1032-00003 · Client 1032 · Registration Statement

draft-prospectus-capitalization-dilution.docx DOCUMENT Capital Markets

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Subject to Completion, Dated [●], 2026

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

CAPITALIZATION AND DILUTION

Registration Statement on Form F-1 Filed by Halcyon Semiconductor Aktiengesellschaft

You should read this section together with our audited consolidated financial statements and related notes included elsewhere in this prospectus and the sections entitled "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Unless otherwise indicated, all information in this prospectus assumes no exercise of the underwriters' overallotment option to purchase up to 3,210,000 additional ADSs.

CAPITALIZATION

The following table sets forth the capitalization of Halcyon Semiconductor AG as of December 31, 2025 (end of fiscal year 2025, unaudited) on:

• an actual basis; and

• an as adjusted basis to give effect to (i) the issuance and sale by us of 15,000,000 American Depositary Shares, or ADSs (representing 30,000,000 ordinary shares (Stammaktien)), in this offering at an assumed initial public offering price of $42.00 per ADS (which is the midpoint of the estimated price range of $39.00 to $45.00 per ADS set forth on the cover page of this prospectus), after deducting the underwriting discount of 3.50% and estimated offering expenses payable by us, and (ii) the application of a portion of the net proceeds from this offering as described under "Use of Proceeds."

The as adjusted information set forth in the table below does not reflect the sale of 6,400,000 ADSs (representing 12,800,000 ordinary shares) by the selling shareholders (Rheintal Industrieholding GmbH and Kestrel Capital Partners AG), because we will not receive any of the proceeds from such sales. The as adjusted information also does not reflect the exercise of the overallotment option granted to the underwriters to purchase up to 3,210,000 additional ADSs (representing approximately 15% of the 21,400,000 ADSs in the base offering). See "Underwriting."

All financial data presented in the table below has been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB. Amounts denominated in U.S. dollars have been translated from euros at an exchange rate of €1.00 = $1.078 as of January 10, 2026, except as otherwise indicated. Such translations are provided solely for the convenience of the reader. Each ADS represents two ordinary shares (Stammaktien), no par value.

You should read this table in conjunction with our audited consolidated financial statements and related notes, "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Use of Proceeds" included elsewhere in this prospectus.

Capitalization As of December 31, 2025 (in thousands of €, except share data) (unaudited)

The number of ordinary shares outstanding on an actual and as adjusted basis excludes shares issuable under employee incentive plans following the offering. See Footnote 8 below.

Footnotes to the Capitalization Table

(1) Each ADS represents two ordinary shares (Stammaktien). The assumed offering price per ADS of $42.00 (the midpoint of the estimated price range set forth on the cover page of this prospectus) implies a price of $21.00 per ordinary share.

(2) The as adjusted column reflects the issuance of 30,000,000 new ordinary shares (represented by 15,000,000 ADSs) and the receipt by us of net proceeds of approximately $607,950,000 (approximately €563,960 thousand at an exchange rate of €1.00 = $1.078), after deducting the underwriting discount of 3.50% ($22,050,000) and before deducting estimated offering expenses of approximately $[●] payable by us. The gross proceeds to us from the issuance and sale of 15,000,000 ADSs at the assumed initial public offering price of $42.00 per ADS are $630,000,000. The underwriting discount of 3.50% of gross proceeds is $22,050,000, resulting in net proceeds to us, before estimated offering expenses, of approximately $607,950,000. The net proceeds, as adjusted for estimated offering expenses, are allocated among share capital (Grundkapital) and additional paid-in capital (Kapitalrücklage) in accordance with applicable German corporate law and IFRS.

(3) The as adjusted column gives effect to the repayment of $100,000,000 (approximately €92,764 thousand at an exchange rate of €1.00 = $1.078) of our existing revolving credit facility, as described under "Use of Proceeds." Following such repayment, total debt on an as adjusted basis is reduced from €890,000 thousand to approximately €797,236 thousand.

(4) As adjusted cash and cash equivalents reflects actual cash and cash equivalents of €740,000 thousand plus net primary offering proceeds of approximately €563,960 thousand (before estimated offering expenses of approximately €[●] thousand), less repayment of $100,000,000 (approximately €92,764 thousand) of our revolving credit facility. The resulting as adjusted cash and cash equivalents amount is approximately €1,211,196 thousand (before deducting estimated offering expenses). After giving effect to estimated offering expenses of approximately €[●] thousand, as adjusted cash and cash equivalents would be approximately €[●] thousand.

(5) A $1.00 increase (decrease) in the assumed initial public offering price of $42.00 per ADS would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total shareholders' equity and total capitalization by approximately $[●] (€[●]), assuming the number of ADSs offered by us remains the same and after deducting the underwriting discount of 3.50%. Similarly, an increase (decrease) of 1,000,000 ADSs offered by us would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total shareholders' equity and total capitalization by approximately $[●] (€[●]), assuming the assumed initial public offering price per ADS remains at $42.00 and after deducting the underwriting discount of 3.50%.

(6) The as adjusted figures do not reflect the sale of 4,250,000 ADSs (representing 8,500,000 ordinary shares) by Rheintal Industrieholding GmbH or 2,150,000 ADSs (representing 4,300,000 ordinary shares) by Kestrel Capital Partners AG. We will not receive any of the proceeds from the sale of ADSs by these selling shareholders. See "Principal and Selling Shareholders."

(7) The as adjusted figures do not include any additional ADSs that may be issued upon exercise of the underwriters' overallotment option to purchase up to 3,210,000 additional ADSs. If the overallotment option is exercised in full at the assumed offering price of $42.00 per ADS, the total gross proceeds from ADSs offered to the public (including both primary and secondary ADSs) would increase by approximately $134,820,000, totaling approximately $1,034,820,000. See "Underwriting" for a description of the overallotment option.

(8) The 215,000,000 ordinary shares shown as outstanding on an actual basis include 6,665,000 ordinary shares held by the Halcyon Employee Stock Ownership Trust, or the ESOT, for the benefit of Halcyon employees. Share figures in the table above exclude any shares that may be issued under employee incentive plans following the offering. See "Management — Employee Equity Incentive Plans."

DILUTION

If you invest in ADSs in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per ADS that you pay in this offering and the as adjusted net tangible book value per ADS immediately after this offering. Dilution results from the fact that the initial public offering price per ADS is substantially in excess of the net tangible book value per ADS attributable to the ordinary shares held by existing shareholders.

We define net tangible book value per ADS as our total tangible assets (total assets less intangible assets, including goodwill) minus total liabilities, divided by the total number of ordinary shares outstanding, and multiplied by two (to convert from a per-ordinary share figure to a per-ADS figure, since each ADS represents two ordinary shares). All per-ADS and per-ordinary share figures presented in this section have been translated from euros to U.S. dollars at an exchange rate of €1.00 = $1.078 as of January 10, 2026, except as otherwise indicated.

Net Tangible Book Value — Before the Offering

The following table sets forth our net tangible book value as of December 31, 2025, on an actual basis, before giving effect to this offering:

• Ordinary shares outstanding (actual): 215,000,000

• Net tangible book value per ordinary share (actual): €[●]

• Net tangible book value per ADS (actual): €[●] × 2 = €[●] (equivalent to $[●] per ADS at €1.00 = $1.078)

Our total assets as of December 31, 2025 were €7,450,000 thousand (unaudited). Total liabilities as of December 31, 2025 were derived from total assets minus total shareholders' equity. Intangible assets include goodwill recognized in connection with prior acquisitions, acquired patents and technology and other intangible assets as described in Note [●] to our audited consolidated financial statements included elsewhere in this prospectus.

Net Tangible Book Value — As Adjusted (After the Offering)

After giving effect to the issuance and sale by us of 15,000,000 ADSs (representing 30,000,000 new ordinary shares) in this offering at an assumed initial public offering price of $42.00 per ADS, and after deducting the underwriting discount of 3.50% and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2025 would have been approximately €[●] thousand.

We note that the repayment of $100,000,000 (approximately €92,764 thousand) of our revolving credit facility as described under "Use of Proceeds" does not change our net tangible book value because such repayment reduces both cash (an asset) and debt (a liability) by the same amount.

• As adjusted ordinary shares outstanding: 245,000,000 (215,000,000 existing shares + 30,000,000 new shares issued in this offering)

• As adjusted net tangible book value per ordinary share: €[●]

• As adjusted net tangible book value per ADS: €[●] × 2 = €[●] (equivalent to $[●] per ADS at €1.00 = $1.078)

Dilution per ADS to New Investors

The following table illustrates the per-ADS dilution to new investors purchasing ADSs in this offering:

Dilution per ADS to new investors represents the difference between the price per ADS paid by investors in this offering ($42.00 at the midpoint of the estimated price range) and the as adjusted net tangible book value per ADS immediately after the closing of this offering. This dilution arises primarily because the existing shareholders acquired their ordinary shares at prices significantly below the initial public offering price per ADS.

Sensitivity Analysis. The following table sets forth the dilution per ADS to new investors at each end of the estimated price range set forth on the cover page of this prospectus, as well as at the midpoint:

A $1.00 increase (decrease) in the assumed initial public offering price of $42.00 per ADS would increase (decrease) our as adjusted net tangible book value per ADS after this offering by approximately $[●] and increase (decrease) the dilution to new investors by approximately $[●], assuming the number of ADSs offered by us remains the same and after deducting the underwriting discount of 3.50% and estimated offering expenses payable by us.

Effect of Overallotment Option on Dilution

If the underwriters exercise the overallotment option in full to purchase an additional 3,210,000 ADSs (representing 6,420,000 ordinary shares), the as adjusted net tangible book value per ADS after this offering would be approximately $[●] and dilution to new investors purchasing ADSs in this offering would be approximately $[●] per ADS. The foregoing assumes that the additional ADSs subject to the overallotment option represent newly issued ordinary shares and that the company would receive the net proceeds from the sale of such additional ADSs. The impact on our as adjusted net tangible book value depends on whether additional proceeds from the exercise of the overallotment option flow to the company or to the selling shareholders. See "Underwriting" for further discussion of the terms of the overallotment option.

PRINCIPAL SHAREHOLDERS AND POST-OFFERING OWNERSHIP

The following table sets forth certain information regarding the beneficial ownership of our ordinary shares (Stammaktien) immediately before and immediately after this offering by (i) each selling shareholder, (ii) each person known to us to beneficially own 5% or more of our outstanding ordinary shares, (iii) each of our directors and executive officers individually and (iv) all of our directors and executive officers as a group.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as indicated in the footnotes to the table below, and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the ordinary shares set forth opposite such person's name.

All percentages in the table below are based on 215,000,000 ordinary shares outstanding immediately before the offering and 245,000,000 ordinary shares outstanding immediately after the offering (assuming the issuance by us of 30,000,000 new ordinary shares and assuming no exercise of the underwriters' overallotment option). Each ADS represents two ordinary shares; all ADS figures set forth elsewhere in this prospectus can be converted on that basis.

The information set forth below does not reflect any shares that may be sold if the underwriters exercise their overallotment option to purchase up to 3,210,000 additional ADSs.

Footnotes to the Ownership Table

(1) Rheintal Industrieholding GmbH ("Rheintal") is a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, with its registered office at Königsallee 60, 40212 Düsseldorf, Germany. Rheintal is the family holding company of the Wendt family and is controlled by Margarethe Wendt, who serves as its sole Managing Director (Geschäftsführerin). Margarethe Wendt is the sister of Dr. Friedrich Wendt, the Chief Executive Officer of Halcyon Semiconductor AG. Rheintal is selling 4,250,000 ADSs (representing 8,500,000 ordinary shares) in this offering. After the offering, Rheintal will beneficially own 39,445,000 ordinary shares, representing approximately 16.1% of the 245,000,000 ordinary shares outstanding. Rheintal's post-offering percentage does not give effect to any shares that may be sold if the underwriters exercise their overallotment option. See "Related-Party Transactions" for a discussion of the Wendt family's relationship with Halcyon.

(2) Kestrel Capital Partners AG ("Kestrel") is an Aktiengesellschaft organized under the laws of Switzerland, with its registered office at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland. Kestrel is a European technology-focused investment fund managed by Henrik Sørensen, who serves as its Managing Partner. Kestrel is selling 2,150,000 ADSs (representing 4,300,000 ordinary shares) in this offering. After the offering, Kestrel will beneficially own 16,555,000 ordinary shares, representing approximately 6.8% of the 245,000,000 ordinary shares outstanding. Kestrel's post-offering percentage does not give effect to any shares that may be sold if the underwriters exercise their overallotment option.

(3) The Halcyon Employee Stock Ownership Trust (the "ESOT") is a trust organized under the laws of the Federal Republic of Germany for the benefit of eligible employees of Halcyon Semiconductor AG and its subsidiaries. The ESOT holds 6,665,000 ordinary shares, which are included in the 215,000,000 ordinary shares outstanding before the offering. The ESOT is not selling any shares in this offering. After the offering, the ESOT will beneficially own 6,665,000 ordinary shares, representing approximately 2.7% of the 245,000,000 ordinary shares outstanding.

(4) Dr. Friedrich Wendt, the Chief Executive Officer of Halcyon Semiconductor AG, beneficially owns [●] ordinary shares directly. In addition, by virtue of his familial relationship with Margarethe Wendt, who controls Rheintal Industrieholding GmbH, Dr. Wendt may be deemed to share beneficial ownership of the 39,445,000 ordinary shares held by Rheintal after the offering under Rule 13d-3 under the Exchange Act. Dr. Wendt disclaims beneficial ownership of the ordinary shares held by Rheintal except to the extent of his pecuniary interest therein, if any. See "Related-Party Transactions" for a discussion of the relationship between Dr. Friedrich Wendt and Margarethe Wendt.

(5) Includes ordinary shares beneficially owned by all directors and executive officers of Halcyon Semiconductor AG as a group (other than Dr. Friedrich Wendt, whose holdings are disclosed separately above), consisting of [●] persons.

(6) Represents the 30,000,000 new ordinary shares (represented by 15,000,000 ADSs) to be issued and sold by Halcyon Semiconductor AG in this offering. Does not include the 12,800,000 ordinary shares (represented by 6,400,000 ADSs) being sold by the selling shareholders.

(7) "Public / Free float" is calculated as the total ordinary shares outstanding before or after the offering, as applicable, less shares beneficially owned by Rheintal Industrieholding GmbH, Kestrel Capital Partners AG, the ESOT, Dr. Friedrich Wendt (other than shares attributable through Rheintal) and other directors and executive officers as a group. Before the offering, the estimated public / free float constitutes approximately [●]% of 215,000,000 ordinary shares outstanding. After the offering (including the 30,000,000 new ordinary shares issued to investors in the offering and accounting for the 12,800,000 ordinary shares sold by the selling shareholders to new holders), the estimated public / free float constitutes approximately [●]% of 245,000,000 ordinary shares outstanding.

(8) All percentages set forth in the table above are based on 215,000,000 ordinary shares outstanding immediately before the offering and 245,000,000 ordinary shares outstanding immediately after the offering (consisting of 215,000,000 existing ordinary shares plus 30,000,000 new ordinary shares to be issued by Halcyon Semiconductor AG in this offering). Post-offering percentages do not reflect any shares that may be sold upon exercise of the underwriters' overallotment option.

(9) Each of the company, the selling shareholders, and all officers and directors of the company have entered into 180-day lock-up agreements with the underwriters, pursuant to which they have agreed not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any ordinary shares or ADSs, or any options or warrants to purchase any ordinary shares or ADSs, or any securities convertible into or exchangeable for ordinary shares or ADSs, for a period of 180 days after the date of the final prospectus, without the prior written consent of Westbridge Securities LLC, as lock-up consent agent, on behalf of the underwriters. See "Shares Eligible for Future Sale — Lock-Up Agreements" and "Underwriting."

SHARES OUTSTANDING — RECONCILIATION TABLE

The following table sets forth a reconciliation of the number of ordinary shares and ADSs outstanding immediately before and immediately after this offering:

(1) Assumes the overallotment option is exercised in full for newly issued ordinary shares. The actual composition of the overallotment option (whether primary shares, secondary shares or a combination) will be determined at the time of exercise and described in the final prospectus.

ADS / Ordinary Share Conversion

Each ADS represents two ordinary shares (Stammaktien), no par value, of Halcyon Semiconductor AG. The ADSs will be issued by Meridian Trust Company, N.A., as depositary (the "Depositary"), pursuant to a Deposit Agreement among Halcyon Semiconductor AG, the Depositary and all holders and beneficial owners of ADSs from time to time.

The ADSs are expected to be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN." Our ordinary shares will continue to be listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the symbol "HCY" in the Prime Standard segment.

Holders of ADSs may surrender their ADSs to the Depositary in exchange for the underlying ordinary shares, subject to the terms and conditions of the Deposit Agreement, including payment of applicable fees and taxes. See "Description of American Depositary Shares" for the full terms of the ADS program and the Deposit Agreement.

ADDITIONAL NOTES AND CROSS-REFERENCES

The following cross-references are provided for the convenience of the reader. Each of the sections referenced below contains additional information that is important to an understanding of the capitalization, dilution and ownership information presented in this section.

Use of Proceeds. For a detailed description of how we intend to use the net proceeds from this offering, see "Use of Proceeds." We estimate that our net proceeds from the sale of 15,000,000 ADSs (representing 30,000,000 ordinary shares) in this offering will be approximately $607,950,000 (or approximately $699,775,000 if the underwriters exercise their overallotment option in full), after deducting the underwriting discount of 3.50% and before deducting estimated offering expenses. We currently intend to use the net proceeds from this offering as follows:

• approximately $280,000,000 for the expansion of our Fab 3 manufacturing facility in Dresden, Germany;

• approximately $140,000,000 for gallium nitride (GaN) research and development;

• approximately $100,000,000 for the repayment of outstanding borrowings under our revolving credit facility; and

• the remainder (approximately $87,950,000) for general corporate purposes and working capital.

Description of American Depositary Shares. For the full terms of the ADS program, including the rights and obligations of ADS holders, the role of the Depositary (Meridian Trust Company, N.A.), and the terms of the Deposit Agreement, see "Description of American Depositary Shares."

Underwriting. For a discussion of the underwriting arrangements for this offering, including the underwriting discount (3.50% gross spread), the allocation of responsibilities among the underwriters (Westbridge Securities LLC 40%, Pinnacle Morgan & Co. 30%, Andover Barcliffe Group Inc. 20%, Northpointe Capital LLC 10%) and the terms of the overallotment option, see "Underwriting."

Shares Eligible for Future Sale. For a discussion of the lock-up arrangements applicable to the company, the selling shareholders and all officers and directors (180-day lock-up period from the date of pricing, with Westbridge Securities LLC serving as lock-up consent agent), as well as a discussion of Rule 144 under the Securities Act of 1933, as amended, and Regulation S promulgated thereunder, including the eligibility of our ordinary shares for sale following the expiration of the lock-up period, see "Shares Eligible for Future Sale."

Related-Party Transactions. For a discussion of our relationships and transactions with Rheintal Industrieholding GmbH and the Wendt family, including the familial relationship between Dr. Friedrich Wendt, our Chief Executive Officer, and Margarethe Wendt, the Managing Director of Rheintal, see "Related-Party Transactions."

Employee Equity Incentive Plans. All share figures and ownership percentages presented in this section exclude any ordinary shares that may be issued under employee equity incentive plans that we may adopt following the completion of this offering. See "Management — Employee Equity Incentive Plans" for a description of our anticipated equity incentive arrangements.

Unless otherwise indicated, all information in this prospectus assumes no exercise of the underwriters' overallotment option to purchase up to 3,210,000 additional ADSs.

Actual	As Adjusted(1)(2)(3)
Cash and cash equivalents	€740,000	€1,211,196(4)

Debt:

Short-term borrowings and current portion of long-term debt	€[●]	€[●]
Long-term debt, net of current portion	€[●]	€[●]
Total debt	€890,000	€797,236(3)

Shareholders' equity:

Share capital (Grundkapital) — ordinary shares (Stammaktien), no par value; 215,000,000 shares authorized and outstanding, actual; 245,000,000 shares authorized and outstanding, as adjusted(5)	€[●]	€[●]
Additional paid-in capital (Kapitalrücklage)	€[●]	€[●](2)
Retained earnings	€[●]	€[●]
Accumulated other comprehensive income / (loss)	€[●]	€[●]
Treasury shares	€[●]	€[●]
Non-controlling interests	—	—
Total shareholders' equity	€[●]	€[●]
Total capitalization (total debt + total shareholders' equity)	€[●]	€[●]

Amount (€ thousands)

Total assets as of December 31, 2025 (unaudited)	€7,450,000
Less: intangible assets (goodwill, acquired patents, technology and other intangible assets)	(€[●])
Net tangible assets	€[●]
Less: total liabilities	(€[●])
Net tangible book value (actual)	€[●]

Amount (€ thousands)

Net tangible book value (actual)	€[●]
Add: net proceeds from primary offering (approximately $607,950,000, or approximately €563,960 thousand, after underwriting discount)	€563,960
Less: estimated offering expenses payable by the company	(€[●])
As adjusted net tangible book value	€[●]

Per ADS

Assumed initial public offering price per ADS	$42.00
Net tangible book value per ADS as of December 31, 2025 (before this offering)	$[●]
Increase in net tangible book value per ADS attributable to new investors purchasing ADSs in this offering	$[●]
As adjusted net tangible book value per ADS after this offering	$[●]
Dilution per ADS to new investors in this offering	$[●]
Assumed Initial Public Offering Price per ADS	As Adjusted Net Tangible Book Value per ADS After the Offering	Dilution per ADS to New Investors
$39.00 (low end of range)	$[●]	$[●]
$42.00 (midpoint of range)	$[●]	$[●]
$45.00 (high end of range)	$[●]	$[●]
Shareholder	Shares Owned Before Offering	%	Shares Sold in Offering	Shares Owned After Offering	%
Rheintal Industrieholding GmbH(1)	47,945,000	22.3%	8,500,000	39,445,000	16.1%
Kestrel Capital Partners AG(2)	20,855,000	9.7%	4,300,000	16,555,000	6.8%
Halcyon Employee Stock Ownership Trust (ESOT)(3)	6,665,000	3.1%	—	6,665,000	2.7%
Dr. Friedrich Wendt (Chief Executive Officer)(4)	[●]	[●]%	—	[●]	[●]%
Other directors and executive officers as a group ([●] persons)(5)	[●]	[●]%	—	[●]	[●]%
Shares issued to new investors in this offering	—	—	—	30,000,000(6)	12.2%
Public / Free float(7)	[●]	[●]%	—	[●]	[●]%
Total	215,000,000	100.0%	12,800,000	245,000,000	100.0%
Ordinary Shares	ADSs
Pre-offering ordinary shares outstanding	215,000,000	—
New ordinary shares to be issued in the offering (primary)	30,000,000	15,000,000
Post-offering ordinary shares outstanding (base deal)	245,000,000	—
Additional ordinary shares if overallotment option exercised in full (new shares)(1)	6,420,000	3,210,000
Post-offering ordinary shares outstanding (if overallotment exercised in full for new shares)	251,420,000	—

ADSs outstanding after offering (base deal):

ADSs sold in offering — primary (newly issued)	30,000,000	15,000,000
ADSs sold in offering — secondary (from selling shareholders)	12,800,000	6,400,000
Total ordinary shares deposited / ADSs outstanding (base deal)	42,800,000	21,400,000
Ordinary shares not represented by ADSs (continuing to trade on FRA: HCY)	202,200,000	—

Subject to Completion, Dated [●], 2026
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
CAPITALIZATION AND DILUTION
Registration Statement on Form F-1 Filed by Halcyon Semiconductor Aktiengesellschaft
You should read this section together with our audited consolidated financial statements and related notes included elsewhere in this prospectus and the sections entitled "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Unless otherwise indicated, all information in this prospectus assumes no exercise of the underwriters' overallotment option to purchase up to 3,210,000 additional ADSs.
CAPITALIZATION
The following table sets forth the capitalization of Halcyon Semiconductor AG as of December 31, 2025 (end of fiscal year 2025, unaudited) on:
•  an actual basis; and
•  an as adjusted basis to give effect to (i) the issuance and sale by us of 15,000,000 American Depositary Shares, or ADSs (representing 30,000,000 ordinary shares (Stammaktien)), in this offering at an assumed initial public offering price of $42.00 per ADS (which is the midpoint of the estimated price range of $39.00 to $45.00 per ADS set forth on the cover page of this prospectus), after deducting the underwriting discount of 3.50% and estimated offering expenses payable by us, and (ii) the application of a portion of the net proceeds from this offering as described under "Use of Proceeds."
The as adjusted information set forth in the table below does not reflect the sale of 6,400,000 ADSs (representing 12,800,000 ordinary shares) by the selling shareholders (Rheintal Industrieholding GmbH and Kestrel Capital Partners AG), because we will not receive any of the proceeds from such sales. The as adjusted information also does not reflect the exercise of the overallotment option granted to the underwriters to purchase up to 3,210,000 additional ADSs (representing approximately 15% of the 21,400,000 ADSs in the base offering). See "Underwriting."
All financial data presented in the table below has been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB. Amounts denominated in U.S. dollars have been translated from euros at an exchange rate of €1.00 = $1.078 as of January 10, 2026, except as otherwise indicated. Such translations are provided solely for the convenience of the reader. Each ADS represents two ordinary shares (Stammaktien), no par value.
You should read this table in conjunction with our audited consolidated financial statements and related notes, "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Use of Proceeds" included elsewhere in this prospectus.
Capitalization As of December 31, 2025 (in thousands of €, except share data) (unaudited)
The number of ordinary shares outstanding on an actual and as adjusted basis excludes shares issuable under employee incentive plans following the offering. See Footnote 8 below.
Footnotes to the Capitalization Table
(1) Each ADS represents two ordinary shares (Stammaktien). The assumed offering price per ADS of $42.00 (the midpoint of the estimated price range set forth on the cover page of this prospectus) implies a price of $21.00 per ordinary share.
(2) The as adjusted column reflects the issuance of 30,000,000 new ordinary shares (represented by 15,000,000 ADSs) and the receipt by us of net proceeds of approximately $607,950,000 (approximately €563,960 thousand at an exchange rate of €1.00 = $1.078), after deducting the underwriting discount of 3.50% ($22,050,000) and before deducting estimated offering expenses of approximately $[●] payable by us. The gross proceeds to us from the issuance and sale of 15,000,000 ADSs at the assumed initial public offering price of $42.00 per ADS are $630,000,000. The underwriting discount of 3.50% of gross proceeds is $22,050,000, resulting in net proceeds to us, before estimated offering expenses, of approximately $607,950,000. The net proceeds, as adjusted for estimated offering expenses, are allocated among share capital (Grundkapital) and additional paid-in capital (Kapitalrücklage) in accordance with applicable German corporate law and IFRS.
(3) The as adjusted column gives effect to the repayment of $100,000,000 (approximately €92,764 thousand at an exchange rate of €1.00 = $1.078) of our existing revolving credit facility, as described under "Use of Proceeds." Following such repayment, total debt on an as adjusted basis is reduced from €890,000 thousand to approximately €797,236 thousand.
(4) As adjusted cash and cash equivalents reflects actual cash and cash equivalents of €740,000 thousand plus net primary offering proceeds of approximately €563,960 thousand (before estimated offering expenses of approximately €[●] thousand), less repayment of $100,000,000 (approximately €92,764 thousand) of our revolving credit facility. The resulting as adjusted cash and cash equivalents amount is approximately €1,211,196 thousand (before deducting estimated offering expenses). After giving effect to estimated offering expenses of approximately €[●] thousand, as adjusted cash and cash equivalents would be approximately €[●] thousand.
(5) A $1.00 increase (decrease) in the assumed initial public offering price of $42.00 per ADS would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total shareholders' equity and total capitalization by approximately $[●] (€[●]), assuming the number of ADSs offered by us remains the same and after deducting the underwriting discount of 3.50%. Similarly, an increase (decrease) of 1,000,000 ADSs offered by us would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total shareholders' equity and total capitalization by approximately $[●] (€[●]), assuming the assumed initial public offering price per ADS remains at $42.00 and after deducting the underwriting discount of 3.50%.
(6) The as adjusted figures do not reflect the sale of 4,250,000 ADSs (representing 8,500,000 ordinary shares) by Rheintal Industrieholding GmbH or 2,150,000 ADSs (representing 4,300,000 ordinary shares) by Kestrel Capital Partners AG. We will not receive any of the proceeds from the sale of ADSs by these selling shareholders. See "Principal and Selling Shareholders."
(7) The as adjusted figures do not include any additional ADSs that may be issued upon exercise of the underwriters' overallotment option to purchase up to 3,210,000 additional ADSs. If the overallotment option is exercised in full at the assumed offering price of $42.00 per ADS, the total gross proceeds from ADSs offered to the public (including both primary and secondary ADSs) would increase by approximately $134,820,000, totaling approximately $1,034,820,000. See "Underwriting" for a description of the overallotment option.
(8) The 215,000,000 ordinary shares shown as outstanding on an actual basis include 6,665,000 ordinary shares held by the Halcyon Employee Stock Ownership Trust, or the ESOT, for the benefit of Halcyon employees. Share figures in the table above exclude any shares that may be issued under employee incentive plans following the offering. See "Management — Employee Equity Incentive Plans."
DILUTION
If you invest in ADSs in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per ADS that you pay in this offering and the as adjusted net tangible book value per ADS immediately after this offering. Dilution results from the fact that the initial public offering price per ADS is substantially in excess of the net tangible book value per ADS attributable to the ordinary shares held by existing shareholders.
We define net tangible book value per ADS as our total tangible assets (total assets less intangible assets, including goodwill) minus total liabilities, divided by the total number of ordinary shares outstanding, and multiplied by two (to convert from a per-ordinary share figure to a per-ADS figure, since each ADS represents two ordinary shares). All per-ADS and per-ordinary share figures presented in this section have been translated from euros to U.S. dollars at an exchange rate of €1.00 = $1.078 as of January 10, 2026, except as otherwise indicated.
Net Tangible Book Value — Before the Offering
The following table sets forth our net tangible book value as of December 31, 2025, on an actual basis, before giving effect to this offering:
•  Ordinary shares outstanding (actual): 215,000,000
•  Net tangible book value per ordinary share (actual): €[●]
•  Net tangible book value per ADS (actual): €[●] × 2 = €[●] (equivalent to $[●] per ADS at €1.00 = $1.078)
Our total assets as of December 31, 2025 were €7,450,000 thousand (unaudited). Total liabilities as of December 31, 2025 were derived from total assets minus total shareholders' equity. Intangible assets include goodwill recognized in connection with prior acquisitions, acquired patents and technology and other intangible assets as described in Note [●] to our audited consolidated financial statements included elsewhere in this prospectus.
Net Tangible Book Value — As Adjusted (After the Offering)
After giving effect to the issuance and sale by us of 15,000,000 ADSs (representing 30,000,000 new ordinary shares) in this offering at an assumed initial public offering price of $42.00 per ADS, and after deducting the underwriting discount of 3.50% and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2025 would have been approximately €[●] thousand.
We note that the repayment of $100,000,000 (approximately €92,764 thousand) of our revolving credit facility as described under "Use of Proceeds" does not change our net tangible book value because such repayment reduces both cash (an asset) and debt (a liability) by the same amount.
•  As adjusted ordinary shares outstanding: 245,000,000 (215,000,000 existing shares + 30,000,000 new shares issued in this offering)
•  As adjusted net tangible book value per ordinary share: €[●]
•  As adjusted net tangible book value per ADS: €[●] × 2 = €[●] (equivalent to $[●] per ADS at €1.00 = $1.078)
Dilution per ADS to New Investors
The following table illustrates the per-ADS dilution to new investors purchasing ADSs in this offering:
Dilution per ADS to new investors represents the difference between the price per ADS paid by investors in this offering ($42.00 at the midpoint of the estimated price range) and the as adjusted net tangible book value per ADS immediately after the closing of this offering. This dilution arises primarily because the existing shareholders acquired their ordinary shares at prices significantly below the initial public offering price per ADS.
Sensitivity Analysis.  The following table sets forth the dilution per ADS to new investors at each end of the estimated price range set forth on the cover page of this prospectus, as well as at the midpoint:
A $1.00 increase (decrease) in the assumed initial public offering price of $42.00 per ADS would increase (decrease) our as adjusted net tangible book value per ADS after this offering by approximately $[●] and increase (decrease) the dilution to new investors by approximately $[●], assuming the number of ADSs offered by us remains the same and after deducting the underwriting discount of 3.50% and estimated offering expenses payable by us.
Effect of Overallotment Option on Dilution
If the underwriters exercise the overallotment option in full to purchase an additional 3,210,000 ADSs (representing 6,420,000 ordinary shares), the as adjusted net tangible book value per ADS after this offering would be approximately $[●] and dilution to new investors purchasing ADSs in this offering would be approximately $[●] per ADS. The foregoing assumes that the additional ADSs subject to the overallotment option represent newly issued ordinary shares and that the company would receive the net proceeds from the sale of such additional ADSs. The impact on our as adjusted net tangible book value depends on whether additional proceeds from the exercise of the overallotment option flow to the company or to the selling shareholders. See "Underwriting" for further discussion of the terms of the overallotment option.
PRINCIPAL SHAREHOLDERS AND POST-OFFERING OWNERSHIP
The following table sets forth certain information regarding the beneficial ownership of our ordinary shares (Stammaktien) immediately before and immediately after this offering by (i) each selling shareholder, (ii) each person known to us to beneficially own 5% or more of our outstanding ordinary shares, (iii) each of our directors and executive officers individually and (iv) all of our directors and executive officers as a group.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as indicated in the footnotes to the table below, and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the ordinary shares set forth opposite such person's name.
All percentages in the table below are based on 215,000,000 ordinary shares outstanding immediately before the offering and 245,000,000 ordinary shares outstanding immediately after the offering (assuming the issuance by us of 30,000,000 new ordinary shares and assuming no exercise of the underwriters' overallotment option). Each ADS represents two ordinary shares; all ADS figures set forth elsewhere in this prospectus can be converted on that basis.
The information set forth below does not reflect any shares that may be sold if the underwriters exercise their overallotment option to purchase up to 3,210,000 additional ADSs.
Footnotes to the Ownership Table
(1) Rheintal Industrieholding GmbH ("Rheintal") is a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, with its registered office at Königsallee 60, 40212 Düsseldorf, Germany. Rheintal is the family holding company of the Wendt family and is controlled by Margarethe Wendt, who serves as its sole Managing Director (Geschäftsführerin). Margarethe Wendt is the sister of Dr. Friedrich Wendt, the Chief Executive Officer of Halcyon Semiconductor AG. Rheintal is selling 4,250,000 ADSs (representing 8,500,000 ordinary shares) in this offering. After the offering, Rheintal will beneficially own 39,445,000 ordinary shares, representing approximately 16.1% of the 245,000,000 ordinary shares outstanding. Rheintal's post-offering percentage does not give effect to any shares that may be sold if the underwriters exercise their overallotment option. See "Related-Party Transactions" for a discussion of the Wendt family's relationship with Halcyon.
(2) Kestrel Capital Partners AG ("Kestrel") is an Aktiengesellschaft organized under the laws of Switzerland, with its registered office at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland. Kestrel is a European technology-focused investment fund managed by Henrik Sørensen, who serves as its Managing Partner. Kestrel is selling 2,150,000 ADSs (representing 4,300,000 ordinary shares) in this offering. After the offering, Kestrel will beneficially own 16,555,000 ordinary shares, representing approximately 6.8% of the 245,000,000 ordinary shares outstanding. Kestrel's post-offering percentage does not give effect to any shares that may be sold if the underwriters exercise their overallotment option.
(3) The Halcyon Employee Stock Ownership Trust (the "ESOT") is a trust organized under the laws of the Federal Republic of Germany for the benefit of eligible employees of Halcyon Semiconductor AG and its subsidiaries. The ESOT holds 6,665,000 ordinary shares, which are included in the 215,000,000 ordinary shares outstanding before the offering. The ESOT is not selling any shares in this offering. After the offering, the ESOT will beneficially own 6,665,000 ordinary shares, representing approximately 2.7% of the 245,000,000 ordinary shares outstanding.
(4) Dr. Friedrich Wendt, the Chief Executive Officer of Halcyon Semiconductor AG, beneficially owns [●] ordinary shares directly. In addition, by virtue of his familial relationship with Margarethe Wendt, who controls Rheintal Industrieholding GmbH, Dr. Wendt may be deemed to share beneficial ownership of the 39,445,000 ordinary shares held by Rheintal after the offering under Rule 13d-3 under the Exchange Act. Dr. Wendt disclaims beneficial ownership of the ordinary shares held by Rheintal except to the extent of his pecuniary interest therein, if any. See "Related-Party Transactions" for a discussion of the relationship between Dr. Friedrich Wendt and Margarethe Wendt.
(5) Includes ordinary shares beneficially owned by all directors and executive officers of Halcyon Semiconductor AG as a group (other than Dr. Friedrich Wendt, whose holdings are disclosed separately above), consisting of [●] persons.
(6) Represents the 30,000,000 new ordinary shares (represented by 15,000,000 ADSs) to be issued and sold by Halcyon Semiconductor AG in this offering. Does not include the 12,800,000 ordinary shares (represented by 6,400,000 ADSs) being sold by the selling shareholders.
(7) "Public / Free float" is calculated as the total ordinary shares outstanding before or after the offering, as applicable, less shares beneficially owned by Rheintal Industrieholding GmbH, Kestrel Capital Partners AG, the ESOT, Dr. Friedrich Wendt (other than shares attributable through Rheintal) and other directors and executive officers as a group. Before the offering, the estimated public / free float constitutes approximately [●]% of 215,000,000 ordinary shares outstanding. After the offering (including the 30,000,000 new ordinary shares issued to investors in the offering and accounting for the 12,800,000 ordinary shares sold by the selling shareholders to new holders), the estimated public / free float constitutes approximately [●]% of 245,000,000 ordinary shares outstanding.
(8) All percentages set forth in the table above are based on 215,000,000 ordinary shares outstanding immediately before the offering and 245,000,000 ordinary shares outstanding immediately after the offering (consisting of 215,000,000 existing ordinary shares plus 30,000,000 new ordinary shares to be issued by Halcyon Semiconductor AG in this offering). Post-offering percentages do not reflect any shares that may be sold upon exercise of the underwriters' overallotment option.
(9) Each of the company, the selling shareholders, and all officers and directors of the company have entered into 180-day lock-up agreements with the underwriters, pursuant to which they have agreed not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any ordinary shares or ADSs, or any options or warrants to purchase any ordinary shares or ADSs, or any securities convertible into or exchangeable for ordinary shares or ADSs, for a period of 180 days after the date of the final prospectus, without the prior written consent of Westbridge Securities LLC, as lock-up consent agent, on behalf of the underwriters. See "Shares Eligible for Future Sale — Lock-Up Agreements" and "Underwriting."
SHARES OUTSTANDING — RECONCILIATION TABLE
The following table sets forth a reconciliation of the number of ordinary shares and ADSs outstanding immediately before and immediately after this offering:
(1) Assumes the overallotment option is exercised in full for newly issued ordinary shares. The actual composition of the overallotment option (whether primary shares, secondary shares or a combination) will be determined at the time of exercise and described in the final prospectus.
ADS / Ordinary Share Conversion
Each ADS represents two ordinary shares (Stammaktien), no par value, of Halcyon Semiconductor AG. The ADSs will be issued by Meridian Trust Company, N.A., as depositary (the "Depositary"), pursuant to a Deposit Agreement among Halcyon Semiconductor AG, the Depositary and all holders and beneficial owners of ADSs from time to time.
The ADSs are expected to be listed on the Nasdaq Global Select Market under the ticker symbol "HCYN." Our ordinary shares will continue to be listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the symbol "HCY" in the Prime Standard segment.
Holders of ADSs may surrender their ADSs to the Depositary in exchange for the underlying ordinary shares, subject to the terms and conditions of the Deposit Agreement, including payment of applicable fees and taxes. See "Description of American Depositary Shares" for the full terms of the ADS program and the Deposit Agreement.
ADDITIONAL NOTES AND CROSS-REFERENCES
The following cross-references are provided for the convenience of the reader. Each of the sections referenced below contains additional information that is important to an understanding of the capitalization, dilution and ownership information presented in this section.
Use of Proceeds. For a detailed description of how we intend to use the net proceeds from this offering, see "Use of Proceeds." We estimate that our net proceeds from the sale of 15,000,000 ADSs (representing 30,000,000 ordinary shares) in this offering will be approximately $607,950,000 (or approximately $699,775,000 if the underwriters exercise their overallotment option in full), after deducting the underwriting discount of 3.50% and before deducting estimated offering expenses. We currently intend to use the net proceeds from this offering as follows:
•  approximately $280,000,000 for the expansion of our Fab 3 manufacturing facility in Dresden, Germany;
•  approximately $140,000,000 for gallium nitride (GaN) research and development;
•  approximately $100,000,000 for the repayment of outstanding borrowings under our revolving credit facility; and
•  the remainder (approximately $87,950,000) for general corporate purposes and working capital.
Description of American Depositary Shares. For the full terms of the ADS program, including the rights and obligations of ADS holders, the role of the Depositary (Meridian Trust Company, N.A.), and the terms of the Deposit Agreement, see "Description of American Depositary Shares."
Underwriting. For a discussion of the underwriting arrangements for this offering, including the underwriting discount (3.50% gross spread), the allocation of responsibilities among the underwriters (Westbridge Securities LLC 40%, Pinnacle Morgan & Co. 30%, Andover Barcliffe Group Inc. 20%, Northpointe Capital LLC 10%) and the terms of the overallotment option, see "Underwriting."
Shares Eligible for Future Sale. For a discussion of the lock-up arrangements applicable to the company, the selling shareholders and all officers and directors (180-day lock-up period from the date of pricing, with Westbridge Securities LLC serving as lock-up consent agent), as well as a discussion of Rule 144 under the Securities Act of 1933, as amended, and Regulation S promulgated thereunder, including the eligibility of our ordinary shares for sale following the expiration of the lock-up period, see "Shares Eligible for Future Sale."
Related-Party Transactions. For a discussion of our relationships and transactions with Rheintal Industrieholding GmbH and the Wendt family, including the familial relationship between Dr. Friedrich Wendt, our Chief Executive Officer, and Margarethe Wendt, the Managing Director of Rheintal, see "Related-Party Transactions."
Employee Equity Incentive Plans. All share figures and ownership percentages presented in this section exclude any ordinary shares that may be issued under employee equity incentive plans that we may adopt following the completion of this offering. See "Management — Employee Equity Incentive Plans" for a description of our anticipated equity incentive arrangements.
Unless otherwise indicated, all information in this prospectus assumes no exercise of the underwriters' overallotment option to purchase up to 3,210,000 additional ADSs.
Actual | As Adjusted(1)(2)(3)
Cash and cash equivalents | €740,000 | €1,211,196(4)
Debt:
Short-term borrowings and current portion of long-term debt | €[●] | €[●]
Long-term debt, net of current portion | €[●] | €[●]
Total debt | €890,000 | €797,236(3)
Shareholders' equity:
Share capital (Grundkapital) — ordinary shares (Stammaktien), no par value; 215,000,000 shares authorized and outstanding, actual; 245,000,000 shares authorized and outstanding, as adjusted(5) | €[●] | €[●]
Additional paid-in capital (Kapitalrücklage) | €[●] | €[●](2)
Retained earnings | €[●] | €[●]
Accumulated other comprehensive income / (loss) | €[●] | €[●]
Treasury shares | €[●] | €[●]
Non-controlling interests | — | —
Total shareholders' equity | €[●] | €[●]
Total capitalization (total debt + total shareholders' equity) | €[●] | €[●]
Amount (€ thousands)
Total assets as of December 31, 2025 (unaudited) | €7,450,000
Less: intangible assets (goodwill, acquired patents, technology and other intangible assets) | (€[●])
Net tangible assets | €[●]
Less: total liabilities | (€[●])
Net tangible book value (actual) | €[●]
Amount (€ thousands)
Net tangible book value (actual) | €[●]
Add: net proceeds from primary offering (approximately $607,950,000, or approximately €563,960 thousand, after underwriting discount) | €563,960
Less: estimated offering expenses payable by the company | (€[●])
As adjusted net tangible book value | €[●]
Per ADS
Assumed initial public offering price per ADS | $42.00
Net tangible book value per ADS as of December 31, 2025 (before this offering) | $[●]
Increase in net tangible book value per ADS attributable to new investors purchasing ADSs in this offering | $[●]
As adjusted net tangible book value per ADS after this offering | $[●]
Dilution per ADS to new investors in this offering | $[●]
Assumed Initial Public Offering Price per ADS | As Adjusted Net Tangible Book Value per ADS After the Offering | Dilution per ADS to New Investors
$39.00 (low end of range) | $[●] | $[●]
$42.00 (midpoint of range) | $[●] | $[●]
$45.00 (high end of range) | $[●] | $[●]
Shareholder | Shares Owned Before Offering | % | Shares Sold in Offering | Shares Owned After Offering | %
Rheintal Industrieholding GmbH(1) | 47,945,000 | 22.3% | 8,500,000 | 39,445,000 | 16.1%
Kestrel Capital Partners AG(2) | 20,855,000 | 9.7% | 4,300,000 | 16,555,000 | 6.8%
Halcyon Employee Stock Ownership Trust (ESOT)(3) | 6,665,000 | 3.1% | — | 6,665,000 | 2.7%
Dr. Friedrich Wendt (Chief Executive Officer)(4) | [●] | [●]% | — | [●] | [●]%
Other directors and executive officers as a group ([●] persons)(5) | [●] | [●]% | — | [●] | [●]%
Shares issued to new investors in this offering | — | — | — | 30,000,000(6) | 12.2%
Public / Free float(7) | [●] | [●]% | — | [●] | [●]%
Total | 215,000,000 | 100.0% | 12,800,000 | 245,000,000 | 100.0%
Ordinary Shares | ADSs
Pre-offering ordinary shares outstanding | 215,000,000 | —
New ordinary shares to be issued in the offering (primary) | 30,000,000 | 15,000,000
Post-offering ordinary shares outstanding (base deal) | 245,000,000 | —
Additional ordinary shares if overallotment option exercised in full (new shares)(1) | 6,420,000 | 3,210,000
Post-offering ordinary shares outstanding (if overallotment exercised in full for new shares) | 251,420,000 | —
ADSs outstanding after offering (base deal):
ADSs sold in offering — primary (newly issued) | 30,000,000 | 15,000,000
ADSs sold in offering — secondary (from selling shareholders) | 12,800,000 | 6,400,000
Total ordinary shares deposited / ADSs outstanding (base deal) | 42,800,000 | 21,400,000
Ordinary shares not represented by ADSs (continuing to trade on FRA: HCY) | 202,200,000 | —

Subject to Completion, Dated [●], 2026

CAPITALIZATION AND DILUTION

CAPITALIZATION

DILUTION

PRINCIPAL SHAREHOLDERS AND POST-OFFERING OWNERSHIP

ADDITIONAL NOTES AND CROSS-REFERENCES

Record

Parties

Dates

Amounts