1032-00003 · Client 1032 · Form F-6

draft-registration-statement-f6.docx DOCUMENT Capital Markets

32 / 77 ← → ✕

Contract analysis Extract to table

As filed with the Securities and Exchange Commission on \\\\\\\\, 2026

Registration No. 333-\\\\\\\\

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

Meridian Trust Company, National Association (Name of Depositary)

101 Barclay Street New York, New York 10286 (Address of Depositary's Principal Executive Offices)

Halcyon Semiconductor Aktiengesellschaft (Name of Issuer of Deposited Securities)

Maximilianstraße 72 80539 Munich Federal Republic of Germany (Address of Issuer's Principal Executive Offices)

Title of Deposited Securities: Ordinary shares (Stammaktien), no par value

Title of American Depositary Shares being registered: American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value

Proposed listing: The ADSs have been approved for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN"

Existing listing of underlying shares: The ordinary shares are listed on the Frankfurt Stock Exchange (Prime Standard segment) under the ticker "HCY" (FRA: HCY)

Calculation of Registration Fee

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").

(2) Calculated in accordance with Rule 457(o) under the Securities Act and the fee rate set forth in Section 6(b) of the Securities Act.

(3) Includes American Depositary Shares that may be issued upon exercise of the underwriters' option to purchase additional ADSs.

(4) The proposed maximum offering price per ADS is calculated as the midpoint of the estimated price range of $39.00 to $45.00 per ADS, as set forth in the concurrent Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) filed by Halcyon Semiconductor Aktiengesellschaft with the Securities and Exchange Commission.

(5) The proposed maximum aggregate offering price is calculated as the product of 24,610,000 ADSs multiplied by the midpoint price of $42.06 per ADS ($42.06 × 24,610,000 = $1,034,886,600). This figure includes the full exercise of the overallotment option.

(6) The filing fee payable hereunder may be offset against the filing fee previously paid or concurrently being paid by Halcyon Semiconductor Aktiengesellschaft in connection with the Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\), pursuant to Rule 457(o) under the Securities Act. To the extent the filing fee for this Registration Statement on Form F-6 is not offset against the fee paid in connection with the Form F-1, it will be paid by wire transfer in accordance with the instructions set forth on the SEC's website.

Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) filed by Halcyon Semiconductor Aktiengesellschaft is declared effective by the Securities and Exchange Commission.

Agent for Service of Process in the United States:

Halcyon Semiconductor USA Inc. Registered Address: 1209 Orange Street, Wilmington, Delaware 19801 Principal Office: 2500 Augustine Drive, Suite 100, Santa Clara, California 95054 EIN: 84-3927561

With a copy to:

Meridian Trust Company, National Association 101 Barclay Street New York, New York 10286

Attention: Patricia Novak, Vice President, Depositary Receipts

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The prospectus to be used in connection with the offering of the American Depositary Shares registered hereby is incorporated by reference from the Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) filed by Halcyon Semiconductor Aktiengesellschaft with the Securities and Exchange Commission (the "Commission" or the "SEC"), in accordance with the provisions of General Instruction II.A of Form F-6, as described below.

Item 1. Description of Securities to be Registered

This Registration Statement on Form F-6 (this "Registration Statement") registers American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value (the "Shares" or "Ordinary Shares"), of Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Halcyon Semiconductor AG," "Halcyon," or the "Company"). The ADSs are evidenced by American Depositary Receipts ("ADRs") issued by Meridian Trust Company, National Association, a national banking association organized under the laws of the United States (the "Depositary"), pursuant to a Deposit Agreement, dated as of \\\\\\\\, 2026 (the "Deposit Agreement"), among Halcyon Semiconductor AG, the Depositary, and all holders and beneficial owners of ADSs issued thereunder from time to time (each, a "Holder" and collectively, the "Holders").

ADS Ratio. Each ADS represents two (2) Ordinary Shares deposited with the Custodian (as defined below) in the Federal Republic of Germany on behalf of the Depositary. An ADS also represents any other securities, cash, or other property that may be held by the Depositary from time to time in respect of the deposited property. The ADS-to-Ordinary Share ratio is subject to adjustment in accordance with the terms of the Deposit Agreement in the event of any change in the Ordinary Shares, including as a result of a stock split, reverse stock split, stock dividend, recapitalization, consolidation, subdivision, or similar event.

Depositary. The Depositary is Meridian Trust Company, National Association, a national banking association organized and existing under the laws of the United States, with its principal offices located at 101 Barclay Street, New York, New York 10286. The key contact for matters relating to the depositary arrangements is Patricia Novak, Vice President, Depositary Receipts, Meridian Trust Company, N.A.

Transfer Agent and Registrar. The transfer agent and registrar for the ADSs is Crestfield Transfer Services Inc. ("Crestfield"), with offices at 6201 15th Avenue, Brooklyn, New York 11219. The key contact at Crestfield for matters relating to the ADSs is Angela Moretti, Director, Corporate Actions. Crestfield will maintain the ADS register and record the issuance, transfer, combination, split-up, and cancellation of ADRs in accordance with the Deposit Agreement.

Custodian. The Ordinary Shares underlying the ADSs are held by a custodian (the "Custodian") in the Federal Republic of Germany on behalf of the Depositary. The identity of the sub-custodian in Germany is to be appointed by the Depositary and will hold the deposited Ordinary Shares through the facilities of Ashgrove Enterprises Banking AG, the central securities depository in Germany. The Custodian will hold the deposited Ordinary Shares in book-entry form through Ashgrove Enterprises Banking AG on behalf of the Depositary. The appointment of the Custodian and any successor custodians is subject to the terms of the Deposit Agreement.

Listing. The ADSs have been approved for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN." The Ordinary Shares underlying the ADSs are listed on the Frankfurt Stock Exchange (FRA: HCY) in the Prime Standard segment. Trading in the ADSs is expected to commence on the Nasdaq Global Select Market on or about the date of effectiveness of the Registration Statement on Form F-1.

Incorporation by Reference. The prospectus contained in the Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) (the "Form F-1"), filed by Halcyon Semiconductor AG with the SEC, is incorporated herein by reference to the extent required by General Instruction II.A of Form F-6. The description of the ADSs and the Deposit Agreement set forth in the Form F-1 prospectus under the caption "Description of American Depositary Shares" shall constitute the Item 1 disclosure for this Registration Statement. Such description includes, among other things, a summary of the material terms of the Deposit Agreement, including the rights and obligations of ADS Holders, the procedures for deposit and withdrawal of Ordinary Shares, dividend and distribution provisions, voting rights, and the fees and charges payable by ADS Holders. The description of the Ordinary Shares set forth in the Form F-1 prospectus under the caption "Description of Share Capital and Articles of Association" is also incorporated herein by reference. Prospective investors should refer to the Form F-1 prospectus for a complete description of the ADSs and the Ordinary Shares.

Eligibility under General Instruction I(A) of Form F-6. The Depositary represents, and the Company has confirmed to the Depositary, that the conditions set forth in General Instruction I(A) of Form F-6 are satisfied as follows:

(i) The Ordinary Shares deposited or to be deposited under the Deposit Agreement are duly authorized and validly issued, fully paid, and non-assessable under the laws of the Federal Republic of Germany, including the German Stock Corporation Act (Aktiengesetz, "AktG"). The Ordinary Shares have been issued in compliance with all applicable provisions of the AktG and the Company's articles of association (Satzung).

(ii) Holders of ADSs are entitled to withdraw the deposited Ordinary Shares at any time, subject only to: (A) temporary delays caused by (1) the closing of the transfer books of the Depositary or the Company, (2) the deposit of Ordinary Shares in connection with voting at any general meeting of shareholders (Hauptversammlung) of the Company or the payment of dividends, or (3) the payment of fees, taxes, and similar charges; and (B) compliance with any laws or governmental regulations relating to the ADSs or the withdrawal of deposited securities. Except as described in the preceding sentence, no other conditions or limitations may be imposed on the right of ADS Holders to withdraw the deposited Ordinary Shares.

(iii) The Ordinary Shares underlying the ADSs are being registered under the Securities Act pursuant to the Form F-1. Upon effectiveness of the Form F-1 and this Registration Statement, the Ordinary Shares deposited under the Deposit Agreement and the ADSs evidenced by ADRs issued by the Depositary will have been registered under the Securities Act.

The Depositary has verified that the foregoing conditions are met on the basis of the representations and warranties provided by the Company in the Deposit Agreement and in the corporate resolutions of the Company's Management Board (Vorstand) and Supervisory Board (Aufsichtsrat) authorizing the establishment of the depositary facility and the deposit of the Ordinary Shares.

Item 2. Fees and Charges

The following is a summary of the fees and charges that the Depositary may collect from Holders and beneficial owners of ADSs in connection with the ADS program:

Annual Depositary Service Fee. The Depositary may charge an annual depositary service fee of $0.05 per ADS per annum, which fee may be charged by the Depositary on any applicable record date, and may be collected at any time after the record date, by deducting the amount of the fee from one or more cash dividends or other cash distributions payable on the ADSs. If no cash distribution is available, the Depositary may bill ADS Holders directly for such fee. The Depositary may, at its discretion, collect such fee in whole or in part on any date during the applicable fee period. ADS Holders who hold their ADSs through brokerage accounts may have the fee debited from their accounts by their broker or nominee.

Issuance Fee. The Depositary may charge a fee of $0.05 per ADS for the issuance and delivery of ADSs upon the deposit of Ordinary Shares (including deposits in connection with a distribution of shares or rights, or other property), the issuance of ADSs pursuant to a stock dividend or stock split declared by the Company, or the issuance of ADSs for any other reason.

Cancellation Fee. The Depositary may charge a fee of $0.05 per ADS for the surrender of ADSs and the withdrawal of the corresponding deposited Ordinary Shares, including in connection with the cancellation of ADSs at the instruction of a Holder or beneficial owner.

Distribution Fee. The Depositary may charge a fee of $0.05 per ADS for the distribution of proceeds from the sale of securities, rights, or other entitlements distributed to ADS Holders, and for any cash distribution made to ADS Holders in respect of the deposited Ordinary Shares.

Permitted Reimbursement Charges. In addition to the fees described above, the Depositary may charge ADS Holders for: (i) cable, telex, facsimile transmission, and delivery charges incurred at the request of ADS Holders in connection with the deposit or withdrawal of Ordinary Shares; (ii) expenses incurred by the Depositary in connection with compliance with foreign exchange control regulations or other governmental requirements applicable to the deposited Ordinary Shares or the ADSs, including but not limited to any German regulatory filings or tax certifications; (iii) transfer or registration fees for the registration or transfer of deposited Ordinary Shares on the share register maintained by the Company or its transfer agent in Germany; (iv) applicable stamp taxes, governmental charges, and other taxes and duties payable in connection with the deposit, withdrawal, transfer, or other transactions involving deposited Ordinary Shares or ADSs; and (v) any other charges specifically permitted by the terms of the Deposit Agreement.

ADS Holders and beneficial owners should refer to Schedule A to the Deposit Agreement, filed as part of Exhibit (a) hereto, for a complete description of the fees and charges applicable to the ADSs. The Depositary may, from time to time and in its discretion, waive or modify certain fees with respect to particular ADS Holders or categories of Holders, subject to the terms of the Deposit Agreement.

The Depositary may also receive reimbursement from the Company for certain expenses incurred by the Depositary in connection with the administration of the ADS program, including but not limited to costs associated with the establishment and maintenance of the ADS program, investor relations activities, and other matters, as described in the Deposit Agreement and in any separate agreement between the Depositary and the Company.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Exhibits

The following exhibits are filed with or incorporated by reference into this Registration Statement:

The Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) filed by Halcyon Semiconductor Aktiengesellschaft with the SEC (including all exhibits thereto) registers the Ordinary Shares underlying the ADSs and the offering of the ADSs. The exhibits to the Form F-1, including the underwriting agreement, opinion of German counsel, and other documents, are hereby incorporated by reference to the extent relevant to the depositary arrangements described herein. Prospective investors should refer to the Form F-1 for a complete listing of exhibits and other documents relating to the offering.

Item 4. Undertakings

(a) Undertaking with Respect to Indemnification.

The registrant, Meridian Trust Company, National Association, hereby undertakes that insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers, and controlling persons of the Depositary pursuant to the provisions of the Deposit Agreement, the articles of association or bylaws of the Depositary, or any agreement, arrangement, or understanding between the Depositary and any other party, 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 Securities 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 hereunder, 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 whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(b) Undertaking with Respect to Effectiveness.

The registrant hereby undertakes to file a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. In addition, the registrant undertakes to file such post-effective amendments as may be necessary to reflect any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. The registrant further undertakes 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.

The Depositary hereby undertakes to file with the Securities and Exchange Commission, on an ongoing basis, copies of all notices, reports, and communications (or summaries thereof) that are sent by the Company to holders of the deposited Ordinary Shares or that are made generally available to holders of the deposited Ordinary Shares, to the extent that such materials are provided to the Depositary by the Company. The Depositary further undertakes to furnish to the SEC any information that the SEC may request from time to time with respect to the depositary arrangements established pursuant to the Deposit Agreement, including information relating to the number of ADSs outstanding, the identity of the Custodian, and the fees and charges collected by the Depositary.

(d) Additional Undertaking Regarding Form F-1 Incorporation.

The Depositary hereby undertakes that the Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) filed by Halcyon Semiconductor Aktiengesellschaft for the registration under the Securities Act of the Ordinary Shares underlying the ADSs and the offering of the ADSs is incorporated herein by reference to the extent described herein and as permitted by General Instruction II of Form F-6. The Depositary further undertakes to inform the SEC promptly if the Form F-1 is withdrawn, abandoned, or otherwise ceases to be effective prior to the commencement of the public offering of the ADSs.

SIGNATURES

Depositary Signature block

MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all of the conditions for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on \\\\\\\\, 2026.

MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION

By: ________

Name: Patricia Novak

Title: Vice President, Depositary Receipts

By: ________

Name: ________

Title: ________

Issuer Authorization

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

The issuer of the deposited securities, Halcyon Semiconductor Aktiengesellschaft, has duly authorized and approved the establishment of the depositary facility described in this Registration Statement and the filing of this Registration Statement on Form F-6 by the Depositary on behalf of the depositary arrangements. Such authorization was effected pursuant to:

(i) A resolution of the Vorstand (Management Board) of Halcyon Semiconductor AG, adopted on \\\\\\\\, 2026, authorizing the Company to enter into the Deposit Agreement with Meridian Trust Company, National Association, and to take all actions necessary and appropriate in connection with the establishment of the ADS program, the filing of this Registration Statement, and the concurrent Registration Statement on Form F-1; and

(ii) An acknowledgment of the Aufsichtsrat (Supervisory Board) of Halcyon Semiconductor AG, dated \\\\\\\\, 2026, noting the actions taken by the Vorstand in connection with the foregoing.

Halcyon Semiconductor Aktiengesellschaft is not a registrant on this Form F-6. The registration of the Ordinary Shares underlying the ADSs under the Securities Act is effected through the concurrent Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) filed by Halcyon Semiconductor AG. Halcyon Semiconductor AG has authorized and consented to the filing of this Registration Statement on Form F-6 and to the incorporation by reference herein of the Form F-1 prospectus to the extent described herein.

Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of Halcyon Semiconductor Aktiengesellschaft in the United States, has signed this Registration Statement in the City of New York, State of New York, on \\\\\\\\, 2026.

HALCYON SEMICONDUCTOR USA INC. Authorized Representative in the United States of Halcyon Semiconductor Aktiengesellschaft

By: ________

Name: ________

Title: ________

Address: 2500 Augustine Drive, Suite 100

Santa Clara, California 95054

Registered Agent: 1209 Orange Street Wilmington, Delaware 19801

Powers of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below on this Registration Statement hereby constitutes and appoints each of Patricia Novak and \\\\\\\\, severally and not jointly, as 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 on Form F-6, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each 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 and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney is filed as Exhibit (g)(1) to this Registration Statement.

EXHIBIT (a)

DEPOSIT AGREEMENT

Note: The full Deposit Agreement is a separate document and is filed as Exhibit (a) to this Registration Statement. The following is a brief description of the Deposit Agreement to be attached hereto.

The Deposit Agreement, dated as of \\\\\\\\, 2026, is entered into among the following parties:

Issuer: Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Munich under HRB 217458, with its registered office at Maximilianstraße 72, 80539 Munich, Federal Republic of Germany (the "Company");

Depositary: Meridian Trust Company, National Association, a national banking association organized under the laws of the United States, with its principal offices at 101 Barclay Street, New York, New York 10286 (the "Depositary"); and

Holders: All holders and beneficial owners from time to time of American Depositary Shares issued under the Deposit Agreement.

Governing Law. The Deposit Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

ADS Ratio. Each American Depositary Share represents two (2) Ordinary Shares (Stammaktien), no par value, of the Company. The ADS ratio is subject to adjustment as provided in the Deposit Agreement.

Deposited Securities. The deposited securities consist of Ordinary Shares of Halcyon Semiconductor AG deposited with the Custodian in the Federal Republic of Germany on behalf of the Depositary. The Custodian holds the deposited Ordinary Shares in book-entry form through the facilities of Ashgrove Enterprises Banking AG, the German central securities depository.

Summary of Key Terms. The following is a summary of the key terms of the Deposit Agreement:

Deposit and Withdrawal Mechanics. The Deposit Agreement sets forth the procedures pursuant to which Ordinary Shares may be deposited with the Custodian and ADSs issued in respect thereof, and the procedures pursuant to which ADSs may be surrendered for cancellation and the underlying Ordinary Shares withdrawn from the depositary facility. Deposits may be made by delivering Ordinary Shares to the account of the Custodian at Ashgrove Enterprises Banking AG, together with such documents and instruments as the Depositary may require. Withdrawals may be effected by surrendering ADSs to the Depositary, together with written instructions for the delivery of the underlying Ordinary Shares and payment of any applicable fees and charges.

Issuance and Cancellation of ADSs. The Depositary will issue ADSs upon the deposit of Ordinary Shares with the Custodian, and will cancel ADSs upon the surrender thereof and the withdrawal of the underlying Ordinary Shares, in each case subject to the terms of the Deposit Agreement and the payment of all applicable fees and charges.

Dividend and Distribution Provisions. The Depositary will distribute to ADS Holders any cash dividends or other cash distributions received by the Depositary or the Custodian in respect of the deposited Ordinary Shares, net of any applicable fees, charges, and taxes. Cash distributions received in euros (EUR) will be converted by the Depositary into United States dollars (USD) at the applicable exchange rate. For illustrative purposes, as of January 10, 2026, the EUR/USD exchange rate was approximately 1.078. The actual exchange rate applied to any distribution will be determined by the Depositary at the time of conversion and may differ from the illustrative rate. In the event that the Depositary determines that any distribution in property (other than cash or Ordinary Shares) cannot reasonably be made proportionately among ADS Holders, the Depositary may adopt any method it deems equitable and practicable for making such distribution.

German Withholding Tax. Dividends paid on the Ordinary Shares are generally subject to German withholding tax at a statutory rate of 26.375% (consisting of 25% capital gains tax (Kapitalertragsteuer) plus 5.5% solidarity surcharge (Solidaritätszuschlag) thereon). United States holders of ADSs may be eligible to claim a reduced withholding tax rate of 15% on dividends under Article 10 of the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (the "US-Germany Tax Treaty"), subject to the filing of applicable certification forms and compliance with refund procedures established by the German Federal Central Tax Office (Bundeszentralamt für Steuern). The Deposit Agreement contains provisions relating to the Company's and the Depositary's obligations with respect to German withholding tax, including the Depositary's obligation to cooperate with ADS Holders in connection with claims for reduced withholding or refunds of excess withholding under the US-Germany Tax Treaty.

Voting Instruction Procedures. Upon receipt from the Company of notice of any general meeting of shareholders (Hauptversammlung) or any solicitation of consents or proxies of holders of Ordinary Shares, the Depositary will, if requested by the Company and at the Company's expense, distribute to ADS Holders the notice of such meeting (or a summary thereof) together with voting instruction materials. The Depositary will endeavor, insofar as practicable, to vote or cause to be voted the deposited Ordinary Shares in accordance with the voting instructions received from ADS Holders, subject to the laws of the Federal Republic of Germany and the Company's articles of association (Satzung). ADS Holders who do not provide timely voting instructions to the Depositary will not have their Ordinary Shares voted, unless the Deposit Agreement provides for a discretionary proxy to the Depositary under certain circumstances, as described therein.

Pre-emptive Rights Treatment. In the event that the Company offers or causes to be offered pre-emptive rights (Bezugsrechte) to holders of Ordinary Shares in connection with a capital increase or other issuance of securities, the Depositary will, if practicable and if permitted by applicable law, distribute to ADS Holders evidence of the right to subscribe for additional ADSs or, at the direction of the Company, sell such rights and distribute the net proceeds to ADS Holders. If the Depositary determines that it is not lawful or not practicable to make such rights available to ADS Holders, the Depositary may, in its discretion, sell or otherwise dispose of such rights and distribute the net proceeds, if any, to ADS Holders.

Liability Limitations of Depositary. The Deposit Agreement limits the liability of the Depositary and its agents in certain circumstances, including, without limitation, acts or omissions of the Depositary or its agents that are not the result of negligence or bad faith, delays or inabilities to perform obligations due to the condition of the securities markets in the United States or abroad, changes in law or regulation, acts of government, war, terrorism, or other events beyond the Depositary's reasonable control. The Deposit Agreement also provides that the Depositary shall not be liable for the acts or omissions of any custodian, clearing agency, or securities depository, except to the extent that such acts or omissions are the result of the Depositary's negligence in appointing or monitoring such party.

Fee Schedule. The Deposit Agreement provides for the fees and charges summarized above under Item 2 ("Fees and Charges"), including the annual depositary service fee of $0.05 per ADS per annum, issuance fees, cancellation fees, distribution fees, and reimbursable charges. The full fee schedule is set forth in Schedule A to the Deposit Agreement and is filed as Exhibit (a)(2) to this Registration Statement.

Amendment and Termination. The Company and the Depositary may amend the Deposit Agreement and the form of ADR at any time and from time to time, without the consent of ADS Holders, for any reason. If an amendment imposes or increases any fee or charge (other than taxes and other governmental charges, registration fees, cable, telex, or facsimile transmission costs, delivery costs, or other such expenses), or otherwise prejudices a substantial existing right of ADS Holders, it will not become effective as to outstanding ADSs until 30 days after notice thereof has been given to ADS Holders. The Depositary may terminate the Deposit Agreement at any time by giving at least 90 days' prior written notice to the Company, and the Company may terminate the Deposit Agreement at any time by giving at least 90 days' prior written notice to the Depositary.

Reporting and Disclosure Obligations. The Depositary undertakes to make available to ADS Holders all reports, notices, and other communications received from the Company that are made generally available to holders of the Ordinary Shares. The Depositary will also comply with all applicable SEC filing obligations, including the filing of annual reports on Form F-6 amendments and any other reports required by the Securities Act or the Securities Exchange Act of 1934, as amended.

The foregoing description is a summary only and is qualified in its entirety by reference to the full text of the Deposit Agreement, which is filed as Exhibit (a) to this Registration Statement.

EXHIBIT (a)(1)

FORM OF AMERICAN DEPOSITARY RECEIPT

Note: The full form of American Depositary Receipt is a separate document and is included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement. The following is a brief description of the form of ADR.

The American Depositary Receipts evidencing the ADSs are issued by Meridian Trust Company, National Association, as Depositary. Each ADR evidences a specified number of American Depositary Shares, each representing two (2) Ordinary Shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft.

Identifying Information.

• CUSIP: To be assigned upon filing.

• ISIN: To be assigned upon filing.

• Issuer of Deposited Securities: Halcyon Semiconductor Aktiengesellschaft.

• Depositary: Meridian Trust Company, National Association.

• ADS Ratio: 1 ADS = 2 Ordinary Shares.

Certificate Form. The face of each ADR certificate includes the following: the name of the Depositary; the name of the issuer of the deposited securities; the ADS ratio; a legend describing the rights and limitations associated with the ADSs, including a reference to the Deposit Agreement; the CUSIP number; and such other information as may be required by applicable law or the rules of the Nasdaq Global Select Market or The Depository Trust Company.

The reverse of each ADR certificate includes a summary of certain material terms of the Deposit Agreement, including a description of the fees and charges payable by ADS Holders, the procedures for transfer and surrender of ADSs, and any applicable transfer restrictions or legends. The reverse also contains such other information as the Depositary may determine to be necessary or appropriate.

DTC Eligibility. The ADSs are eligible for deposit and book-entry transfer through the facilities of The Depository Trust Company ("DTC"). ADSs held through DTC will be registered in the name of DTC's nominee, Cede & Co., and individual ADS Holders who hold their ADSs through DTC participants (such as brokers, banks, and other financial institutions) will hold beneficial interests in such ADSs through their accounts with DTC participants. The rights of beneficial owners who hold ADSs through DTC are governed by the arrangements between such beneficial owners and their DTC participants, as well as the rules and procedures of DTC.

The foregoing description is a summary only and is qualified in its entirety by reference to the full form of American Depositary Receipt, which is included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement.

EXHIBIT (a)(2)

FEE SCHEDULE

Note: The full Fee Schedule is a separate document and is included as Schedule A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement. The following is a brief description of the fee schedule applicable to the ADSs.

The following fees and charges are applicable to ADS Holders and beneficial owners of ADSs issued under the Deposit Agreement:

The foregoing summary is qualified in its entirety by reference to the full Fee Schedule set forth in Schedule A to the Deposit Agreement, which is filed as part of Exhibit (a) to this Registration Statement. ADS Holders and beneficial owners should review the full Fee Schedule for a complete description of all applicable fees and charges.

APPENDIX: CROSS-REFERENCES AND COORDINATION NOTES

The following appendix is provided for internal reference purposes in connection with the preparation and filing of this Registration Statement and the concurrent Registration Statement on Form F-1. This appendix does not constitute part of the Registration Statement and will not be included in the version filed with the SEC.

A. Coordination with Form F-1

The Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) is being filed concurrently with this Registration Statement on Form F-6 by Halcyon Semiconductor Aktiengesellschaft. The Form F-1 registers the public offering of up to 24,610,000 ADSs (consisting of 21,400,000 base deal ADSs plus 3,210,000 overallotment option ADSs) at a proposed price range of $39.00 to $45.00 per ADS.

Targeted gross proceeds of the offering are approximately $900,000,000 for the base deal (based on 21,400,000 ADSs at the midpoint price of approximately $42.06 per ADS), and up to approximately $1,034,886,600 including the full exercise of the overallotment option by the underwriters.

The 21,400,000 base deal ADSs are comprised of:

(i) 15,000,000 primary ADSs (representing 30,000,000 new Ordinary Shares to be issued by Halcyon Semiconductor AG from authorized but unissued share capital); and

(ii) 6,400,000 secondary ADSs (representing 12,800,000 existing Ordinary Shares being sold by the following selling shareholders):

• Rheintal Industrieholding GmbH: 8,500,000 Ordinary Shares (equivalent to 4,250,000 ADSs)

• Kestrel Capital Partners AG: 4,300,000 Ordinary Shares (equivalent to 2,150,000 ADSs)

This Form F-6 must be declared effective simultaneously with, or prior to, the effectiveness of the Form F-1. The target SEC effectiveness date for both registration statements is June 22, 2026.

B. Issuer Information

The following information is provided for reference in connection with the Form F-6 disclosure:

Issuer: Halcyon Semiconductor Aktiengesellschaft

Commercial Register: Registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Munich under HRB 217458

LEI: 5299007KBTVZ3XQHGL48

Industry: Advanced power semiconductor devices — silicon carbide (SiC) and gallium nitride (GaN) chips for automotive, industrial, and renewable energy applications

Founded: 1997

Employees: Approximately 8,400 worldwide

FY2025 Revenue (unaudited): €3,820 million (approximately $4,118 million at EUR/USD 1.078)

Outstanding Shares (pre-offering): 215,000,000 Ordinary Shares, no par value

Post-offering Shares Outstanding (assuming full primary issuance): 245,000,000 Ordinary Shares (after issuance of 30,000,000 new Ordinary Shares)

Market Capitalization (as of January 10, 2026): Approximately €8.6 billion (based on the Frankfurt Stock Exchange closing price)

Existing Listing: Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment

FPI Status: Halcyon Semiconductor AG qualifies as a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended

Key Officers:

• Supervisory Board Chair (Aufsichtsratsvorsitzende): Prof. Dr. Anneliese Voss

• Chief Executive Officer (Vorstandsvorsitzender): Dr. Friedrich Wendt

• Chief Financial Officer (Finanzvorstand): Katarina Dalmqvist

• General Counsel (Chefjustiziar): Wilhelm Ostermann

C. Key Advisors

US Counsel to Issuer: Calderwood & Harkness LLP, One Liberty Plaza, 42nd Floor, New York, New York 10006 (Vivienne St. Claire, Robert Adeyemi, Claire Dempsey, Audrey Zhou, Leonard Cross)

US Counsel to Underwriters: Varen & Kessler LLP, 51 West 52nd Street, New York, New York 10019 (Martin Ashford, Priya Ranganathan)

German Counsel to Issuer: Bähr Stein Rechtsanwälte PartGmbB, Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Federal Republic of Germany (Dr. Christoph Maurelban, Johanna Weiß)

German Counsel to Underwriters: Prumvane Thornton LLP, Neue Mainzer Straße 52, 60311 Frankfurt am Main, Federal Republic of Germany (Dr. Stefan Braun)

Independent Auditors: Blackmere & Whitfield LLP (Graham Templeton, 7 Times Square, New York, New York 10036) / Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Dieter Kaufmann, Ganghoferstraße 29, 80339 Munich, Federal Republic of Germany)

D. Underwriting Syndicate

Gross Spread: 3.50% of gross proceeds ($31,500,000 on the base deal of $900,000,000, assuming pricing at the midpoint of the range).

E. Material Subsidiaries

F. Filing Timeline

G. Post-Listing Reporting

Following effectiveness of the Form F-1 and listing of the ADSs on the Nasdaq Global Select Market, Halcyon Semiconductor AG will file annual reports on Form 20-F and furnish current reports on Form 6-K with the SEC as a foreign private issuer. The first annual report on Form 20-F is expected to be filed for the fiscal year ending December 31, 2026. An assessment of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 will first be required for the fiscal year ending December 31, 2027 (assuming the Company qualifies as an "emerging growth company" or otherwise benefits from a phase-in exemption).

The Company's SEC Central Index Key (CIK) number will be assigned upon the initial EDGAR filing of the Registration Statement on Form F-1.

Calderwood & Harkness LLP Matter Number: 1032-00003

This appendix is for internal use only and will be removed from the version of the Registration Statement filed with the Securities and Exchange Commission.

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per ADS(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
American Depositary Shares, each representing two (2) ordinary shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft	Up to 24,610,000 ADSs (consisting of 21,400,000 base ADSs plus 3,210,000 overallotment ADSs)(3)	$42.06(4)	$1,034,886,600(5)	$(6)
Exhibit No.	Description	Filing Status
(a)	Deposit Agreement, dated as of \\\\\\\\, 2026, among Halcyon Semiconductor Aktiengesellschaft, Meridian Trust Company, National Association, as Depositary, and all holders and beneficial owners of American Depositary Shares issued thereunder	Filed herewith
(a)(1)	Form of American Depositary Receipt (included as Exhibit A to the Deposit Agreement)	Filed herewith (as part of Exhibit (a))
(a)(2)	Fee Schedule (included as Schedule A to the Deposit Agreement)	Filed herewith (as part of Exhibit (a))
(b)	Not applicable — no special depositary receipt facility for restricted depositary shares is being established in connection with this Registration Statement	N/A
(c)	Not applicable	N/A
(d)	Opinion of Calderwood & Harkness LLP, counsel to Halcyon Semiconductor AG, as to the legality of the American Depositary Shares being registered	To be filed by amendment
(e)	Consent of Calderwood & Harkness LLP	To be filed by amendment
(f)	Consent of Blackmere & Whitfield LLP, independent registered public accounting firm (PCAOB ID No. \\\\\\\\; New York office: 7 Times Square, New York, New York 10036; Munich office: Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, Ganghoferstraße 29, 80339 Munich, Federal Republic of Germany)	To be filed by amendment
(g)(1)	Powers of Attorney (included on the signature page of this Registration Statement)	Filed herewith
(g)(2)	Authorization of Halcyon Semiconductor Aktiengesellschaft authorizing Meridian Trust Company, National Association, to act as Depositary — consisting of the resolutions of the Vorstand (Management Board) of Halcyon Semiconductor AG, dated \\\\\\\\, 2026, and, to the extent applicable, the acknowledgment of the Aufsichtsrat (Supervisory Board) of Halcyon Semiconductor AG, dated \\\\\\\\, 2026	To be filed by amendment
(h)	Not applicable	N/A
Fee or Charge	Amount
Annual Depositary Service Fee	$0.05 per ADS per annum
Issuance Fee (upon deposit of Ordinary Shares)	$0.05 per ADS
Cancellation Fee (upon withdrawal of Ordinary Shares)	$0.05 per ADS
Distribution Fee (for cash distributions)	$0.05 per ADS
Cable, Telex, Facsimile, and Delivery Charges	Actual cost incurred
Foreign Exchange Control Compliance Expenses	Actual cost incurred
Transfer/Registration Fees on Foreign Register	Actual cost incurred
Taxes, Governmental Charges, and Duties	As applicable
Role	Firm	Address	Key Contact	Economics
Lead Left Bookrunner	Westbridge Securities LLC	383 Madison Avenue, New York, NY 10179	Jonathan Hartwell, Managing Director	40% ($12,600,000)

Joint Bookrunner	Pinnacle Morgan & Co., Inc.	200 Park Avenue, New York, NY 10166	Sarah Okonkwo	30% ($9,450,000)
Joint Bookrunner	Andover Barcliffe Group Inc.	1251 Avenue of the Americas, New York, NY 10020	David Reinhardt	20% ($6,300,000)
Co-Manager	Northpointe Capital LLC	140 Broadway, New York, NY 10005	Lisa Cheng	10% ($3,150,000)
Entity	Jurisdiction	Ownership	Function
Halcyon Semiconductor USA Inc.	Delaware, USA	100%	US sales, application engineering, customer support
Halcyon Power Solutions GmbH	Dresden, Germany	100%	SiC fabrication (Fab 2 operational; Fab 3 under construction)
Halcyon Asia Pacific Pte. Ltd.	Singapore	100%	APAC sales hub and distribution
Halcyon Shanghai Semiconductor Co., Ltd.	Shanghai, PRC	100% (WFOE)	China sales and engineering
Halcyon Automotive Components s.r.o.	Brno, Czech Republic	100%	Module assembly and testing
Milestone	Target Date
Confidential submission of Form F-1	April 14, 2026
Form F-6 filing (concurrent with or shortly after initial Form F-1 filing)	April 14, 2026
SEC first comment letter on Form F-1 (estimated)	May 12, 2026
Amendment No. 1 to Form F-1 (response to comments)	May 26, 2026
Public filing of Registration Statement (Form F-1 and Form F-6)	June 8, 2026
SEC effectiveness (Form F-1 and Form F-6)	June 22, 2026
Roadshow launch	June 23, 2026
Pricing	July 1, 2026
Closing / Settlement (T+2)	July 6, 2026
Overallotment option (greenshoe) expiration	July 31, 2026
Lock-up expiration (180 days post-pricing)	December 28, 2026

As filed with the Securities and Exchange Commission on \\\\\\\\, 2026
Registration No. 333-\\\\\\\\
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
Meridian Trust Company, National Association (Name of Depositary)
101 Barclay Street New York, New York 10286 (Address of Depositary's Principal Executive Offices)
Halcyon Semiconductor Aktiengesellschaft (Name of Issuer of Deposited Securities)
Maximilianstraße 72 80539 Munich Federal Republic of Germany (Address of Issuer's Principal Executive Offices)
Title of Deposited Securities: Ordinary shares (Stammaktien), no par value
Title of American Depositary Shares being registered: American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value
Proposed listing: The ADSs have been approved for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN"
Existing listing of underlying shares: The ordinary shares are listed on the Frankfurt Stock Exchange (Prime Standard segment) under the ticker "HCY" (FRA: HCY)
Calculation of Registration Fee
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").
(2) Calculated in accordance with Rule 457(o) under the Securities Act and the fee rate set forth in Section 6(b) of the Securities Act.
(3) Includes American Depositary Shares that may be issued upon exercise of the underwriters' option to purchase additional ADSs.
(4) The proposed maximum offering price per ADS is calculated as the midpoint of the estimated price range of $39.00 to $45.00 per ADS, as set forth in the concurrent Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) filed by Halcyon Semiconductor Aktiengesellschaft with the Securities and Exchange Commission.
(5) The proposed maximum aggregate offering price is calculated as the product of 24,610,000 ADSs multiplied by the midpoint price of $42.06 per ADS ($42.06 × 24,610,000 = $1,034,886,600). This figure includes the full exercise of the overallotment option.
(6) The filing fee payable hereunder may be offset against the filing fee previously paid or concurrently being paid by Halcyon Semiconductor Aktiengesellschaft in connection with the Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\), pursuant to Rule 457(o) under the Securities Act. To the extent the filing fee for this Registration Statement on Form F-6 is not offset against the fee paid in connection with the Form F-1, it will be paid by wire transfer in accordance with the instructions set forth on the SEC's website.
Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) filed by Halcyon Semiconductor Aktiengesellschaft is declared effective by the Securities and Exchange Commission.
Agent for Service of Process in the United States:
Halcyon Semiconductor USA Inc. Registered Address: 1209 Orange Street, Wilmington, Delaware 19801 Principal Office: 2500 Augustine Drive, Suite 100, Santa Clara, California 95054 EIN: 84-3927561
With a copy to:
Meridian Trust Company, National Association 101 Barclay Street New York, New York 10286
Attention: Patricia Novak, Vice President, Depositary Receipts
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The prospectus to be used in connection with the offering of the American Depositary Shares registered hereby is incorporated by reference from the Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) filed by Halcyon Semiconductor Aktiengesellschaft with the Securities and Exchange Commission (the "Commission" or the "SEC"), in accordance with the provisions of General Instruction II.A of Form F-6, as described below.
Item 1. Description of Securities to be Registered
This Registration Statement on Form F-6 (this "Registration Statement") registers American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value (the "Shares" or "Ordinary Shares"), of Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Halcyon Semiconductor AG," "Halcyon," or the "Company"). The ADSs are evidenced by American Depositary Receipts ("ADRs") issued by Meridian Trust Company, National Association, a national banking association organized under the laws of the United States (the "Depositary"), pursuant to a Deposit Agreement, dated as of \\\\\\\\, 2026 (the "Deposit Agreement"), among Halcyon Semiconductor AG, the Depositary, and all holders and beneficial owners of ADSs issued thereunder from time to time (each, a "Holder" and collectively, the "Holders").
ADS Ratio. Each ADS represents two (2) Ordinary Shares deposited with the Custodian (as defined below) in the Federal Republic of Germany on behalf of the Depositary. An ADS also represents any other securities, cash, or other property that may be held by the Depositary from time to time in respect of the deposited property. The ADS-to-Ordinary Share ratio is subject to adjustment in accordance with the terms of the Deposit Agreement in the event of any change in the Ordinary Shares, including as a result of a stock split, reverse stock split, stock dividend, recapitalization, consolidation, subdivision, or similar event.
Depositary. The Depositary is Meridian Trust Company, National Association, a national banking association organized and existing under the laws of the United States, with its principal offices located at 101 Barclay Street, New York, New York 10286. The key contact for matters relating to the depositary arrangements is Patricia Novak, Vice President, Depositary Receipts, Meridian Trust Company, N.A.
Transfer Agent and Registrar. The transfer agent and registrar for the ADSs is Crestfield Transfer Services Inc. ("Crestfield"), with offices at 6201 15th Avenue, Brooklyn, New York 11219. The key contact at Crestfield for matters relating to the ADSs is Angela Moretti, Director, Corporate Actions. Crestfield will maintain the ADS register and record the issuance, transfer, combination, split-up, and cancellation of ADRs in accordance with the Deposit Agreement.
Custodian. The Ordinary Shares underlying the ADSs are held by a custodian (the "Custodian") in the Federal Republic of Germany on behalf of the Depositary. The identity of the sub-custodian in Germany is to be appointed by the Depositary and will hold the deposited Ordinary Shares through the facilities of Ashgrove Enterprises Banking AG, the central securities depository in Germany. The Custodian will hold the deposited Ordinary Shares in book-entry form through Ashgrove Enterprises Banking AG on behalf of the Depositary. The appointment of the Custodian and any successor custodians is subject to the terms of the Deposit Agreement.
Listing. The ADSs have been approved for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN." The Ordinary Shares underlying the ADSs are listed on the Frankfurt Stock Exchange (FRA: HCY) in the Prime Standard segment. Trading in the ADSs is expected to commence on the Nasdaq Global Select Market on or about the date of effectiveness of the Registration Statement on Form F-1.
Incorporation by Reference. The prospectus contained in the Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) (the "Form F-1"), filed by Halcyon Semiconductor AG with the SEC, is incorporated herein by reference to the extent required by General Instruction II.A of Form F-6. The description of the ADSs and the Deposit Agreement set forth in the Form F-1 prospectus under the caption "Description of American Depositary Shares" shall constitute the Item 1 disclosure for this Registration Statement. Such description includes, among other things, a summary of the material terms of the Deposit Agreement, including the rights and obligations of ADS Holders, the procedures for deposit and withdrawal of Ordinary Shares, dividend and distribution provisions, voting rights, and the fees and charges payable by ADS Holders. The description of the Ordinary Shares set forth in the Form F-1 prospectus under the caption "Description of Share Capital and Articles of Association" is also incorporated herein by reference. Prospective investors should refer to the Form F-1 prospectus for a complete description of the ADSs and the Ordinary Shares.
Eligibility under General Instruction I(A) of Form F-6. The Depositary represents, and the Company has confirmed to the Depositary, that the conditions set forth in General Instruction I(A) of Form F-6 are satisfied as follows:
(i) The Ordinary Shares deposited or to be deposited under the Deposit Agreement are duly authorized and validly issued, fully paid, and non-assessable under the laws of the Federal Republic of Germany, including the German Stock Corporation Act (Aktiengesetz, "AktG"). The Ordinary Shares have been issued in compliance with all applicable provisions of the AktG and the Company's articles of association (Satzung).
(ii) Holders of ADSs are entitled to withdraw the deposited Ordinary Shares at any time, subject only to: (A) temporary delays caused by (1) the closing of the transfer books of the Depositary or the Company, (2) the deposit of Ordinary Shares in connection with voting at any general meeting of shareholders (Hauptversammlung) of the Company or the payment of dividends, or (3) the payment of fees, taxes, and similar charges; and (B) compliance with any laws or governmental regulations relating to the ADSs or the withdrawal of deposited securities. Except as described in the preceding sentence, no other conditions or limitations may be imposed on the right of ADS Holders to withdraw the deposited Ordinary Shares.
(iii) The Ordinary Shares underlying the ADSs are being registered under the Securities Act pursuant to the Form F-1. Upon effectiveness of the Form F-1 and this Registration Statement, the Ordinary Shares deposited under the Deposit Agreement and the ADSs evidenced by ADRs issued by the Depositary will have been registered under the Securities Act.
The Depositary has verified that the foregoing conditions are met on the basis of the representations and warranties provided by the Company in the Deposit Agreement and in the corporate resolutions of the Company's Management Board (Vorstand) and Supervisory Board (Aufsichtsrat) authorizing the establishment of the depositary facility and the deposit of the Ordinary Shares.
Item 2. Fees and Charges
The following is a summary of the fees and charges that the Depositary may collect from Holders and beneficial owners of ADSs in connection with the ADS program:
Annual Depositary Service Fee. The Depositary may charge an annual depositary service fee of $0.05 per ADS per annum, which fee may be charged by the Depositary on any applicable record date, and may be collected at any time after the record date, by deducting the amount of the fee from one or more cash dividends or other cash distributions payable on the ADSs. If no cash distribution is available, the Depositary may bill ADS Holders directly for such fee. The Depositary may, at its discretion, collect such fee in whole or in part on any date during the applicable fee period. ADS Holders who hold their ADSs through brokerage accounts may have the fee debited from their accounts by their broker or nominee.
Issuance Fee. The Depositary may charge a fee of $0.05 per ADS for the issuance and delivery of ADSs upon the deposit of Ordinary Shares (including deposits in connection with a distribution of shares or rights, or other property), the issuance of ADSs pursuant to a stock dividend or stock split declared by the Company, or the issuance of ADSs for any other reason.
Cancellation Fee. The Depositary may charge a fee of $0.05 per ADS for the surrender of ADSs and the withdrawal of the corresponding deposited Ordinary Shares, including in connection with the cancellation of ADSs at the instruction of a Holder or beneficial owner.
Distribution Fee. The Depositary may charge a fee of $0.05 per ADS for the distribution of proceeds from the sale of securities, rights, or other entitlements distributed to ADS Holders, and for any cash distribution made to ADS Holders in respect of the deposited Ordinary Shares.
Permitted Reimbursement Charges. In addition to the fees described above, the Depositary may charge ADS Holders for: (i) cable, telex, facsimile transmission, and delivery charges incurred at the request of ADS Holders in connection with the deposit or withdrawal of Ordinary Shares; (ii) expenses incurred by the Depositary in connection with compliance with foreign exchange control regulations or other governmental requirements applicable to the deposited Ordinary Shares or the ADSs, including but not limited to any German regulatory filings or tax certifications; (iii) transfer or registration fees for the registration or transfer of deposited Ordinary Shares on the share register maintained by the Company or its transfer agent in Germany; (iv) applicable stamp taxes, governmental charges, and other taxes and duties payable in connection with the deposit, withdrawal, transfer, or other transactions involving deposited Ordinary Shares or ADSs; and (v) any other charges specifically permitted by the terms of the Deposit Agreement.
ADS Holders and beneficial owners should refer to Schedule A to the Deposit Agreement, filed as part of Exhibit (a) hereto, for a complete description of the fees and charges applicable to the ADSs. The Depositary may, from time to time and in its discretion, waive or modify certain fees with respect to particular ADS Holders or categories of Holders, subject to the terms of the Deposit Agreement.
The Depositary may also receive reimbursement from the Company for certain expenses incurred by the Depositary in connection with the administration of the ADS program, including but not limited to costs associated with the establishment and maintenance of the ADS program, investor relations activities, and other matters, as described in the Deposit Agreement and in any separate agreement between the Depositary and the Company.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
The following exhibits are filed with or incorporated by reference into this Registration Statement:
The Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) filed by Halcyon Semiconductor Aktiengesellschaft with the SEC (including all exhibits thereto) registers the Ordinary Shares underlying the ADSs and the offering of the ADSs. The exhibits to the Form F-1, including the underwriting agreement, opinion of German counsel, and other documents, are hereby incorporated by reference to the extent relevant to the depositary arrangements described herein. Prospective investors should refer to the Form F-1 for a complete listing of exhibits and other documents relating to the offering.
Item 4. Undertakings
(a) Undertaking with Respect to Indemnification.
The registrant, Meridian Trust Company, National Association, hereby undertakes that insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers, and controlling persons of the Depositary pursuant to the provisions of the Deposit Agreement, the articles of association or bylaws of the Depositary, or any agreement, arrangement, or understanding between the Depositary and any other party, 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 Securities 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 hereunder, 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 whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(b) Undertaking with Respect to Effectiveness.
The registrant hereby undertakes to file a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. In addition, the registrant undertakes to file such post-effective amendments as may be necessary to reflect any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. The registrant further undertakes 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.
(c) Undertaking to File Reports.
The Depositary hereby undertakes to file with the Securities and Exchange Commission, on an ongoing basis, copies of all notices, reports, and communications (or summaries thereof) that are sent by the Company to holders of the deposited Ordinary Shares or that are made generally available to holders of the deposited Ordinary Shares, to the extent that such materials are provided to the Depositary by the Company. The Depositary further undertakes to furnish to the SEC any information that the SEC may request from time to time with respect to the depositary arrangements established pursuant to the Deposit Agreement, including information relating to the number of ADSs outstanding, the identity of the Custodian, and the fees and charges collected by the Depositary.
(d) Additional Undertaking Regarding Form F-1 Incorporation.
The Depositary hereby undertakes that the Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) filed by Halcyon Semiconductor Aktiengesellschaft for the registration under the Securities Act of the Ordinary Shares underlying the ADSs and the offering of the ADSs is incorporated herein by reference to the extent described herein and as permitted by General Instruction II of Form F-6. The Depositary further undertakes to inform the SEC promptly if the Form F-1 is withdrawn, abandoned, or otherwise ceases to be effective prior to the commencement of the public offering of the ADSs.
SIGNATURES
Depositary Signature block
MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all of the conditions for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on \\\\\\\\, 2026.
MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION
By: ________
Name: Patricia Novak
Title: Vice President, Depositary Receipts
By: ________
Name: ________
Title: ________
Issuer Authorization
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
The issuer of the deposited securities, Halcyon Semiconductor Aktiengesellschaft, has duly authorized and approved the establishment of the depositary facility described in this Registration Statement and the filing of this Registration Statement on Form F-6 by the Depositary on behalf of the depositary arrangements. Such authorization was effected pursuant to:
(i) A resolution of the Vorstand (Management Board) of Halcyon Semiconductor AG, adopted on \\\\\\\\, 2026, authorizing the Company to enter into the Deposit Agreement with Meridian Trust Company, National Association, and to take all actions necessary and appropriate in connection with the establishment of the ADS program, the filing of this Registration Statement, and the concurrent Registration Statement on Form F-1; and
(ii) An acknowledgment of the Aufsichtsrat (Supervisory Board) of Halcyon Semiconductor AG, dated \\\\\\\\, 2026, noting the actions taken by the Vorstand in connection with the foregoing.
Halcyon Semiconductor Aktiengesellschaft is not a registrant on this Form F-6. The registration of the Ordinary Shares underlying the ADSs under the Securities Act is effected through the concurrent Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) filed by Halcyon Semiconductor AG. Halcyon Semiconductor AG has authorized and consented to the filing of this Registration Statement on Form F-6 and to the incorporation by reference herein of the Form F-1 prospectus to the extent described herein.
Authorized Representative in the United States
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of Halcyon Semiconductor Aktiengesellschaft in the United States, has signed this Registration Statement in the City of New York, State of New York, on \\\\\\\\, 2026.
HALCYON SEMICONDUCTOR USA INC. Authorized Representative in the United States of Halcyon Semiconductor Aktiengesellschaft
By: ________
Name: ________
Title: ________
Address: 2500 Augustine Drive, Suite 100
Santa Clara, California 95054
Registered Agent: 1209 Orange Street Wilmington, Delaware 19801
Powers of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below on this Registration Statement hereby constitutes and appoints each of Patricia Novak and \\\\\\\\, severally and not jointly, as 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 on Form F-6, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each 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 and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney is filed as Exhibit (g)(1) to this Registration Statement.
EXHIBIT (a)
DEPOSIT AGREEMENT
Note: The full Deposit Agreement is a separate document and is filed as Exhibit (a) to this Registration Statement. The following is a brief description of the Deposit Agreement to be attached hereto.
The Deposit Agreement, dated as of \\\\\\\\, 2026, is entered into among the following parties:
Issuer: Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Munich under HRB 217458, with its registered office at Maximilianstraße 72, 80539 Munich, Federal Republic of Germany (the "Company");
Depositary: Meridian Trust Company, National Association, a national banking association organized under the laws of the United States, with its principal offices at 101 Barclay Street, New York, New York 10286 (the "Depositary"); and
Holders: All holders and beneficial owners from time to time of American Depositary Shares issued under the Deposit Agreement.
Governing Law. The Deposit Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.
ADS Ratio. Each American Depositary Share represents two (2) Ordinary Shares (Stammaktien), no par value, of the Company. The ADS ratio is subject to adjustment as provided in the Deposit Agreement.
Deposited Securities. The deposited securities consist of Ordinary Shares of Halcyon Semiconductor AG deposited with the Custodian in the Federal Republic of Germany on behalf of the Depositary. The Custodian holds the deposited Ordinary Shares in book-entry form through the facilities of Ashgrove Enterprises Banking AG, the German central securities depository.
Summary of Key Terms. The following is a summary of the key terms of the Deposit Agreement:
Deposit and Withdrawal Mechanics. The Deposit Agreement sets forth the procedures pursuant to which Ordinary Shares may be deposited with the Custodian and ADSs issued in respect thereof, and the procedures pursuant to which ADSs may be surrendered for cancellation and the underlying Ordinary Shares withdrawn from the depositary facility. Deposits may be made by delivering Ordinary Shares to the account of the Custodian at Ashgrove Enterprises Banking AG, together with such documents and instruments as the Depositary may require. Withdrawals may be effected by surrendering ADSs to the Depositary, together with written instructions for the delivery of the underlying Ordinary Shares and payment of any applicable fees and charges.
Issuance and Cancellation of ADSs. The Depositary will issue ADSs upon the deposit of Ordinary Shares with the Custodian, and will cancel ADSs upon the surrender thereof and the withdrawal of the underlying Ordinary Shares, in each case subject to the terms of the Deposit Agreement and the payment of all applicable fees and charges.
Dividend and Distribution Provisions. The Depositary will distribute to ADS Holders any cash dividends or other cash distributions received by the Depositary or the Custodian in respect of the deposited Ordinary Shares, net of any applicable fees, charges, and taxes. Cash distributions received in euros (EUR) will be converted by the Depositary into United States dollars (USD) at the applicable exchange rate. For illustrative purposes, as of January 10, 2026, the EUR/USD exchange rate was approximately 1.078. The actual exchange rate applied to any distribution will be determined by the Depositary at the time of conversion and may differ from the illustrative rate. In the event that the Depositary determines that any distribution in property (other than cash or Ordinary Shares) cannot reasonably be made proportionately among ADS Holders, the Depositary may adopt any method it deems equitable and practicable for making such distribution.
German Withholding Tax. Dividends paid on the Ordinary Shares are generally subject to German withholding tax at a statutory rate of 26.375% (consisting of 25% capital gains tax (Kapitalertragsteuer) plus 5.5% solidarity surcharge (Solidaritätszuschlag) thereon). United States holders of ADSs may be eligible to claim a reduced withholding tax rate of 15% on dividends under Article 10 of the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (the "US-Germany Tax Treaty"), subject to the filing of applicable certification forms and compliance with refund procedures established by the German Federal Central Tax Office (Bundeszentralamt für Steuern). The Deposit Agreement contains provisions relating to the Company's and the Depositary's obligations with respect to German withholding tax, including the Depositary's obligation to cooperate with ADS Holders in connection with claims for reduced withholding or refunds of excess withholding under the US-Germany Tax Treaty.
Voting Instruction Procedures. Upon receipt from the Company of notice of any general meeting of shareholders (Hauptversammlung) or any solicitation of consents or proxies of holders of Ordinary Shares, the Depositary will, if requested by the Company and at the Company's expense, distribute to ADS Holders the notice of such meeting (or a summary thereof) together with voting instruction materials. The Depositary will endeavor, insofar as practicable, to vote or cause to be voted the deposited Ordinary Shares in accordance with the voting instructions received from ADS Holders, subject to the laws of the Federal Republic of Germany and the Company's articles of association (Satzung). ADS Holders who do not provide timely voting instructions to the Depositary will not have their Ordinary Shares voted, unless the Deposit Agreement provides for a discretionary proxy to the Depositary under certain circumstances, as described therein.
Pre-emptive Rights Treatment. In the event that the Company offers or causes to be offered pre-emptive rights (Bezugsrechte) to holders of Ordinary Shares in connection with a capital increase or other issuance of securities, the Depositary will, if practicable and if permitted by applicable law, distribute to ADS Holders evidence of the right to subscribe for additional ADSs or, at the direction of the Company, sell such rights and distribute the net proceeds to ADS Holders. If the Depositary determines that it is not lawful or not practicable to make such rights available to ADS Holders, the Depositary may, in its discretion, sell or otherwise dispose of such rights and distribute the net proceeds, if any, to ADS Holders.
Liability Limitations of Depositary. The Deposit Agreement limits the liability of the Depositary and its agents in certain circumstances, including, without limitation, acts or omissions of the Depositary or its agents that are not the result of negligence or bad faith, delays or inabilities to perform obligations due to the condition of the securities markets in the United States or abroad, changes in law or regulation, acts of government, war, terrorism, or other events beyond the Depositary's reasonable control. The Deposit Agreement also provides that the Depositary shall not be liable for the acts or omissions of any custodian, clearing agency, or securities depository, except to the extent that such acts or omissions are the result of the Depositary's negligence in appointing or monitoring such party.
Fee Schedule. The Deposit Agreement provides for the fees and charges summarized above under Item 2 ("Fees and Charges"), including the annual depositary service fee of $0.05 per ADS per annum, issuance fees, cancellation fees, distribution fees, and reimbursable charges. The full fee schedule is set forth in Schedule A to the Deposit Agreement and is filed as Exhibit (a)(2) to this Registration Statement.
Amendment and Termination. The Company and the Depositary may amend the Deposit Agreement and the form of ADR at any time and from time to time, without the consent of ADS Holders, for any reason. If an amendment imposes or increases any fee or charge (other than taxes and other governmental charges, registration fees, cable, telex, or facsimile transmission costs, delivery costs, or other such expenses), or otherwise prejudices a substantial existing right of ADS Holders, it will not become effective as to outstanding ADSs until 30 days after notice thereof has been given to ADS Holders. The Depositary may terminate the Deposit Agreement at any time by giving at least 90 days' prior written notice to the Company, and the Company may terminate the Deposit Agreement at any time by giving at least 90 days' prior written notice to the Depositary.
Reporting and Disclosure Obligations. The Depositary undertakes to make available to ADS Holders all reports, notices, and other communications received from the Company that are made generally available to holders of the Ordinary Shares. The Depositary will also comply with all applicable SEC filing obligations, including the filing of annual reports on Form F-6 amendments and any other reports required by the Securities Act or the Securities Exchange Act of 1934, as amended.
The foregoing description is a summary only and is qualified in its entirety by reference to the full text of the Deposit Agreement, which is filed as Exhibit (a) to this Registration Statement.
EXHIBIT (a)(1)
FORM OF AMERICAN DEPOSITARY RECEIPT
Note: The full form of American Depositary Receipt is a separate document and is included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement. The following is a brief description of the form of ADR.
The American Depositary Receipts evidencing the ADSs are issued by Meridian Trust Company, National Association, as Depositary. Each ADR evidences a specified number of American Depositary Shares, each representing two (2) Ordinary Shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft.
Identifying Information.
•  CUSIP: To be assigned upon filing.
•  ISIN: To be assigned upon filing.
•  Issuer of Deposited Securities: Halcyon Semiconductor Aktiengesellschaft.
•  Depositary: Meridian Trust Company, National Association.
•  ADS Ratio: 1 ADS = 2 Ordinary Shares.
Certificate Form. The face of each ADR certificate includes the following: the name of the Depositary; the name of the issuer of the deposited securities; the ADS ratio; a legend describing the rights and limitations associated with the ADSs, including a reference to the Deposit Agreement; the CUSIP number; and such other information as may be required by applicable law or the rules of the Nasdaq Global Select Market or The Depository Trust Company.
The reverse of each ADR certificate includes a summary of certain material terms of the Deposit Agreement, including a description of the fees and charges payable by ADS Holders, the procedures for transfer and surrender of ADSs, and any applicable transfer restrictions or legends. The reverse also contains such other information as the Depositary may determine to be necessary or appropriate.
DTC Eligibility. The ADSs are eligible for deposit and book-entry transfer through the facilities of The Depository Trust Company ("DTC"). ADSs held through DTC will be registered in the name of DTC's nominee, Cede & Co., and individual ADS Holders who hold their ADSs through DTC participants (such as brokers, banks, and other financial institutions) will hold beneficial interests in such ADSs through their accounts with DTC participants. The rights of beneficial owners who hold ADSs through DTC are governed by the arrangements between such beneficial owners and their DTC participants, as well as the rules and procedures of DTC.
The foregoing description is a summary only and is qualified in its entirety by reference to the full form of American Depositary Receipt, which is included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement.
EXHIBIT (a)(2)
FEE SCHEDULE
Note: The full Fee Schedule is a separate document and is included as Schedule A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement. The following is a brief description of the fee schedule applicable to the ADSs.
The following fees and charges are applicable to ADS Holders and beneficial owners of ADSs issued under the Deposit Agreement:
The foregoing summary is qualified in its entirety by reference to the full Fee Schedule set forth in Schedule A to the Deposit Agreement, which is filed as part of Exhibit (a) to this Registration Statement. ADS Holders and beneficial owners should review the full Fee Schedule for a complete description of all applicable fees and charges.
APPENDIX: CROSS-REFERENCES AND COORDINATION NOTES
The following appendix is provided for internal reference purposes in connection with the preparation and filing of this Registration Statement and the concurrent Registration Statement on Form F-1. This appendix does not constitute part of the Registration Statement and will not be included in the version filed with the SEC.
A. Coordination with Form F-1
The Registration Statement on Form F-1 (Registration No. 333-\\\\\\\\) is being filed concurrently with this Registration Statement on Form F-6 by Halcyon Semiconductor Aktiengesellschaft. The Form F-1 registers the public offering of up to 24,610,000 ADSs (consisting of 21,400,000 base deal ADSs plus 3,210,000 overallotment option ADSs) at a proposed price range of $39.00 to $45.00 per ADS.
Targeted gross proceeds of the offering are approximately $900,000,000 for the base deal (based on 21,400,000 ADSs at the midpoint price of approximately $42.06 per ADS), and up to approximately $1,034,886,600 including the full exercise of the overallotment option by the underwriters.
The 21,400,000 base deal ADSs are comprised of:
(i) 15,000,000 primary ADSs (representing 30,000,000 new Ordinary Shares to be issued by Halcyon Semiconductor AG from authorized but unissued share capital); and
(ii) 6,400,000 secondary ADSs (representing 12,800,000 existing Ordinary Shares being sold by the following selling shareholders):
•  Rheintal Industrieholding GmbH: 8,500,000 Ordinary Shares (equivalent to 4,250,000 ADSs)
•  Kestrel Capital Partners AG: 4,300,000 Ordinary Shares (equivalent to 2,150,000 ADSs)
This Form F-6 must be declared effective simultaneously with, or prior to, the effectiveness of the Form F-1. The target SEC effectiveness date for both registration statements is June 22, 2026.
B. Issuer Information
The following information is provided for reference in connection with the Form F-6 disclosure:
Issuer: Halcyon Semiconductor Aktiengesellschaft
Commercial Register: Registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Munich under HRB 217458
LEI: 5299007KBTVZ3XQHGL48
Industry: Advanced power semiconductor devices — silicon carbide (SiC) and gallium nitride (GaN) chips for automotive, industrial, and renewable energy applications
Founded: 1997
Employees: Approximately 8,400 worldwide
FY2025 Revenue (unaudited): €3,820 million (approximately $4,118 million at EUR/USD 1.078)
Outstanding Shares (pre-offering): 215,000,000 Ordinary Shares, no par value
Post-offering Shares Outstanding (assuming full primary issuance): 245,000,000 Ordinary Shares (after issuance of 30,000,000 new Ordinary Shares)
Market Capitalization (as of January 10, 2026): Approximately €8.6 billion (based on the Frankfurt Stock Exchange closing price)
Existing Listing: Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment
FPI Status: Halcyon Semiconductor AG qualifies as a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended
Key Officers:
•  Supervisory Board Chair (Aufsichtsratsvorsitzende): Prof. Dr. Anneliese Voss
•  Chief Executive Officer (Vorstandsvorsitzender): Dr. Friedrich Wendt
•  Chief Financial Officer (Finanzvorstand): Katarina Dalmqvist
•  General Counsel (Chefjustiziar): Wilhelm Ostermann
C. Key Advisors
US Counsel to Issuer: Calderwood & Harkness LLP, One Liberty Plaza, 42nd Floor, New York, New York 10006 (Vivienne St. Claire, Robert Adeyemi, Claire Dempsey, Audrey Zhou, Leonard Cross)
US Counsel to Underwriters: Varen & Kessler LLP, 51 West 52nd Street, New York, New York 10019 (Martin Ashford, Priya Ranganathan)
German Counsel to Issuer: Bähr Stein Rechtsanwälte PartGmbB, Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Federal Republic of Germany (Dr. Christoph Maurelban, Johanna Weiß)
German Counsel to Underwriters: Prumvane Thornton LLP, Neue Mainzer Straße 52, 60311 Frankfurt am Main, Federal Republic of Germany (Dr. Stefan Braun)
Independent Auditors: Blackmere & Whitfield LLP (Graham Templeton, 7 Times Square, New York, New York 10036) / Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Dieter Kaufmann, Ganghoferstraße 29, 80339 Munich, Federal Republic of Germany)
D. Underwriting Syndicate
Gross Spread: 3.50% of gross proceeds ($31,500,000 on the base deal of $900,000,000, assuming pricing at the midpoint of the range).
E. Material Subsidiaries
F. Filing Timeline
G. Post-Listing Reporting
Following effectiveness of the Form F-1 and listing of the ADSs on the Nasdaq Global Select Market, Halcyon Semiconductor AG will file annual reports on Form 20-F and furnish current reports on Form 6-K with the SEC as a foreign private issuer. The first annual report on Form 20-F is expected to be filed for the fiscal year ending December 31, 2026. An assessment of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 will first be required for the fiscal year ending December 31, 2027 (assuming the Company qualifies as an "emerging growth company" or otherwise benefits from a phase-in exemption).
The Company's SEC Central Index Key (CIK) number will be assigned upon the initial EDGAR filing of the Registration Statement on Form F-1.
Calderwood & Harkness LLP Matter Number: 1032-00003
This appendix is for internal use only and will be removed from the version of the Registration Statement filed with the Securities and Exchange Commission.
Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price per ADS(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee(2)
American Depositary Shares, each representing two (2) ordinary shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft | Up to 24,610,000 ADSs (consisting of 21,400,000 base ADSs plus 3,210,000 overallotment ADSs)(3) | $42.06(4) | $1,034,886,600(5) | $(6)
Exhibit No. | Description | Filing Status
(a) | Deposit Agreement, dated as of \\\\\\\\, 2026, among Halcyon Semiconductor Aktiengesellschaft, Meridian Trust Company, National Association, as Depositary, and all holders and beneficial owners of American Depositary Shares issued thereunder | Filed herewith
(a)(1) | Form of American Depositary Receipt (included as Exhibit A to the Deposit Agreement) | Filed herewith (as part of Exhibit (a))
(a)(2) | Fee Schedule (included as Schedule A to the Deposit Agreement) | Filed herewith (as part of Exhibit (a))
(b) | Not applicable — no special depositary receipt facility for restricted depositary shares is being established in connection with this Registration Statement | N/A
(c) | Not applicable | N/A
(d) | Opinion of Calderwood & Harkness LLP, counsel to Halcyon Semiconductor AG, as to the legality of the American Depositary Shares being registered | To be filed by amendment
(e) | Consent of Calderwood & Harkness LLP | To be filed by amendment
(f) | Consent of Blackmere & Whitfield LLP, independent registered public accounting firm (PCAOB ID No. \\\\\\\\; New York office: 7 Times Square, New York, New York 10036; Munich office: Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, Ganghoferstraße 29, 80339 Munich, Federal Republic of Germany) | To be filed by amendment
(g)(1) | Powers of Attorney (included on the signature page of this Registration Statement) | Filed herewith
(g)(2) | Authorization of Halcyon Semiconductor Aktiengesellschaft authorizing Meridian Trust Company, National Association, to act as Depositary — consisting of the resolutions of the Vorstand (Management Board) of Halcyon Semiconductor AG, dated \\\\\\\\, 2026, and, to the extent applicable, the acknowledgment of the Aufsichtsrat (Supervisory Board) of Halcyon Semiconductor AG, dated \\\\\\\\, 2026 | To be filed by amendment
(h) | Not applicable | N/A
Fee or Charge | Amount
Annual Depositary Service Fee | $0.05 per ADS per annum
Issuance Fee (upon deposit of Ordinary Shares) | $0.05 per ADS
Cancellation Fee (upon withdrawal of Ordinary Shares) | $0.05 per ADS
Distribution Fee (for cash distributions) | $0.05 per ADS
Cable, Telex, Facsimile, and Delivery Charges | Actual cost incurred
Foreign Exchange Control Compliance Expenses | Actual cost incurred
Transfer/Registration Fees on Foreign Register | Actual cost incurred
Taxes, Governmental Charges, and Duties | As applicable
Role | Firm | Address | Key Contact | Economics
Lead Left Bookrunner | Westbridge Securities LLC | 383 Madison Avenue, New York, NY 10179 | Jonathan Hartwell, Managing Director | 40% ($12,600,000)
Joint Bookrunner | Pinnacle Morgan & Co., Inc. | 200 Park Avenue, New York, NY 10166 | Sarah Okonkwo | 30% ($9,450,000)
Joint Bookrunner | Andover Barcliffe Group Inc. | 1251 Avenue of the Americas, New York, NY 10020 | David Reinhardt | 20% ($6,300,000)
Co-Manager | Northpointe Capital LLC | 140 Broadway, New York, NY 10005 | Lisa Cheng | 10% ($3,150,000)
Entity | Jurisdiction | Ownership | Function
Halcyon Semiconductor USA Inc. | Delaware, USA | 100% | US sales, application engineering, customer support
Halcyon Power Solutions GmbH | Dresden, Germany | 100% | SiC fabrication (Fab 2 operational; Fab 3 under construction)
Halcyon Asia Pacific Pte. Ltd. | Singapore | 100% | APAC sales hub and distribution
Halcyon Shanghai Semiconductor Co., Ltd. | Shanghai, PRC | 100% (WFOE) | China sales and engineering
Halcyon Automotive Components s.r.o. | Brno, Czech Republic | 100% | Module assembly and testing
Milestone | Target Date
Confidential submission of Form F-1 | April 14, 2026
Form F-6 filing (concurrent with or shortly after initial Form F-1 filing) | April 14, 2026
SEC first comment letter on Form F-1 (estimated) | May 12, 2026
Amendment No. 1 to Form F-1 (response to comments) | May 26, 2026
Public filing of Registration Statement (Form F-1 and Form F-6) | June 8, 2026
SEC effectiveness (Form F-1 and Form F-6) | June 22, 2026
Roadshow launch | June 23, 2026
Pricing | July 1, 2026
Closing / Settlement (T+2) | July 6, 2026
Overallotment option (greenshoe) expiration | July 31, 2026
Lock-up expiration (180 days post-pricing) | December 28, 2026

As filed with the Securities and Exchange Commission on \\\\\\\\, 2026

FORM F-6

INFORMATION REQUIRED IN THE PROSPECTUS

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

SIGNATURES

MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION

MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

DEPOSIT AGREEMENT

FORM OF AMERICAN DEPOSITARY RECEIPT

FEE SCHEDULE

APPENDIX: CROSS-REFERENCES AND COORDINATION NOTES

LEI: 5299007KBTVZ3XQHGL48

Record

Parties

Dates

Amounts