Independent Expert.

(viii) (1) If the Company issues to all or substantially all holders of the Ordinary Shares (directly or in the form of ADSs) any rights, options or warrants (other than to the extent such issuance constitutes (x) an issuance of preferential subscription rights that results in an adjustment to the Conversion Price pursuant to Section (5)(b)(ii) or (y) a distribution of reserves or premiums that results in an adjustment to the Conversion Price pursuant to Section (5)(b)(iv)) entitling them,

for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase Ordinary Shares (directly or in the form of ADSs) at a price per Ordinary Share that is less than the average of the Closing Prices of the Ordinary Shares or the ADSs, as the case may be (divided by, in the case of the ADSs, the number of Ordinary Shares then represented by one ADS), for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Price will be increased based on the following formula:

CP1

CP0

OS0 + Y

OS0 + X

where,

CP0 = the Conversion Price in effect immediately prior to the New York Open of Business on the Ex-Dividend Date for the ADSs for such issuance;

CP1 = the Conversion Price in effect immediately after the New York Open of Business on such Ex-Dividend Date;

OS0 = the number of shares of Ordinary Shares (directly or in the form of ADSs) outstanding immediately prior to the New York Open of Business on such Ex-Dividend Date;

X = the total number of shares of Ordinary Shares (directly or in the form of ADSs) issuable pursuant to such rights, options or warrants; and

Y = the number of shares of Ordinary Shares equal to (i) the aggregate price payable to exercise such rights, options or warrants, divided by (ii) the quotient of (a) the average of the Closing Prices of the ADSs over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants divided by (b) the number of Ordinary Shares then represented by one ADS.

Any decrease made under this Section (5)(b)(viii)(1) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the New York Open of Business on the Ex-Dividend Date for the ADSs for such issuance. To the extent that the Ordinary Shares or the ADSs are not delivered after the expiration of such rights, options or warrants, the Conversion Price shall be increased to the Conversion Price that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Ordinary Shares (directly or in the form of ADSs) actually delivered. If such rights, options or warrants are not so issued, the Conversion Price shall be increased to the Conversion Price that would then be in effect if such Ex-Dividend Date for such issuance had not occurred.

For purposes of this Section (5)(b)(viii)(1), in determining whether any rights, options or warrants entitle the holders of ADSs to subscribe for or purchase Ordinary Shares (directly or in the form of ADSs) at a price per Ordinary Share that is less than such average of the Closing Prices of the Ordinary Shares or the ADSs, as the case may be (divided by, in the case of the ADSs, the

number of Ordinary Shares represented by one ADS), for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such Ordinary Share or ADSs, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Company in good faith.

(2) If the Company distributes shares of its capital stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its capital stock or other securities of the Company, to all or substantially all holders of the Ordinary Shares (directly or in the form of ADSs), excluding: (i) any dividend, distribution, issuance, redemption, repurchase or other event for which an adjustment to the Conversion Price is specifically provided for in any of clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) of Section (5)(b), (ii) dividends or distributions paid exclusively in cash as to which the adjustment provision set forth in Section (5)(b)(viii)(3) or Section (5)(b)(iv) shall apply; and (iii) Spin-Offs as to which the provisions set forth below in this Section (5)(b)(viii)(2) shall apply to the extent not specifically provided for pursuant to the adjustment provision set forth in Section (5)(b)(iv) (any of such shares of capital stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire capital stock or other securities, the “Distributed Property”), then the Conversion Price shall be decreased based on the following formula:

CP1

CP0

SP0 – FMV

SP0

where,

CP0 = the Conversion Price in effect immediately prior to the New York Open of Business on the Ex-Dividend Date for the ADSs for such distribution;

CP1 = the Conversion Price in effect immediately after the New York Open of Business on such Ex-Dividend Date;

SP0 = the average of the Closing Prices of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV = the fair market value (as determined in good faith by the Company) of the Distributed Property with respect to each outstanding Ordinary Share (directly or in the form of ADSs) on the Ex-Dividend Date for such distribution (converted into euros using an exchange rate in effect on the date of determination to the extent not already reflected in euros).

Any decrease made under the portion of this Section (5)(b)(viii)(2) above shall become effective immediately after the New York Open of Business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Price shall be increased to the Conversion Price that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as

defined above), in lieu of the foregoing increase, the Holder of this Debenture shall receive, in respect of each $1,000 Principal of this Debenture, at the same time and upon the same terms as holders of the ADSs receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of ADSs equal to the quotient of (x) $1,000 and the (y) Conversion Price that is in effect on the Ex-Dividend Date for the distribution. If the Company determines the “FMV” (as defined above) of any distribution for purposes of this Section (5)(b)(viii)(2) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Closing Price of the ADSs over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

With respect to an adjustment pursuant to this Section (5)(b)(viii)(2) where there has been a payment of a dividend or other distribution on the Ordinary Shares (directly or in the form of ADSs) of capital stock of any class or series, or similar equity interest, of or relating to any Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion Price shall be increased based on the following formula:

CP1

CP0

MP0

FMV + MP0

where,

CP0 = the Conversion Price in effect immediately prior to the end of the Valuation Period;

CP1 = the Conversion Price in effect immediately after the end of the Valuation Period;

FMV0 = the average of the Closing Prices of the capital stock or similar equity interest distributed to holders of the Ordinary Shares (directly or in the form of ADSs) applicable to one Ordinary Share (determined by reference to the definition of Closing Price as set forth in Section (17) as if references therein to ADSs were to such capital stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); provided that, if there is no Closing Price of the capital stock or similar equity interest distributed to holders of the Ordinary Shares (directly or in the form of ADSs) on such Ex-Dividend Date, the “Valuation Period” shall be the 10 consecutive Trading Day period after, and including the first Trading Day such Closing Price is available; and

MP0 = the average of the Closing Prices of the ADSs over the Valuation Period.

The decrease to the Conversion Price under the preceding paragraph shall occur at the New York Close of Business on the last Trading Day of the Valuation Period; provided that if the relevant Conversion Date occurs during the Valuation Period, references to “10” in the portion of this Section (5)(b)(viii)(2) related to Spin-Offs shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the

Conversion Date in determining the Conversion Price. If the dividend or distribution that constitutes the Spin-Off is declared but not so paid or made, the Conversion Price shall be immediately increased, effective as of the date the Board of Directors determines not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution constituting the Spin-Off had not been declared or announced.

For purposes of this Section (5)(b)(viii)(2), rights, options or warrants distributed by the Company to all holders of the Ordinary Shares (directly or in the form of ADSs) entitling them to subscribe for or purchase the Company’s capital stock, including Ordinary Shares (directly or in the form of ADSs) (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Ordinary Shares (directly or in the form of ADSs); (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Ordinary Shares (directly or in the form of ADSs), shall be deemed not to have been distributed for purposes of this Section (5)(b)(viii)(2) (and no adjustment to the Conversion Price under this Section (5)(b)(viii)(2) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under this Section (5)(b)(viii)(2). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Debenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and the Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Price under this Section (5)(b)(viii)(2) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Price shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Price shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of ADSs with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of ADS as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Price shall be readjusted as if such rights, options and warrants had not been issued.

(3) If any dividend or distribution is made to all or substantially all holders of the Ordinary Shares (directly or in the form of ADSs) (other than to the extent such dividend or distribution constitutes a distribution of reserves or premiums for which an adjustment is specifically provided for in Section (5)(b)(iv)) solely in cash, the Conversion Price shall be adjusted based on the following formula:

CP1

CP0

SP0 – C

SP0

where,

CP0 = the Conversion Price in effect immediately prior to the New York Open of Business on the Ex-Dividend Date for the ADSs for such dividend or distribution;

CP1 = the Conversion Price in effect immediately after the New York Open of Business on the Ex-Dividend Date for such dividend or distribution;

SP0 = the Closing Price of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and

C = the amount in cash per Ordinary Share the Company distributes to all or substantially all holders of the Ordinary Shares (directly or in the form of ADSs).

Any decrease pursuant to this Section (5)(b)(viii)(3) shall become effective immediately after the New York Open of Business on the Ex-Dividend Date for the ADSs for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Price shall be increased, effective as of the date the Board of Directors determines not to make or pay such dividend or distribution, to be the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, the Holder of this Debenture shall receive, for each $1,000 principal amount of Debenture it holds, at the same time and upon the same terms as holders of ADS, the amount of cash that such Holder would have received if such Holder owned a number ADS equal to the quotient of $1,000 and the Conversion Price in effect on the Ex-Dividend Date for such cash dividend or distribution.

(ix) Notwithstanding this Section (5)(b) or any other provision of this Debenture, if a Conversion Price adjustment becomes effective on any Ex-Dividend Date or Ex-Redemption Date, and the Holder has converted this Debenture on or after such Ex-Dividend Date or Ex-Redemption Date, as the case may be, and on or prior to the related Record Date would be treated as the record holder of the ADS (delivered or to be delivered in respect of such conversion) as of the related Conversion Date based on an adjusted Conversion Rate for such Ex-Dividend Date or Ex-Redemption Date, as applicable, then, notwithstanding the Conversion Price adjustment provisions in this Section (5)(b), the Conversion Price adjustment relating to such Ex-Dividend Date or Ex-Redemption Date, as applicable, shall not be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the ADS on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

(d) In the case of:

(i) any recapitalization, reclassification or change of the ADSs or Ordinary Shares (other than changes resulting from a subdivision or combination),

(ii) any consolidation, merger, combination or similar transaction involving the Company,

(iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company's Subsidiaries substantially as an entirety or

(iv) any statutory share exchange,

in each case, as a result of which the ADSs or the Ordinary Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event”), then, the Company or the successor or the acquiring company, as the case may be, will amend this Debenture to provide that, at and after the effective time of such Share Exchange Event, the right to convert each $1,000 Conversion Amount of this Debenture shall be changed into a right to convert each $1,000 Conversion Amount of this Debenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of ADS equal to the quotient of (x) $1,000 and (y) the Conversion Price immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one ADSs is entitled to receive) upon such Share Exchange Event; provided, however, that at and after the effective time of the Share Exchange Event (I) any ADSs that the Company would have been required to deliver upon conversion of this Debenture (or any portion thereof) in accordance with Section (4) shall instead be deliverable in the amount and type of Reference Property that a holder of that number of ADSs would have received in such Share Exchange Event and (II) the VWAP shall be calculated based on the value of a unit of Reference Property.

If the Share Exchange Event causes the ADSs or Ordinary Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of election of the holders of the Ordinary Shares), then (i) the Reference Property into which this Debenture will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the ADSs and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one ADS. The Company shall notify the Holder of such weighted average as soon as practicable after such determination is made.

If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, Common Equity, the amendment to this Debenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that the Company in good faith determines are as nearly equivalent as is possible to the adjustments provided for in this Section (5) with respect to the portion of Reference Property constituting Common Equity. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities

or other property or assets (including cash or any combination thereof) of a Person other than the Company or the successor or purchasing company, as the case may be, in such Share Exchange Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holder of this Debenture as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

(e) Whenever the Conversion Price is adjusted pursuant to this Section (5), the Company shall promptly provide the Holder with a written notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(f) The Company may reduce the Conversion Price with the prior written consent of the Required Holders, which may be given by the Required Holders in their sole discretion. The Company and the Holder agree that any such voluntary adjustment to the Conversion Price and any conversion of any portion of the Debenture based upon any such voluntary adjustment shall not constitute material non-public information with respect to the Company.

(g) If the Ordinary Shares cease to be represented by American Depositary Shares issued under a depositary receipt program sponsored by the Company: (i) each reference in this Debenture to the ADSs related to the terms of this Debenture will be deemed to have been replaced by a reference to the number of Ordinary Shares and other property, if any, represented by the ADSs on the last day on which the ADSs represented the Ordinary Shares as if such Ordinary Shares and other property had been distributed to holders of the ADSs on that day and (ii) all references to the VWAP of an ADS in this Debenture will be deemed to refer to the VWAP of an Ordinary Share, and other appropriate adjustments, including adjustments to the Conversion Price, will be made to reflect such change.

(6) INDEMNIFICATION. With respect to the Company’s obligations under this Debenture and the other Transaction Documents:

(a) To the fullest extent permitted by law, the Company shall, and hereby does, indemnify, hold harmless and defend the Holder, its investment manager and their respective directors, officers, partners, employees, agents, representatives, and successors and assigns of, and each Person, if any, who controls Holder within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable and documented attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the Commission, whether pending or threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any material misrepresentation or breach of any representation or warranty made by the Company, the Guarantor or their Subsidiaries in any of the Transaction Documents, (ii) any material breach of any covenant, agreement or obligation of the Company, the Guarantor or their Subsidiaries in any of the Transaction Documents, (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnified Person by a third

party (including for these purposes a derivative action brought on behalf of the Company, the Guarantor or their Subsidiaries) or which otherwise involves such Indemnified Person that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents (including, without limitation, any hedging or similar activities in connection therewith), or (B) the status of such Holder either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a holder of this Debenture (including, without limitation, any hedging or similar activities in connection therewith or as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief), in each case, except to the extent such Claims arise out of result from (aa) the gross negligence, willful misconduct, or fraud of such Indemnified Person, (bb) a material breach by such Indemnified Person of any provision of the Transaction Documents, (cc) actions or omissions by such Indemnified Person in violation of applicable law or outside the scope of authority granted under the Transaction Documents, (dd) disputes solely among Indemnified Persons, (ee) claims for payment of the purchase price or other consideration expressly provided for in the Transaction Documents, or (ff) taxes imposed on such Indemnified Person, except as otherwise expressly provided herein; (iv) any untrue statement or alleged untrue statement of a material fact in any filing made in any public filing (including, without limitation, any Periodic Reports) made by the Company with the Commission, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are (1) based upon information regarding Holder furnished in writing to Company by or on behalf of Holder expressly for use therein or Holder has omitted a material fact from such information or (2) directly result from any breach by Holder of the Transaction Documents; or (v) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, or any other law, including, without limitation, any state securities law. The Company shall reimburse the Indemnified Persons and each such controlling person promptly as such expenses are incurred and are due and payable, for any legal fees or disbursements or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.

(b) Promptly after receipt by an Indemnified Person under this Section (6) of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section (6), deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person; provided, however, that an Indemnified Person shall have the right to retain its own counsel with the fees and expenses of not more than one (1) counsel for such Indemnified Person to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. The Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Person which relates to such action or claim. The indemnifying party

shall keep the Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person under this Section (6), except solely to the extent that the indemnifying party is actually prejudiced in its ability to defend such action.

(c) The indemnification required by this Section (6) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.

(d) The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

(7) REISSUANCE OF THIS DEBENTURE.

(a) Transfer. If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Debenture (in accordance with Section (7)(d)), registered in the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal is being transferred, a new Debenture (in accordance with Section (7)(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section (4)(b)(iii) following conversion or redemption of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the Principal stated on the face of this Debenture. This Debenture is intended to be in “registered form” within the meaning of Section 5f.103-1(c) and Proposed Section 1.163-5(b) of the United States Treasury Regulations.

(b) Lost, Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section (7)(d)) representing the outstanding Principal.

(c) Debenture Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for one or more new Debentures (in accordance with Section (7)(d)) representing in the aggregate the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(d) Issuance of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section (7)(a) or Section (7)(c), the Principal designated by the Holder which, when added to the Principal represented by the other new Debentures issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

(8) NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and e-mail addresses for such communications shall be:

If to the Company:

Sequans Communications S.A.

15-55 boulevard Charles de Gaulle

Les Portes de la Défense

92700 Colombes

Republic of France

Email: deborah@sequans.com

Attention: Chief Financial Officer

With a copy (which shall not constitute notice) to:


Lowenstein Sandler LLP
1251 Avenue of the Americas, 18th Floor
New York, New York 10020
Attention:			Steven E. Siesser, Esq.
			Brooke A. Gillar, Esq.
Email: ssiesser@lowenstein.com;
			bgillar@lowenstein.com

and

ARCHERS (AARPI)

28 rue Dumont d’Urville 75116

Paris, France

Attention: Véronique Gedeon

Mark Richardson

Email: mrichardson@archers.fr;

vgedeon@archers.fr

If to the Holder:

Hudson Bay PH XVI Ltd.

c/o Hudson Bay Capital Management LP

290 Harbor Drive, 3rd Floor

Stamford, CT 06902

Attn: Capital Solutions Team

Email: investments@hudsonbaycapital.com

With a copy (which shall not constitute notice) to:

Latham & Watkins LLP

12670 High Bluff Drive

San Diego, CA 92130

Email: michael.sullivan@lw.com

or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email service provider containing the time, date, recipient email address or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(9) NO IMPAIRMENT. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the Principal of, Interest and other charges (if any) on, this Debenture at the time, place, and rate, and in the currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture is outstanding, the Company shall not and shall cause their subsidiaries not to, without the consent of the Holder, enter into any agreement, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability of the Company to perform its obligations under the this Debenture, including, without limitation, the obligation of the Company to make cash payments hereunder.

(10) This Debenture shall not entitle the Holder to any of the rights of a shareholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of shareholders or any other proceedings of the Company, unless and to the extent converted into ADSs in accordance with the terms hereof.

(11) CHOICE OF LAW; VENUE; WAIVER OF JURY TRIAL

(a) Governing Law. This Debenture and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.

(b) Jurisdiction; Venue; Service.

(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.

(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.

(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture, or any other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture, or any other Transaction Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting in the Borough of Manhattan in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in

any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(iv) The Holder irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Debenture, such service to become effective thirty (30) days after the date of mailing. The Company has irrevocably appointed Bitquans Holdings LLC, a Delaware limited liability company, c/o Capitol Services, Inc., 108 Lakeland Avenue, Dover DE, Kent County 19901, as its authorized agent for service of process upon which process may be served in any such suit or proceeding arising under this Debenture or any other Transaction Document, and the Company agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section (8), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding arising under this Debenture or any other Transaction Document. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Debenture.

(v) To the extent that the Company or any of its properties, assets or revenues is or may hereafter become entitled to, or have attributed to them, any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, or from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Debenture, any other Transaction Document, the Deposit Agreement or the Restricted Issuance Agreement, the Company hereby irrevocably and unconditionally, to the extent permitted by applicable law, waives and agrees not to plead or claim any such immunity and consents to such relief and enforcement.

(vi) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.

(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS DEBENTURE OR ANY MATTER RELATING TO THIS DEBENTURE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.

(12) If the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.

(13) This Debenture and all other Debentures issued pursuant to the Purchase Agreement (or any other secured convertible debenture purchase agreement entered into by the Company on or about the date of the Purchase Agreement for the issuance of substantially similar debentures) may be amended or modified by the written agreement of the Company and the Required Holders. This Debenture may not be amended unless in accordance with the foregoing sentence and in the event that the Required Holders agree to the amendment or modification of this Debenture or any other Debenture issued pursuant to the Purchase Agreement (or any other secured convertible debenture purchase agreement entered into by the Company on or about the date of the Purchase Agreement for the issuance of substantially similar debentures) such amendment or modification shall concurrently be made to all such Debentures.. Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.

(14) If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any Interest or other amount deemed Interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or Interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Debenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

(15) EXISTENCE AND MERGER.

(a) Existence. Subject to Section (15)(B), the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. In

accordance with the provisions of Article L. 228-98 of the French Commercial Code, the Company may change its corporate form or corporate purpose without requesting the approval of the Holder; provided that unless the Company receives the approval of the Holder, the Company’s corporate form must be: (1) a société anonyme or société en commandite par actions, in either case, registered under the laws of France or (2) a corporation or entity treated as a corporation for U.S. federal income tax purposes.

(b) Company May Consolidate, Etc. on Certain Terms. The Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its direct and indirect Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries), unless (i) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be (1) a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Debentures or (2) a corporation or entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of France; (ii) the Successor Company, if not the Company, expressly assumes all of the Company’s obligations under this Agreement and the other Transaction Documents pursuant to documentation that is reasonably acceptable to the Required Holders; and (iii) and immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing.

(16) [Reserved.]

(17) CERTAIN DEFINITIONS. For purposes of this Debenture, the following terms shall have the following meanings:

(a) “ADSs” means the Company’s (or Successor Company’s) American Depositary Shares issued pursuant to the Deposit Agreement or the Restricted Issuance Agreement, each representing the number of the Ordinary Shares specified pursuant to the Deposit Agreement.

(b) “ADS Delivery Date” shall have the meaning set forth in Section (4)(b)(i).

(d) “Additional Interest Election Notice” shall have the meaning set forth in Section 19(c).

(e) “Applicable Taxes” shall have the meaning set forth in Section (1)(d).

(f) “Attribution Parties” means, collectively, the following persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its affiliates or principals, (ii) any direct or indirect affiliates of the Holder or any of the foregoing, (iii) any person acting or who could be deemed to be acting as a

“group” (within the meaning of Section 13(d)(3) of the Exchange Act) together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the ADSs would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Beneficial Ownership Cap.

(g) “Beneficial Ownership Cap” shall have the meaning set forth in Section (4)(c)(i).

(h) “Bitcoin” means the digital asset commonly referred to as “Bitcoin” (BTC) in the cryptocurrency marketplace.

(i) “Bitcoin Cash Cap” means $30,000,000.

(j) “Bitcoin Collateral” means all Bitcoin that is subject to the Lien and the security interest created by the Collateral Documents.

(k) “Bitcoin Conversion Deadline” shall be July 27, 2025, provided that upon the request of the Company, the Collateral Agent may consent, to extend the Bitcoin Conversion Deadline by twenty (20) days, which consent shall not be unreasonably conditioned or delayed.

(l) “Bitcoin Escrow Account” means a securities account that is opened and maintained with the Custodian to hold Bitcoin constituting Collateral.

(m) “Bloomberg” means Bloomberg Financial Markets (or if not available, a similar service provider of national recognized standing).

(n) “Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder.

(o) “Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions in the State of New York, United States or Paris, France are authorized or required by law or other government action to close.

(p) “Buy-In” shall have the meaning set forth in Section (4)(b)(ii).

(q) “Buy-In Price” shall have the meaning set forth in Section (4)(b)(ii).

(r) “Cash Collateral Account” means a deposit account that is opened and maintained with the Cash Collateral Bank to hold cash constituting Collateral including the net proceeds of the issuance of the Debentures.

(s) “Cash Collateral Bank” means First National Bank Omaha d/b/a FNBO, or such other custodian as selected by the Company and reasonably acceptable to the Collateral Agent.

(t) “Cash Equivalents” means, as of any date of determination, any of the following: (A) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government, or (ii) issued by any agency of the United States Government, the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after such date; (B) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one (1) year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from Standard & Poor’s Corporation or at least P-1 from Moody’s Investors Service; (C) commercial paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from Standard & Poor’s Corporation or at least P-1 from Moody’s Investors Service; (D) certificates of deposit or bankers’ acceptances maturing within one (1) year after such date and issued or accepted by any commercial bank organized under the laws of the United States or any state thereof, or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator), and (ii) has Tier 1 capital (as defined in such regulations) of not less than $5,000,000,000; and (E) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (A) and (B) above, (ii) has net assets of not less than $5,000,000,000, and (iii) has the highest rating obtainable from either Standard & Poor’s Corporation or Moody’s Investors Service.

(u) “Claims” shall have the meaning set forth in Section (6)(a).

(v) “Closing Loan-to-Collateral Ratio Compliance Level” means 1.00 to 1.95.

(w) “Closing Price” of the ADSs on any date means the closing sale price per ADS (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the ADSs are traded. If the ADSs are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Closing Price” will be the last quoted bid price for the ADSs in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the ADSs are not so quoted, the “Closing Price” will be the average of the mid-point of the last bid and ask prices for the ADSs (or such other security) on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. In the event of any need to determine the “Closing Price” of any security other than ADSs, the Company shall determine the “Closing Price” of such security in a commercially reasonable manner using a substantially similar methodology.

(x) “Closing Price Trigger” (x) beginning on and including the 12-month anniversary of the Issuance Date, the Closing Price of the ADSs has been at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on which the Company provides such Redemption Notice to the Holder (provided that the Equity Conditions are satisfied on each Trading Day of such thirty (30) consecutive Trading Day period) or (y) beginning on and including the 16-month anniversary of the Issuance Date, the Closing Price

of the ADSs has been equal to or less than 40% of the Conversion Price then in effect for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on which the Company provides such Redemption Notice to the Holder.

(y) “Collateral Agent” means Hudson Bay PH XVI Ltd. in its capacity as collateral agent for the holders of the Debentures, together with any successor thereto in such capacity.

(z) “Collateral Documents” shall have the meaning set forth in Section 19(g).

(aa) “Commission” means the Securities and Exchange Commission.

(bb) “Common Equity” of any Person means capital stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

(cc) “Company” shall have the meaning set forth in the preamble of this Debenture.

(dd) “Control Agreement” means each account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Collateral Agent, between the Company, the Collateral Agent and the applicable Cash Collateral Bank or securities intermediary, including, for the avoidance of doubt, the blocked control agreements required pursuant to Section 4.01(b) of the Guaranty and Security Agreement, which shall provide for the sole and exclusive control of the Collateral Agent.

(ee) “Conversion Amount” means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise with respect to which this determination is being made.

(ff) “Conversion Date” shall have the meaning set forth in Section (4)(b)(i).

(gg) “Conversion Failure” shall have the meaning set forth in Section (4)(b)(ii).

(hh) “Conversion Notice” shall have the meaning set forth in Section (4)(b)(i).

(ii) Conversion Notice Date” shall have the meaning set forth in Section (4)(b)(i).

(jj) “Conversion Price” means, as of any Conversion Date, $2.10 per ADS, provided that, on the Reset Date, the Conversion Price shall be reset (but only if such reset would result in a downward adjustment to the Conversion Price) to the greater of (x) the product of (A) 1.2 and (B) the average of the VWAPs of the ADSs during the five VWAP Trading Days immediately preceding the Reset Date and (y) $1.40 (subject to adjustment pursuant to Section (5)). The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of this Debenture.

(kk) “Custodian” means Coinbase, Inc., or such other custodian as selected by the Company and acceptable to the Collateral Agent in its sole discretion.

(ll) “Default” means any event that is (or, after notice, passage of time or both, would be) an Event of Default.

(mm) “Default Rate” means an annual rate of 18.0%.

(nn) “Deposit Agreement” means the Amended and Restated Deposit Agreement, dated as of May 14, 2018, among the Company the Depositary and the owners and holders from time to time of the ADSs issued thereunder, as amended from time to time.

(oo) “Depositary” means the Bank of New York Mellon as custodian of the Ordinary Shares underlying the ADS delivered pursuant to the Deposit Agreement or the Restricted Issuance Agreement, or any successor thereto.

(pp) “Digital Asset Market Value” means, with respect to any Bitcoin, the seven (7) day moving average price of such Bitcoin for the seven (7) days immediately preceding any date of determination, as determined by reference to the CME Bitcoin Reference Rate – New York Variant (BRRNY).

(qq) “Discounted VWAP” means an amount equal to ninety-three percent (93%) of the average of the VWAPs of the ADSs during the five VWAP Trading Days immediately preceding the Interest Payment Date.

(rr) “Distributed Securities VWAP” means the per security volume-weighted average price as displayed under the heading “Bloomberg VWAP” on the Bloomberg page applicable to the security in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable for such security, the market value of such security on a per security basis on such Trading Day reasonably determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by Company). The “Distributed Securities VWAP” will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

(ss) “Debenture” shall have the meaning set forth in the preamble of this Debenture.

(tt) “Debentures” shall mean this Debenture and all of the Other Debentures.

(uu) “Disclosure” shall have the meaning set forth in Section 18.

(vv) “DTC” shall have the meaning set forth in Section (4)(b)(i).

(ww) “Effective Date” means the date upon which the applicable transaction or event is effective or consummated.

(xx) “Equity Conditions” will be deemed to be satisfied as of any date if all of the following conditions:

(1) (x) one or more Registration Statements (as defined in the Registration Rights Agreement) filed shall be effective and available for the resale of all remaining Underlying ADSs, and there shall not have been any suspension of such registration statement(s) or (y) all Underlying ADSs shall be eligible for sale by non-affiliates (as defined in Rule 144) of the Company without restriction pursuant to Rule 144 (and without any requirements as to volume, manner of sale, availability of current public information (whether or not then satisfied)) and without the need for registration under any applicable federal or state securities laws all Underlying ADSs shall be issuable without restrictive legend and be eligible for immediate sale without restriction pursuant to Section 3(a)(9) of the Securities Act and without the need for registration under any applicable federal or state securities laws;

(2) the ADSs are designated for quotation on a Principal Market and shall not have been suspended from trading on such exchange or market (other than suspensions of not more than two (2) Trading Days and occurring before the applicable date of determination due to business announcements by the Company) nor shall delisting or suspension by such exchange or market been threatened, commenced or pending either (A) in writing by such Principal Market or (B) by falling below the then effective minimum listing maintenance requirements of such Principal Market;

(3) the ADS issuable upon conversion of the Conversion Amount may be issued in full without resulting in the Holder beneficially owning ADSs in excess of the Beneficial Ownership Cap;

(4) there shall not be a Default or Event of Default;

(5) the Holder shall not have been in possession of any material, nonpublic information received from the Company or any of its agents or affiliates; and

(6) the ADSs issuable upon conversion of the Conversion Amount (including ADSs underlying any Pre-Funded Warrants issued in connection with such conversion as contemplated by Section (4)(c)(i) in certain circumstances) are duly authorized, and upon delivery on the applicable ADS Delivery Date (or upon exercise of any such Pre-Funded Warrants) will be (i) validly issued, fully paid, non-assessable, free from preemptive rights and any lien or adverse claim and will be listed and eligible for trading without restriction on a Principal Market (ii) represented by book-entries at DTC and identified therein by an “unrestricted” CUSIP number; and (iii) not represented by any certificate that bears a legend referring to transfer restrictions under the Securities Act or other securities laws.

(yy) “Ex-Dividend Date” means, (a) for purposes of Sections (5)(b)(i)-(vii), the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of the Ordinary Shares on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market and (b) for purposes of Section (5)(b)(viii), the first date on which the ADSs trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution

in question, from the Company or, if applicable, from the seller of the ADSs on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

(zz) “Ex-Redemption Date” means (1) the first date on which the ADSs trade on the applicable exchange or in the applicable market, regular way, without the right to the redemption in question from the Company or, if applicable, from the seller of the ADSs on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market or (2) if the ADSs do not trade on any exchange or market, the Paris Business Day on which the redemption in question occurs.

(aaa) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(bbb) “Expiring Rights” means any rights, options or warrants to purchase Ordinary Shares or ADSs that expire on or prior to the Maturity Date.

(ccc) “Event of Default” shall have the meaning set forth in Section 3(a).

(ddd) “Event of Default Acceleration Amount” means the, with respect to the delivery of a notice pursuant to Section 3(b) declaring the Debenture to be due and payable immediately on account of an Event of Default, a cash amount equal to the greater of (x) the sum of (i) 115% of the outstanding Principal of the Debenture (or such lesser amount accelerated pursuant to such notice) and (ii) the accrued and unpaid interest and other amounts owing in respect thereof and (y) the product of (i) the quotient of the Conversion Amount as of the occurrence of the Event of Default and the Conversion Price as of the occurrence of the Event of Default multiplied by (ii) the highest VWAP occurring during each VWAP Trading Day during the period beginning on and including the date that the Event of Default occurred (or the date on which the Default underlying such Event of Default initially occurred, if different than the date on which the Event of Default occurred) and ending on the VWAP Trading Day immediately prior to the Event of Default Acceleration Date.

(eee) “Event of Default Acceleration Date” shall have the meaning set forth in Section 3(b).

(fff) “Event of Default Notice” shall have the meaning set forth in Section 3(b).

(ggg) “FATCA” shall have the meaning set forth in Section (1)(d)(4).

(hhh) “French Commercial Code” shall mean the French Code de commerce.

(iii) “Fundamental Change” shall be deemed to have occurred at the time on or after the date of the Purchase Agreement if any of the following occurs prior to the Maturity Date:

(1) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (except that the

acquisition of voting securities by the Holder shall not constitute a Fundamental Change for purposes hereof);

(2) the consummation of (A) any recapitalization, reclassification or change of the Ordinary Shares or the ADSs (other than changes resulting from a subdivision or a combination) as a result of which the Ordinary Shares or ADS would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Ordinary Shares or ADSs will be converted into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s Wholly Owned Subsidiaries; provided, however, that a transaction described in clause (A) or (B) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving company or transferee or the parent thereof immediately after such transaction in substantially the same proportions relative to each other as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (2);

(3) the shareholders of the Company approve any plan or proposal for dissolution of the Company that, if completed, would result in the liquidation of the Company; or

(4) the ADSs (or other Common Equity or ADS in respect of Common Equity underlying this Debenture (or any portion hereof)) cease to be listed or quoted on any Principal Market.

If any transaction in which the Ordinary Shares are replaced by the equity securities of another entity occurs, references to the Company in this definition shall instead be references to such other entity.

For purposes of this definition of “Fundamental Change” above, any transaction that constitutes a Fundamental Change pursuant to both clause (1) and clause (2) of such definition (without giving effect to the proviso in clause (2)) shall be deemed a Fundamental Change solely under clause (2) of such definition (subject to the proviso in clause (2)).

(jjj) “Fundamental Change Company Notice” shall have the meaning set forth in Section (2)(c).

(kkk) “Fundamental Change Repurchase Date” shall have the meaning set forth in Section (2)(c).

(lll) “Governing Jurisdiction” shall have the meaning set forth in Section (11)(a).

(mmm) “Grantors” shall have the meaning given such term in the Guaranty and Security Agreement.

(nnn) “Guarantors” means each of the guarantors from time to time party to the Guaranty and Security Agreement as a “guarantor” thereunder.

(ooo) “Guaranty and Security Agreement” means that certain Guaranty and Security Agreement, dated on or about the Issuance Date, made by each of the Guarantors party thereto from time to time in favor of the Holder, as may be amended, restated, supplemented or otherwise modified from time to time.

(ppp) “Holder” shall have the meaning set forth in the preamble of this Debenture.

(qqq) “Indemnified Damages” shall have the meaning set forth in Section (6)(a).

(rrr) “Indemnified Person” shall have the meaning set forth in Section (6)(a).

(sss) “Independent Expert” means an independent financial institution of international repute or independent financial adviser with appropriate expertise, chosen by the Company at its sole discretion.

(ttt) “Interest ADS Notice” shall have the meaning set forth in Section 19(h).

(uuu) “Interest Payment Date” means (i) each March 1, June 1, September 1 and December 1 of each calendar year, beginning on September 1, 2025 and (ii) if not otherwise included in clause (i), the Maturity Date.

(vvv) “Interest Rate” shall have the meaning set forth in Section (1)(b).

(www) “Issuance Date” shall have the meaning set forth in the preamble of this Debenture.

(xxx) “Loan-to-Collateral Ratio” means, as of any date of determination, the ratio of (a) the aggregate outstanding principal balance of all the Debentures issued pursuant to the Purchase Agreement to (b) the sum of (i) the aggregate Digital Asset Market Value of all Collateral consisting of Bitcoin, plus (ii) the aggregate value of all Collateral consisting of cash and Cash Equivalents held in the Cash Collateral Account.

(yyy) “Loan-to-Collateral Ratio Compliance Level” means 1.00 to 2.00.

(zzz) “Make-Whole Date” shall have the meaning set forth in Section 19(c).

(aaaa) “Mandatory French Law Conversion Price Adjustment” shall have the meaning set forth in Section (5)(b).

(bbbb) “Material Adverse Effect” has the meaning given such term in the Purchase Agreement.

(cccc) “Maturity Date” shall have the meaning set forth in Section (1)(a).

(dddd) “MNPI” shall have the meaning set forth in Section 18.

(eeee) “New York Close of Business” means 5:00 p.m. (New York City time).

(ffff) “New York Open of Business” means 9:00 a.m. (New York City time).

(gggg) “New York Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions in the State of New York, United States are authorized or required by law or other government action to close.

(hhhh) “Obligations” means all of the Company’s and each Guarantor’s now existing and hereafter created or arising obligations, indebtedness and liabilities of any kind (whether primary or secondary, conditional or unconditional, contingent or noncontingent, joint or several) owed to the Holder, whether existing, created, incurred or arising in the Company’s or such Guarantor’s capacity as a borrower, guarantor, indemnitor, customer, purchaser, lessee, licensee, applicant, counterparty, debtor or other obligor, including (a) any loan amount, principal, interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), fee, charge, indemnification obligation, reimbursement obligation, royalty, premium, cost, expense, price, rent or other amount owed by the Company or such Guarantor to the Holder at any time, including future advances, protective advances and other financial accommodations, (b) any obligations, indebtedness or liabilities of the Company and the Guarantors to the Holder under any Transaction Document at any time, and (c) any of the foregoing that may have been, or that may be, acquired by the Holder from any third party, the Company or any Guarantor at any time.

(iiii) “Optional Redemption” shall have the meaning set forth in Section (2)(a).

(jjjj) “Ordinary Share Market Price” means the Closing Price of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) on the date a binding agreement is made for the Company or any of its Subsidiaries to purchase Ordinary Shares (directly or in the form of ADSs) (or the immediately preceding Trading Day if such agreement (i) is not made on a Trading Day or (ii) if made on a Trading Day, is made prior to the availability of the Closing Price of the ADSs in respect of such Trading Day).

(kkkk) “Ordinary Share Repurchase Date” shall have the meaning set forth in Section (5)(b)(v).

(llll) “Ordinary Shares” means the ordinary shares of the Company, nominal value €0.01 per share.

(mmmm) “Other Debentures” means any other debentures issued pursuant to the Purchase Agreement and any other debentures, notes, or other instruments issued in exchange, replacement, or modification of the foregoing.

(nnnn) “Paris Business Day” means any day (other than a Saturday or a Sunday) that is not a day on which banking institutions in Paris, France are authorized or required by law or executive order to close or be closed.

(oooo) “Paris Open of Business” means 9:00 a.m., Paris, France time.

(pppp) “Paris Close of Business” means 5:00 p.m., Paris, France time.

(qqqq) “Payment Premium” means for payments made (i) within twelve (12) months of the date of this Debenture, 3.0% and (ii) from and after twelve (12) months of the date of this Debenture, 5.0%.

(rrrr) “Periodic Reports” shall mean all of the Company’s reports (in form and substance as required by the Commission under applicable laws and regulations) required to be filed by the Company with the Commission under applicable laws and regulations (including, without limitation, Regulation S-K), including annual reports (on Form 20-F) and reports on Form 6-K, for so long as any amounts are outstanding under this Debenture.

(ssss) “Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

(tttt) “Principal” shall have the meaning set forth in the preamble of this Debenture.

(uuuu) “Principal Market” means the New York Stock Exchange; provided however, that in the event the Company’s ADSs are ever listed or traded on any of the NYSE American, the Nasdaq Global Market, the Nasdaq Global Select Market or the Nasdaq Capital Market, or such successor thereto, the “Principal Market” shall mean that market on which the ADSs are then listed or traded.

(vvvv) “Purchase Agreement” shall have the meaning set forth in the preamble of this Debenture.

(wwww) “Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Ordinary Shares (directly or in the form of ADSs) (or other applicable security) have the right to receive any cash, securities or other property or in which the Ordinary Shares (directly or in the form of ADSs) (or such other security) are exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of security holders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, statute, contract or otherwise).

(xxxx) “Redemption Amount” shall have the meaning set forth in Section (2)(a).

(yyyy) “Redemption Equity Condition Period” shall have the meaning set forth in Section 2(a).

(zzzz) “Redemption Date” shall have the meaning set forth in Section (2)(a).

(aaaaa) “Redemption Notice” shall have the meaning set forth in Section (2)(a).

(bbbbb) “Reference Property” shall have the meaning set forth in Section (5)(d).

(ccccc) “Registration Rights Agreement” has the meaning given such term in the Purchase Agreement.

(ddddd) “Relevant Jurisdiction” shall have the meaning set forth in Section (1)(d).

(eeeee) “Reported Outstanding ADS Number” shall have the meaning set forth in Section 4(c)(i).

(fffff) “Required Holders” has the meaning given such term in the Purchase Agreement.

(ggggg) “Required Disclosure Date” means (x) if the Holder authorized the delivery of such MNPI, either (I) if the Company and the Holder have mutually agreed upon a date (as evidenced by an e-mail or other writing) of Disclosure of such MNPI, such agreed upon date or (II) otherwise, the seventh (7th) calendar day after the date the Holder first received any MNPI or (y) if the Holder did not authorize the delivery of such MNPI, the first (1st) Business Day after the Holder’s receipt of such MNPI.

(hhhhh) “Required Reserve Amount” shall have the meaning set forth in Section (4)(d).

(iiiii) “Reset Date” means the date that is the earlier of (i) nine (9) months following the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and (ii) twelve (12) months following the Issuance Date.

(jjjjj) “Restricted Issuance Agreement” means the restricted issuance agreement to be entered into as of the Issuance Date, by and among the Company, the Depositary, and the owners and beneficial owners of the ADSs delivered thereunder or, if amended or supplemented as provided therein, as so amended or supplemented.

(kkkkk) “Rule 144” means Rule 144 promulgated under the Securities Act.

(lllll) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(mmmmm) “Security Documents” means, collectively, the Guaranty and Security Agreement, the Control Agreement, any other control agreement applicable to the Bitcoin Escrow Account or Cash Collateral Account, any other security agreements, pledge agreements or other similar agreements delivered to the Holder, the Guaranty (if applicable) and each of the other agreements, instruments or documents that creates a lien or guaranty in favor of the Holder.

(nnnnn) “Share Exchange Event” shall have the meaning set forth in Section (5)(d).

(ooooo) “Share Reduction” shall have the meaning set forth in Section 5(b)(i).

(ppppp) “Shortfall Amount” shall have the meaning set forth in Section 19(c).

(qqqqq) “Shortfall Event” shall have the meaning set forth in Section 19(c).

(rrrrr) “Significant Subsidiary” of any Person means any Subsidiary of that Person that constitutes a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of that Person.

(sssss) “Specified Repurchase Date” means January 7, 2027.

(ttttt) “Spin-Off” shall have the meaning set forth in Section (5)(b)(viii)(2).

(uuuuu) “Subject Proceeds” shall have the meaning set forth in Section 19(h).

(vvvvv) “Subscription Period” shall have the meaning set forth in Section (5)(b)(ii).

(wwwww) “Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

(xxxxx) “Successor Company” shall have the meaning set forth in Section (15)(b).

(yyyyy) “Trading Day” means a day on which (i) trading in the ADSs (or other security for which a closing sale price must be determined) generally occurs on a Principal Market or, if the ADSs (or such other security) are not then listed on a Principal Market, on the principal other U.S. national or regional securities exchange on which the ADSs (or such other security) are then listed or, if the ADSs (or such other security) are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the ADSs (or such other security) are then traded, and (ii) a Closing Price of the ADS (or closing sale price for such other security) is available on such securities exchange or market. If the ADSs (or such other security) are not so listed or traded, “Trading Day” means a New York Business Day.

(zzzzz) “Transaction Document” means (i) any Transaction Document (as defined in the Purchase Agreement) and (ii) any other Security Document entered into from time to time.

(aaaaaa) “Trigger Event” shall have the meaning set forth in Section (5)(b)(viii)(2).

(bbbbbb) “Underlying ADSs” means the ADSs (including the Ordinary Shares represented by such ADSs) issuable upon conversion of this Debenture in accordance with the terms hereof and the ADSs underlying any Pre-Funded Warrants issued in connection with any conversion of this Debenture (or portion hereof) as contemplated by Section (4)(c)(i) in certain circumstances, in each case determined without regard to any limitations on such conversion set

forth in this Debenture or any such Pre-Funded Warrants (including, for the avoidance of doubt, such limitation set forth in Section 4(c)(i)).

(cccccc) “unit of Reference Property” shall have the meaning set forth in Section (5)(d).

(dddddd) “Valuation Period” shall have the meaning set forth in Section (5)(b)(viii)(2).

(eeeeee) “Value of the Ordinary Share Immediately prior to the Close of Business on the Date of such Distribution” means the arithmetic average of the VWAP (divided by the number of Ordinary Shares then represented by one ADS) for each of the three Trading Days immediately preceding the Ex-Dividend Date for such distribution.

(ffffff) “Value of the Ordinary Shares Ex-Right” means the arithmetic average of the VWAP (divided by the number of Ordinary Shares then represented by one ADS) on each Trading Day included in the applicable Subscription Period.

(gggggg) “Value of the Preferential Subscription Right” means (i) the arithmetic average of the opening trading prices on any Principal Market for such preferential subscription rights on a per right basis, or on a similar market on which the preferential subscription rights have their principal listing on each Trading Day included in the applicable Subscription Period, or (ii) if the preferential subscription rights are not listed on a Principal Market or similar market, the value of such preferential subscription rights will be calculated as reasonably determined by the Company or, at the Company’s option, an Independent Expert taking into account the fair market value or trading price of any corresponding ADS rights.

(hhhhhh) “Value of the Securities or Assets Distributed per Ordinary Share” means: (1) in the event of a distribution of securities that are already listed on any Principal Market or a similar market, the arithmetic average of the Distributed Securities VWAP of such securities during the three Trading Days immediately preceding the Ex-Dividend Date for such distribution; (2) in the event of a distribution of securities that are not already listed on any Principal Market or a similar market, but that are expected to be listed on any such market for at least three Trading Days within 10 Trading Days starting on the Ex-Dividend Date for such distribution, the arithmetic average of the Distributed Securities VWAP of such securities during the first three Trading Days included within this 10 trading day period during which such securities are listed on any Principal Market or a similar market; and (3) in all other cases not addressed in clause (1) or (2) of this definition, such value that is determined reasonably by the Company or, at the Company’s option, an Independent Expert, no later than the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

value of one ADS on such Trading Day reasonably determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

(jjjjjj) “VWAP Market Disruption Event” means, with respect to any date, (A) the failure by the principal U.S. national or regional securities exchange on which the ADSs are then listed, or, if the ADSs are not then listed on a U.S. national or regional securities exchange, the principal, in terms of volume, on which the ADSs are then traded, to open for trading during its regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the ADSs or in any options contracts or futures contracts relating to the ADSs, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date

(kkkkkk) “VWAP Trading Day” means a day on which (A) there is no VWAP Market Disruption Event; provided that the Holder, by written notice to the Company, may waive any such VWAP Market Disruption Event; and (B) trading in ADSs generally occurs on the principal U.S. national or regional securities exchange on which the ADSs are then listed or, if the ADSs are not then listed on a U.S. national or regional securities exchange, on the principal, in terms of volume, Principal Market on which the ADSs are then traded. If the ADSs are not so listed or traded, then “VWAP Trading Day” means a Business Day.

(llllll) “Wholly Owned Subsidiary” means, with respect to any Person, any direct or indirect Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%”.

(18) Confidential Information. At any time after the Issuance Date if the Company, any of its Subsidiaries, or any of their respective officers, directors, employees or agents, provides the Holder with material non-public information relating to the Company or any of its Subsidiaries (each, the “MNPI”), the Company shall, on or prior to the applicable Required Disclosure Date, publicly disclose such MNPI on a Current Report on Form 6-K or otherwise (each, a “Disclosure”). From and after such Disclosure, the Company shall have disclosed all MNPI provided to the Holder by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon such Disclosure, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, shall terminate.

(19) Collateral Coverage Requirement.

costs and expenses related to the implementation of the Company’s Bitcoin treasury strategy (the “Bitcoin Strategy Expense Cap”)) to purchase, or cause any Grantor to purchase, Bitcoin, which Bitcoin shall be immediately delivered to the Bitcoin Escrow Account upon such purchase. For the avoidance of doubt, the Company shall not be responsible for any breach of this Section 19(a) if the reason for such breach is solely due to the Collateral Agent’s breach of its obligations set forth in Section 19(b).

(b) Prior to the Bitcoin Conversion Deadline, the Company shall not request a transfer or withdrawal of funds in excess of the Bitcoin Cash Cap from the Cash Collateral Account through any single transfer or withdrawal. Any funds transferred or withdrawn from the Cash Collateral Account shall only be used to promptly purchase Bitcoin that is immediately delivered to the Bitcoin Escrow Account upon such purchase (and to pay only customary transaction costs and commissions incurred in connection with such purchases) or to fund the implementation of the Company’s Bitcoin treasury strategy in an amount up to the Bitcoin Strategy Expense Cap. Following any transfer or withdrawal of funds from the Cash Collateral Account, the Company shall not be permitted to request a transfer or withdrawal of additional funds from the Cash Collateral Account until such time as the Company has complied with the immediately preceding sentence, at which time the Company may again request a transfer or withdrawal of funds from the Cash Collateral Account to purchase or cause any Grantor to purchase additional Bitcoin up to the available Bitcoin Cash Cap. For example (and for illustrative purposes only), if (after expending proceeds to fund the implementation of the Company’s Bitcoin treasury strategy in an amount equal to the Bitcoin Strategy Expense Cap), the Company transferred $30,000,000 from the Cash Collateral Account, it could not transfer additional funds from the Cash Collateral Account until it deposited the Bitcoin purchased with such $30,000,000 into the Bitcoin Escrow Account. So long as (i) no Default or Event of Default has occurred and is then continuing, and (ii) the Company has provided the Collateral Agent a notice, in the form attached hereto as Exhibit II (a “Withdrawal Notice”), and, for any requested transfers or withdrawals following the first transfer or withdrawal after the Issuance Date, supporting documentation from the Custodian of the Bitcoin Escrow Account (e.g., account statements, transaction history, escrow deposit receipts, or other similar documentation) reasonably satisfactory to the Collateral Agent evidencing that any previously withdrawn or transferred funds from the Cash Collateral Account were used by the Company to purchase Bitcoin that was deposited into the Bitcoin Escrow Account in accordance with the terms of this Section 19(b), then the Collateral Agent shall promptly provide instructions to the Cash Collateral Bank to release the funds from the Cash Collateral Account requested by the Company in the amount set forth in the Withdrawal Notice, which shall not exceed the available Bitcoin Cash Cap in accordance with this Section 19(b) and, for the avoidance of doubt, shall be used solely for the purchase of Bitcoin. For the avoidance of doubt, the Company may submit multiple Withdrawal Notices on any given Business Day, subject to the terms of this Section 19(b).

aggregate net proceeds received by the Company in respect of (i) the exercise of the Common Warrants and (ii) any Exempt At-the-Market Offering (as defined in the Purchase Agreement) prior to the Make-Whole Date (such aggregate proceeds, the “Subject Proceeds”), in an aggregate amount equal to the amount of additional collateral that would have been required to cause the Loan-to-Collateral Ratio to be equal to the Loan-to-Collateral Ratio Compliance Level (which shall include all proceeds deposited in the Cash Collateral Account on the Issuance Date that were transferred from the Cash Collateral Account to fund general and administrative costs and expenses related to the implementation of the Company’s Bitcoin treasury strategy), as measured as of the Issuance Date (such amount, the “Shortfall Amount”); provided further that if the Subject Proceeds are less than the Shortfall Amount, the Company, in its sole discretion, may either: (1) cause additional cash to be deposited into the Cash Collateral Account in an amount equal to the difference between the Shortfall Amount and the Subject Proceeds, or (2) pay additional interest on the outstanding Principal balance hereof in accordance with Section 19(h), in which case the Company shall not be required to deposit any additional cash into the Cash Collateral Account. The Company shall provide the Holder with prompt written notice prior to the Marke-Whole Date (an “Additional Interest Election Notice”) if it elects option (2) pursuant to the foregoing sentence.

(d) Provided that no Default or Event of Default has occurred, and is then continuing, following the time that the aggregate outstanding principal balance of all Debentures issued pursuant to the Purchase Agreement is less than or equal to fifty percent (50%) of the aggregate outstanding principal balance of all Debentures issued pursuant to the Purchase Agreement as of the Issuance Date, promptly upon the request of the Company, the Collateral Agent shall release, or permit to be released, from the Lien (as defined in the Guaranty and Security Agreement) and the security interest created by the Guaranty and Security Agreement and the Transaction Documents, an amount of Bitcoin Collateral, requested by the Company, so long as, immediately after giving effect to such release (calculated on a pro forma basis after giving effect thereto), the Loan-to-Collateral Ratio is less than or equal to the Loan-to-Collateral Ratio Compliance Level, which amount shall be confirmed by the Collateral Agent prior to release. For the avoidance of doubt, the Company may only exercise the right granted pursuant to this Section 19(d) once.

(e) Provided that neither no Default or Event of Default has occurred, and is then continuing, following the time that the aggregate outstanding principal balance of all Debentures issued pursuant to the Purchase Agreement is less than or equal to twenty five percent (25%) of the aggregate outstanding principal balance of all Debentures issued pursuant to the Purchase Agreement as of the Issuance Date, promptly upon the request of the Company, the Collateral Agent shall release, or permit to be released, from the Lien and the security interest created by the Collateral Documents, an amount of Bitcoin Collateral, requested by the Company, so long as, immediately after giving effect to such release (calculated on a pro forma basis after giving effect thereto), the Loan-to-Collateral Ratio is less than or equal to the Loan-to-Collateral Ratio Compliance Level as of the date of such release, which amount shall be confirmed by the Collateral Agent prior to release. For the avoidance of doubt, the Company may only exercise the right granted pursuant to this Section 19(e) once.

purchase of Bitcoin) to the Grantors (or from one Grantor to another Grantor); provided that (i) in the case of a transfer to the Grantors following the Issuance Date, the Grantors, to the extent not a Grantor party to the Guaranty and Security Agreement as of the Issuance Date, shall have first complied with Sections 2.05 and 4.03 of the Guaranty and Security Agreement and (ii) any cash, Cash Equivalents or Bitcoin transferred to the Grantors following the Issuance Date shall at all times remain on deposit in the Cash Collateral Account or Bitcoin Escrow Account (or any replacement Cash Collateral Account or Bitcoin Escrow Account approved by the Collateral Agent in its sole discretion at a custodian approved by the Collateral Agent in its sole discretion), as applicable, and subject to the first priority Lien and security interest in favor of the Collateral Agent for the benefit of the Secured Parties (as defined in the Guaranty and Security Agreement). For the avoidance of doubt, neither the Company nor any of its affiliates shall be subject to any restrictions under the Transaction Documents in respect of Bitcoin that has been released as, or that does not otherwise constitute, Bitcoin Collateral (including all Bitcoin that is not purchased with the net proceeds of the issuance of the Debentures or the Common Equity Private Placement).

(g) Notwithstanding the foregoing provisions of this definition or anything in this Debenture or any other Transaction Document to the contrary, (i) the Collateral requirements thereunder shall not require any control agreement, lockbox or similar arrangement with respect to any deposit account, securities account, commodities account or other bank account, or otherwise take or perfect a security interest with control (other than with respect to the Bitcoin Escrow Account and/or the Cash Collateral Account to the extent required under the Debentures and the Collateral Documents); and (b) no actions (x) in any non-U.S. jurisdiction or (y) required by the laws of any non-U.S. jurisdiction shall be required to be taken to create, perfect or maintain any security interest or make enforceable any security interests or otherwise (it being understood that there shall be no Collateral Document (or other security agreements or pledge agreements) governed by any non-U.S. jurisdiction). As used in this Debenture, “Collateral Documents” means the Guaranty and Security Agreement, any control agreement with respect to the Bitcoin Escrow Account and/or the Cash Collateral Account (including financing statements under the UCC of the relevant states), and the escrow agreement or similar securities control agreement with respect to the Bitcoin Escrow Account, each as amended, supplemented, restated, renewed, replaced or otherwise modified from time to time, to secure any obligations under the Debentures or under which rights or remedies with respect to the Lien are governed.

(h) Additional Interest.

(1) If the Company elects to pay additional interest under Section 19(c), then from and after the Issuance Date until but not including the first anniversary of the Issuance Date (the “Additional Interest Period”), additional interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to five percent (5.0%) (such interest, the “Additional Interest”). Additional Interest shall be calculated based on a 365- day year and the actual number of days elapsed, to the extent permitted by applicable law. Additional Interest shall accrue during the Additional Interest Period and shall be due and payable on each Interest Payment Date or upon the acceleration (including, for the avoidance of doubt, in connection with Section 3(b)), redemption (including, for the avoidance of doubt, in connection with Section 2(b) and Section 2(c)) or conversion of the outstanding Principal. At the election of the Company, Additional Interest shall be

payable by either (A) issuing to Holder a number of Ordinary Shares, represented by ADSs (the “Interest ADSs”) determined in accordance with the formula set forth in Section 19(h)(2) below, provided that (x) the Equity Conditions are satisfied as of the applicable Interest Payment Date and (y) the Company has notified the Holder in writing (an “Interest ADS Notice”) that it has elected to pay the Additional Interest in Interest ADSs no later than ten (10) Trading Days prior to the applicable Interest Payment Date, or (B) in cash. Notwithstanding the foregoing, the ability of the Company to elect payment of Additional Interest in Interest ADSs shall be subject to the conversion limitations set forth in Section 4(c)(i), which shall apply mutatis mutandis. Failure to timely deliver an Interest ADS Notice to the Holder shall be deemed an election by the Company to pay the Additional Interest with respect to such Interest Payment Date in cash. Notwithstanding anything herein to the contrary, the Company will not have the right to, and will not, make any payment of Additional Interest (or any applicable portion thereof) in Interest ADSs if the Equity Conditions are not satisfied for each VWAP Trading Day occurring between the date of delivery of the Interest ADS Notice and the applicable Interest Payment Date (and the Company shall certify in writing to the Holder on the applicable Interest Payment Date that the Equity Conditions have continued to have been satisfied during such period), and such payment of Additional Interest (or any applicable portion thereof) shall instead be paid in cash on such Interest Payment Date, unless such failure of the Equity Conditions to be so satisfied is waived in writing by the Required Holders, which waiver may be granted or withheld by the Required Holders in their sole discretion.

(2) If the Company elects to pay Additional Interest in Interest ADSs, the number of Interest ADSs issuable on any Interest Payment Date shall be equal to the quotient (rounded down to the nearest whole share, with cash paid in lieu of any fractional share) obtained by dividing (a) the amount of Additional Interest to be paid in Interest ADSs on such Interest Payment Date, by (b) the lower of (x) the Discounted VWAP and (y) the Conversion Price.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Convertible Secured Debenture to be duly executed by a duly authorized officer as of the date set forth above.


COMPANY:

SEQUANS COMMUNICATIONS S.A.



By:			/s/ Georges Karam
Name:			Georges Karam
Title:			Chief Executive Officer

EXHIBIT I

CONVERSION NOTICE

(To be executed by the Holder in order to Convert the Secured Convertible Debenture)

To: Sequans Communications S.A.

Via Email:

The undersigned hereby irrevocably elects to convert a portion of the outstanding and unpaid Conversion Amount of Secured Convertible Debenture No. SQNS-[1] into ADSs of Sequans Communications S.A., according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:

Principal Amount to be Converted:

Accrued Interest to be Converted:

Total Conversion Amount to be Converted:

Conversion Price:

Number of ADSs to be issued:

Number of Pre-Funded Warrants, if any, to be issued:

Please issue the ADSs in the following name and deliver them to the following account:

Issue to:

Broker DTC Participant Code:

Account Number:


Authorized Signature:


Name:


Title:


Please issue and deliver the Pre-Funded Warrants, if any, to:

Exhibit II

Withdrawal Notice

Hudson Bay PH XVI Ltd

[Address]

Attention: [_____]

Email Address: [_____]

Date:

Re: Withdrawal Notice pursuant to the Secured Convertible Debentures, dated [_____], 2025

Cash Collateral Account No. _____________

We refer to those certain Secured Convertible Debentures, issued on [●], 2025 in the aggregate principal amount of $[●]. Capitalized terms in this letter that are not otherwise defined shall have the same meaning given to them in the Secured Convertible Debentures.

Pursuant to Section [19(b)] of the Secured Convertible Debentures, the Company instructs Collateral Agent to cause the Cash Collateral Bank to release the portion of the funds in the Cash Collateral Account specified below to the Custodian, for the purchase of Bitcoin, as follows:

Amount (In numerals):

Amount (In writing):

Beneficiary:

City:

Country:

US Instructions:

Bank

Bank address

ABA Number:

Credit A/C Name:

Credit A/C #:

Credit A/C Address:

If Applicable:

FFC A/C Name:

FFC A/C #:

FFC A/C Address:

COMPANY:

SEQUANS COMMUNICATIONS S.A.


By:
Name:			Georges Karam
Title:			Chief Executive Officer

Exhibit 4.6

Execution Version

SEQUANS COMMUNICATIONS S.A.

SECURED CONVERTIBLE DEBENTURE

Principal Amount: $4,000,000

Debenture Issuance Date: July 7, 2025

Debenture Number: SQNS-2

FOR VALUE RECEIVED, Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), hereby promises to pay to the order of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, or its registered assigns (the “Holder”) the amount set out above as the principal amount (as reduced or increased pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, or redemption (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof, this “Debenture”) was originally issued pursuant to the Secured Convertible Debenture Purchase Agreement dated as of June 22, 2025, as it may be amended from time to time (the “Purchase Agreement”) between the Company and the Buyers listed on the Schedule of Buyers attached

thereto. Certain capitalized terms used herein are defined in Section (17). All Obligations owed by the Company to the Holder under this Debenture and each other Transaction Document are guaranteed by the Guarantors pursuant to the Guaranty and Security Agreement and secured by the Guarantors pursuant to the Security Documents.

(1) GENERAL TERMS

(c) Payment Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

Amounts) under a Relevant Jurisdiction shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable for or on account of:

(1) any tax, duty, assessment or other governmental charge that would not have been imposed but for:

(2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

(3) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments under or with respect to this Debenture;

(5) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (1), (2), (3) or (4).

within the meaning of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder, (y) the issue price of the investment unit will be allocated between the Debentures and such Common Warrants based on their relative fair market values on the Issuance Date for U.S. federal income tax purposes, as determined collectively by the Company and the Required Holders acting in good faith, and (z) no party hereto shall take a position contrary to the foregoing on any tax return unless required by an applicable change in law after the Issuance Date or the good faith resolution of a tax audit or other tax proceeding; (iii) the Company represents that it was not a “passive foreign investment company” for U.S. federal income tax purposes for the year ending December 31, 2024 and does not as of the date hereof have knowledge that it will be a “passive foreign investment company” for the year ending December 31, 2025 or the foreseeable future; (iv) the Company shall make due inquiry with its tax advisors regarding the Company’s status as a “passive foreign investment company” for the year ending December 31, 2025 and each subsequent year; and (v) if the Company determines that it is a “passive foreign investment company” for any years during which the Holder has owned this Debenture, the Company will promptly notify the Holder of its determination.

(2) PAYMENTS

Trigger”, an amount equal to the sum of (A) the product of (x) the outstanding Principal balance being redeemed by the Company multiplied by (y) 108% plus (B) the Payment Premium with respect to all accrued and unpaid Interest in respect of such Principal balance to, but not including, such Redemption Date. After receipt of a Redemption Notice, the Holder shall have the right to elect to convert all or any portion of the outstanding Principal balance being redeemed by the Company (and accrued and unpaid Interest thereon) in accordance with Section (4) until the New York Close of Business on the New York Business Day immediately preceding the applicable Redemption Date. Provided that the Equity Conditions are satisfied (solely in the case of an Optional Redemption pursuant to clause (x) of the definition of “Closing Price Trigger”) and the Company is not in possession of material non-public information, on the Redemption Date, the Company shall (x) deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed to the extent not converted in accordance with the immediately preceding sentence and Section (4) and (y) in the case of an Optional Redemption pursuant to clause (x) of the definition of “Closing Price Trigger,” certify in writing that the Equity Conditions have continued to have been satisfied on each Trading Day during the Redemption Equity Conditions Period and that the Company is not in possession of material non-public information. Any Optional Redemption in respect of less than all of the Principal outstanding under all the Debentures shall be applied ratably across all outstanding Debentures, including this Debenture. Notwithstanding the foregoing, this Section 2(a) will cease to have any force and effect if an Event of Default or Default has occurred hereunder, and is continuing.

(3) EVENTS OF DEFAULT

(iii) The Company or any Significant Subsidiary of the Company shall default in any of its obligations under any note, debenture, or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any Significant Subsidiary of the Company in an amount exceeding $5,000,000, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to its stated maturity (for the avoidance of doubt, the Event of Default set forth in this Section 3(a)(iii) shall be immediate and not subject to cure);

(viii) [Reserved];

avoidance of doubt, that such due date includes any permitted filing deadline extension under Rule 12b-25 under the Exchange Act;

(xvi) Any Security Document shall for any reason fail or cease to create a valid and perfected and first priority Lien (as defined in the Guaranty and Security Agreement) in the applicable Collateral (as defined in the Guaranty and Security Agreement) in favor of the Collateral Agent for the benefit of the Holder of this Debenture and the holders of the Other Debentures;

avoidance of doubt, the Event of Default set forth in this Section 3(a)(xviii) shall be immediate and not subject to cure).

(4) CONVERSION OF DEBENTURE. This Debenture shall be convertible into Ordinary Shares deposited for the delivery of ADSs, on the terms and conditions set forth in this Section (4).

shall round such fraction of an ADS up to the nearest whole ADS. The Company shall pay and indemnify the Holder for any and all transfer, stamp and similar taxes, including the French financial transaction tax provided for by Article 235 ter ZD of the French Tax Code, that may be paid or payable with respect to the issuance of Ordinary Shares and delivery of ADSs upon conversion of any Conversion Amount.

(b) Mechanics of Conversion.

the Holder’s balance account with DTC for the number of ADSs (the “Undelivered ADSs”) to which the Holder is entitled pursuant to Section 4(b)(i) or Section 19(h), as applicable (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) ADSs to deliver in satisfaction of a sale by the Holder of ADSs issuable pursuant to Section 4(b)(i) or Section 19(h) (as applicable) that the Holder anticipated receiving from the Company (a “Buy-In”), then, without limiting the Holder’s right to pursue any other remedy available to it (whether hereunder, under applicable law or otherwise), the Holder will have the right, exercisable by notice to the Company, to cause the Company to either (x) pay, on or before the third (3rd) Business Day after the date such notice is delivered, cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable and documented brokerage commissions and other reasonable and documented out of pocket expenses, if any) for the ADSs so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such ADSs) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such ADSs and pay cash to the Holder in an amount equal to the excess (if any) of the Buy- In Price over the product of (A) such number of ADSs multiplied by (B) the Closing Price of the ADSs on the Conversion Date or Interest Payment Date (as applicable). In addition to the foregoing, if the Company fails for any reason to deliver ADSs to the Holder by the applicable ADS Delivery Date or Interest Payment Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each one thousand dollars ($1,000) of Undelivered ADSs (based on the VWAP on the applicable ADS Delivery Date or Interest Payment Date), ten dollars ($10) per Trading Day (increasing to twenty dollars ($20) per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after the ADS Delivery Date or Interest Payment Date (as applicable) until the cash amount set forth in in this Section 4(b)(ii) is paid to the Holder or the ADSs are delivered to the Holder pursuant to this Section 4(b)(ii).

with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of ADSs outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Cap”). For purposes of this Debenture, in determining the number of outstanding ADSs the Holder may acquire in connection with this Debenture without exceeding the Beneficial Ownership Cap, the Holder may rely on the number of outstanding ADSs as reflected in (x) the Company's most recent Periodic Reports, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Company’s transfer agent setting forth the number of ADSs outstanding (the “Reported Outstanding ADS Number”). If the Company receives a notice from the Holder related to the conversion of this Debenture or any issuance of ADSs in connection with this Debenture at a time when the actual number of outstanding ADSs is less than the Reported Outstanding ADS Number, the Company shall promptly notify the Holder in writing of the number of ADSs then outstanding and, to the extent that such conversion or issuance of ADSs would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 4(c)(i), to exceed the Beneficial Ownership Cap, the Holder must notify the Company of a reduced number of ADSs to be issued pursuant to such notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Trading Days confirm in writing or by electronic mail to the Holder the number of ADSs then outstanding. In any case, the number of outstanding ADSs shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding ADS Number was reported. In the event that the issuance of ADSs to the Holder upon conversion of, or otherwise pursuant to, this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Cap of the number of outstanding ADSs (as determined under Section 13(d) of the Exchange Act), the Holder shall have the right to convert any such portion of this Debenture to the extent it agrees to receive Pre-Funded Warrants (as defined in the Purchase Agreement) exercisable for such number of ADSs that would otherwise have caused such Holder (together with any affiliate thereof) to beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) ADSs in excess of the Beneficial Ownership Cap. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Cap to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Beneficial Ownership Cap will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the ADSs issuable pursuant to the terms of this Debenture in excess of the Beneficial Ownership Cap shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Debenture or receive ADSs pursuant to this Debenture pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(c)(i) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(c)(i) or to make changes or supplements necessary or desirable to properly give effect

to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Debenture.

(d) Other Provisions

(i) All calculations under this Section (4) shall be rounded to the nearest $0.0001 or whole ADS.

provided, however, that such Holder has delivered such reasonably requested representations to such transfer agent, the Company and the Company’s legal counsel in connection with the request for such opinion. To the extent such opinions are not provided (either timely or at all other than because of an action or inaction of Holder, including the reasonably requested representations of Holder), then, in addition to being an Event of Default in accordance with Section (3)(a)(xv), the Company agrees to reimburse the Holder for all reasonable and documented costs incurred by the Holder in connection with any legal opinions paid for by the Holder in connection with sale or transfer of Underlying ADSs. To the extent such opinions are not provided (either timely or at all), the Holder shall notify the Company of any such costs and expenses it incurs that are referred to in this section from time to time and all reasonable amounts owed hereunder shall be paid by the Company with reasonable promptness.

(5) ADJUSTMENTS TO CONVERSION PRICE

changed from representing ten (10) Ordinary Shares to representing twenty (20) Ordinary Shares for any reason other than one or more of the events described in Section (5)(b), the adjusted Conversion Price would be the Conversion Price immediately prior to such adjustment divided by two).

Shares (for purposes of determining the outstanding ordinary share capital and whether dividends or distributions are made to all of the holders of the Ordinary Shares) shall not include Ordinary Shares held in the treasury of the Company (directly or in the form of ADSs) so long as the Company does not pay any dividend or make any distribution on Ordinary Shares held in the treasury of the Company (directly or in the form of ADSs). In the event of any adjustments described below under Section (5)(b), the new Conversion Price will be calculated to four decimal places by rounding to the nearest ten-thousandth (with 0.00005 being rounded upwards to the nearest ten-thousandth, i.e., 0.0001). Any subsequent adjustments will be carried out on the basis of such newly calculated and rounded Conversion Price.

CP'

CP0

OS0

OS'

where,

CP0 = the Conversion Price in effect immediately prior to the Paris Open of Business on the Effective Date of the Share Reduction;

CP' = the Conversion Price in effect immediately after the Paris Open of Business on such Effective Date of the Share Reduction;

OS' = the number of Ordinary Shares comprising the Company’s Ordinary Share capital immediately after the Effective Date of the Share Reduction; and

OS0 = the number of Ordinary Shares comprising the Company’s Ordinary Share capital immediately before the Effective Date of the Share Reduction.

The terms and concepts described above are as understood under Article L. 228-98 of the French Commercial Code.

CP'

CP0

OS'

OS' + FMV

where,

CP' = the Conversion Price in effect immediately after the Paris Close of Business on the last Trading Day of such Subscription Period;

OS' = the Value of the Ordinary Shares Ex-Right; and

FMV = the Value of the Preferential Subscription Right.

CP'

CP0

OS0

OS'

where,

CP' = the Conversion Price in effect immediately after the Paris Close of Business on the Record Date of such distribution, or immediately after the Paris Open of Business on the Effective Date of such share split or reverse share split, as applicable;

OS' = the number of Ordinary Shares comprising the Ordinary Share capital immediately after the Paris Close of Business on the Record Date of such dividend or distribution or after the Paris Open of Business on the Effective Date of such share split or reverse share split, as applicable; and

CP'

CP0

OS' – C

OS'

where,

CP0 = the Conversion Price in effect immediately prior to the Paris Open of Business on the Ex-Dividend Date for such distribution;

CP' = the Conversion Price in effect immediately after the Paris Open of Business on the Ex-Dividend Date for such distribution;

OS' = the Value of the Ordinary Share immediately prior to the Paris Close of Business on the Date of such Distribution; and

C = the cash amount distributed per Ordinary Share or, if the distribution consists of assets other than cash, the Value of the Securities or Assets Distributed per Ordinary Share.

CP'

CP0

OS' – (PC% x RP)

OS' x (1 – PC%)

where,

CR' = the Conversion Price in effect immediately after the Paris Close of Business on the Ordinary Share Repurchase Date;

OS' = the arithmetic average of the VWAP (divided by the number of Ordinary Shares then represented by one ADS) for each of the three Trading Days immediately preceding the Ordinary Share Repurchase Date;

CP'

CP0

OS' – RP

OS'

where,

CP0 = the Conversion Price in effect immediately prior to the Paris Close of Business on the Trading Day immediately preceding the Ex-Redemption Date;

CR' = the Conversion Price in effect immediately after the Paris Close of Business on the Trading Day immediately preceding the Ex-Redemption Date;

OS' = the arithmetic average of the VWAP (divided by the number of Ordinary Shares then represented by one ADS) for each of the three Trading Days immediately preceding the Ex-Redemption Date; and

RP = the amount of redemption (amortissement) per Ordinary Share.

A “redemption (amortissement)” is a reimbursement to the shareholders of all or part of the nominal value of the Ordinary Shares but without triggering any Ordinary Share capital decrease.

CP'

CP0

OS' – C

OS'

where,

CP0 = the Conversion Price in effect immediately prior to the Paris Close of Business on the Effective Date of such modification by the Company of the distribution of its profits;

CP' = the Conversion Price in effect immediately after the Paris Close of Business on the Effective Date of such modification by the Company of the distribution of its profits;

OS' = the arithmetic average of the VWAP (divided by the number of Ordinary Shares then represented by one ADS) for each of the three Trading Days immediately preceding the Effective Date of such modification by the Company of the distribution of its profits; and

C = the reduction per Ordinary Share of the rights to profits, as reasonably determined by the Company or, at the Company’s option, an Independent Expert.

CP'

CP0

OS0 + Y

OS0 + X

where,

CP0 = the Conversion Price in effect immediately prior to the New York Open of Business on the Ex-Dividend Date for the ADSs for such issuance;

CP1 = the Conversion Price in effect immediately after the New York Open of Business on such Ex-Dividend Date;

OS0 = the number of shares of Ordinary Shares (directly or in the form of ADSs) outstanding immediately prior to the New York Open of Business on such Ex-Dividend Date;

X = the total number of shares of Ordinary Shares (directly or in the form of ADSs) issuable pursuant to such rights, options or warrants; and

CP'

CP0

SP0 – FMV

SP0

where,

CP0 = the Conversion Price in effect immediately prior to the New York Open of Business on the Ex-Dividend Date for the ADSs for such distribution;

CP1 = the Conversion Price in effect immediately after the New York Open of Business on such Ex-Dividend Date;

CP'

CP0

MP0

FMV + MP0

where,

CP0 = the Conversion Price in effect immediately prior to the end of the Valuation Period;

CP1 = the Conversion Price in effect immediately after the end of the Valuation Period;

MP0 = the average of the Closing Prices of the ADSs over the Valuation Period.

CP'

CP0

SP0 – C

SP0

where,

CP0 = the Conversion Price in effect immediately prior to the New York Open of Business on the Ex-Dividend Date for the ADSs for such dividend or distribution;

CP1 = the Conversion Price in effect immediately after the New York Open of Business on the Ex-Dividend Date for such dividend or distribution;

C = the amount in cash per Ordinary Share the Company distributes to all or substantially all holders of the Ordinary Shares (directly or in the form of ADSs).

(d) In the case of:

(i) any recapitalization, reclassification or change of the ADSs or Ordinary Shares (other than changes resulting from a subdivision or combination),

(ii) any consolidation, merger, combination or similar transaction involving the Company,

(iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company's Subsidiaries substantially as an entirety or

(iv) any statutory share exchange,

(6) INDEMNIFICATION. With respect to the Company’s obligations under this Debenture and the other Transaction Documents:

(7) REISSUANCE OF THIS DEBENTURE.

If to the Company:

Sequans Communications S.A.

15-55 boulevard Charles de Gaulle

Les Portes de la Défense

92700 Colombes

Republic of France

Email: deborah@sequans.com

Attention: Chief Financial Officer

With a copy (which shall not constitute notice) to:

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18th Floor

New York, New York 10020

Attention: Steven E. Siesser, Esq.

Brooke A. Gillar, Esq.

Email: ssiesser@lowenstein.com;

bgillar@lowenstein.com

and

ARCHERS (AARPI)

28 rue Dumont d’Urville 75116

Paris, France

Attention: Véronique Gedeon

Mark Richardson

Email: mrichardson@archers.fr;

vgedeon@archers.fr

If to the Holder:

Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B

Attention: Waqas Khatri

c/o Ayrton LLC

55 Post Rd W, 2nd floor

Westport, CT 06880

Email: research@ayrton.com; wk@ayrtonllc.com

With a copy (which shall not constitute notice) to:

Daniel Altman

55 Post Rd W, 2nd floor

Westport, CT 06880

Email: daltman@ayrtonllc.com

(11) CHOICE OF LAW; VENUE; WAIVER OF JURY TRIAL

(b) Jurisdiction; Venue; Service.

applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(15) EXISTENCE AND MERGER.

(a) Existence. Subject to Section (15)(B), the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. In

(16) [Reserved.]

(17) CERTAIN DEFINITIONS. For purposes of this Debenture, the following terms shall have the following meanings:

(b) “ADS Delivery Date” shall have the meaning set forth in Section (4)(b)(i).

(d) “Additional Interest Election Notice” shall have the meaning set forth in Section 19(c).

(e) “Applicable Taxes” shall have the meaning set forth in Section (1)(d).

(g) “Beneficial Ownership Cap” shall have the meaning set forth in Section (4)(c)(i).

(h) “Bitcoin” means the Digital Asset commonly referred to as “Bitcoin” (BTC) in the cryptocurrency marketplace.