1032-00003 · Client 1032 · Registration Statement

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Subject to completion, dated [●], 2026

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

Registration Statement on Form F-1 filed with the Securities and Exchange Commission. Filed pursuant to the Securities Act of 1933, as amended.

PRELIMINARY PROSPECTUS

Halcyon Semiconductor AG

Halcyon Semiconductor Aktiengesellschaft

21,400,000 American Depositary Shares

Each Representing 2 Ordinary Shares (Stammaktien), No Par Value

This is the initial public offering of American Depositary Shares ("ADSs") of Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company") in the United States. Prior to this offering, there has been no public market for the ADSs in the United States.

The Company is offering 15,000,000 ADSs (the "Primary ADSs"). The selling shareholders identified in this prospectus are offering 6,400,000 ADSs (the "Secondary ADSs"). The Company will not receive any proceeds from the sale of ADSs by the selling shareholders.

Each ADS represents 2 ordinary shares (Stammaktien), no par value, of the Company (the "ADS Ratio"). The ordinary shares underlying the ADSs are deposited with a custodian in Germany for the account of Meridian Trust Company, National Association, as depositary (the "Depositary").

The estimated public offering price is between $39.00 and $45.00 per ADS.

The Company's ordinary shares are listed and traded on the Frankfurt Stock Exchange under the ticker symbol "HCY" in the Prime Standard segment. Application has been made to list the ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN."

The Company is a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended, and, as such, is subject to reduced public reporting requirements.

Investing in our ADSs involves significant risks. See "Risk Factors" beginning on page [●] of this prospectus.

(1) The underwriting discount equals 3.50% of the public offering price per ADS. Based on an assumed public offering price of $42.06 per ADS (the midpoint of the estimated price range set forth above), the total underwriting discount for the base offering would be approximately $31,500,000. See "Underwriting" for additional information regarding underwriting compensation.

(2) Based on the assumed midpoint price, the Company would receive primary gross proceeds of approximately $630,000,000 and net proceeds (after underwriting discount) of approximately $607,950,000, before deducting estimated offering expenses.

(3) Based on the assumed midpoint price, the selling shareholders would receive secondary gross proceeds of approximately $270,000,000 and net proceeds (after underwriting discount) of approximately $260,550,000, before deducting estimated offering expenses.

The Company and the selling shareholders have granted the underwriters an option, exercisable for 30 days after the date of this prospectus, to purchase up to 3,210,000 additional ADSs (representing 15% of the base offering of 21,400,000 ADSs) at the public offering price, less the underwriting discount, to cover over-allotments, if any. If the underwriters exercise the over-allotment option in full at the assumed midpoint price, the total offering size would be approximately $1,034,812,600.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ADSs to purchasers on or about [●], 2026 (target closing/settlement date: July 6, 2026, T+2 from the anticipated pricing date of July 1, 2026).

Joint Book-Running Managers

The date of this prospectus is [●], 2026.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider before investing in our ADSs. You should read the entire prospectus carefully, including the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Statement Regarding Forward-Looking Statements."

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to "Halcyon," "we," "us," "our," and the "Company" refer to Halcyon Semiconductor Aktiengesellschaft and its consolidated subsidiaries. All references to "ADSs" refer to American Depositary Shares, each representing 2 ordinary shares (Stammaktien), no par value, of the Company. All financial data presented in this prospectus is denominated in euros ("€") unless otherwise stated. Convenience translations of euro amounts into United States dollars ("US$" or "$") have been made at the rate of €1.00 = $1.078, the noon buying rate of the Federal Reserve Bank of New York on January 10, 2026. Such translations should not be construed as representations that the euro amounts referred to herein could have been or could be converted into US dollars at such rate or at any other rate.

Our Company

Overview. Halcyon Semiconductor Aktiengesellschaft is a leading designer and manufacturer of advanced power semiconductor devices, specializing in silicon carbide ("SiC") and gallium nitride ("GaN") chips for the automotive, industrial, and renewable energy end markets. We are at the forefront of the global transition from legacy silicon-based power semiconductors to wide-bandgap materials, which offer superior energy efficiency, thermal performance, and power density for next-generation applications in electric mobility, sustainable energy infrastructure, and advanced industrial systems.

We are organized as an Aktiengesellschaft (German public stock corporation) under the laws of the Federal Republic of Germany. The Company is registered in Munich, Bavaria, with entry number HRB 217458 at the Amtsgericht (local court) München. Our registered and principal office is located at Maximilianstraße 72, 80539 Munich, Germany. Halcyon was founded in 1997 by a team of semiconductor physicists and engineers, including our current Chief Technology Officer, Dr. Marcus Helder, and has since grown into one of Europe's premier power semiconductor companies.

Our ordinary shares are listed and traded on the Frankfurt Stock Exchange in the Prime Standard segment under the ticker symbol "HCY." As of the date of this prospectus, we employ approximately 8,400 people worldwide across our offices, fabrication facilities, and distribution centers in Germany, the United States, the Czech Republic, Singapore, and China.

Industry Position and Technology

We design and manufacture advanced power semiconductor devices that are critical enablers of electrification and energy efficiency across a broad range of applications. Our core technology platforms are based on silicon carbide (SiC) and gallium nitride (GaN) — collectively referred to as "wide-bandgap" or "WBG" materials — which represent a fundamental shift in power electronics design. Compared to traditional silicon-based power devices, SiC and GaN semiconductors deliver significantly lower switching losses, higher operating temperatures, greater power density, and reduced system-level weight and volume, making them ideally suited for the demanding performance requirements of modern power conversion and management applications.

Our key end-market verticals include:

• Automotive. We supply SiC and GaN power devices for electric vehicle ("EV") powertrains, including traction inverters, on-board chargers ("OBCs"), and DC-DC converters. Our automotive-grade devices are designed and qualified to AEC-Q101 and AQG 324 standards and are deployed by several leading global automotive original equipment manufacturers ("OEMs") in their current and next-generation EV platforms.

• Industrial. We provide power semiconductor solutions for a wide range of industrial applications, including motor drives, switch-mode power supplies, uninterruptible power supplies ("UPS"), and factory automation systems. Our industrial products are designed for high reliability and long operational lifetimes under demanding operating conditions.

• Renewable Energy. We are a key supplier of SiC and GaN power devices for solar inverters, wind turbine power converters, and battery energy storage systems ("BESS"). Our devices enable higher conversion efficiencies and more compact system designs, contributing to the reduction in the levelized cost of energy ("LCOE") for renewable power generation.

A core element of our competitive differentiation is our proprietary fabrication capabilities, including vertically integrated SiC manufacturing. We control critical process steps from SiC crystal growth and substrate preparation through epitaxial deposition, front-end wafer fabrication, and back-end module assembly and testing. This vertical integration allows us to optimize device performance, maintain rigorous quality control, ensure security of supply for our customers, and capture a greater share of the semiconductor value chain.

Global Operations and Subsidiaries

We operate through a network of wholly owned subsidiaries across Europe, North America, and the Asia-Pacific region, providing us with global reach in manufacturing, sales, application engineering, and customer support. Our principal operating subsidiaries are as follows:

Halcyon Semiconductor USA Inc. — A corporation organized under the laws of the State of Delaware, 100% owned by Halcyon Semiconductor Aktiengesellschaft. This subsidiary serves as our primary US platform for sales, application engineering, and customer support. Its registered address is 1209 Orange Street, Wilmington, Delaware 19801, and its principal office is located at 2500 Augustine Drive, Suite 100, Santa Clara, California 95054. Employer Identification Number: 84-3927561. Halcyon Semiconductor USA Inc. also serves as our authorized agent for service of process in the United States in connection with this offering and the registration statement of which this prospectus forms a part.

Halcyon Power Solutions GmbH — A Gesellschaft mit beschränkter Haftung organized under the laws of Germany, 100% owned by Halcyon Semiconductor Aktiengesellschaft, located in Dresden, Germany. This subsidiary operates our second SiC fabrication facility (referred to as "Fab 2"), which commenced commercial production in 2021 and currently operates at a 150mm wafer diameter with capacity of approximately 18,000 wafer starts per month. Fab 3, our next-generation 200mm SiC fabrication facility, is currently under construction at Königsbrücker Straße 180, 01099 Dresden, and is expected to begin initial production qualifications in the second half of calendar year 2027, with full ramp to volume production anticipated by mid-2029.

Halcyon Asia Pacific Pte. Ltd. — A private limited company organized under the laws of the Republic of Singapore, 100% owned by Halcyon Semiconductor Aktiengesellschaft. This subsidiary serves as our Asia-Pacific sales hub and regional distribution center. Its registered office is located at 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981. This entity manages our relationships with key customers and distributors across Japan, South Korea, Taiwan, and Southeast Asia.

Halcyon Shanghai Semiconductor Co., Ltd. — A wholly foreign-owned enterprise ("WFOE") organized under the laws of the People's Republic of China, 100% owned by Halcyon Semiconductor Aktiengesellschaft. This subsidiary provides sales and engineering support to our customers in mainland China and is located at No. 500 Zhangheng Road, Pudong New Area, Shanghai 201203. China represents one of the largest and fastest-growing markets for power semiconductors globally, and our Shanghai subsidiary plays a critical role in serving demand from Chinese automotive OEMs and renewable energy system integrators.

Halcyon Automotive Components s.r.o. — A společnost s ručením omezeným organized under the laws of the Czech Republic, 100% owned by Halcyon Semiconductor Aktiengesellschaft. This subsidiary performs module assembly and testing operations at its facility located at Technologický park 6, 612 00 Brno, Czech Republic. The Brno facility specializes in the production and testing of advanced power modules for automotive and industrial applications, leveraging cost-effective manufacturing capabilities and proximity to our central European supply chain.

Competitive Strengths. We believe the following competitive strengths differentiate us in the global power semiconductor market and position us for sustained long-term growth:

• Leadership in wide-bandgap semiconductor technology. We are one of the world's leading developers and manufacturers of SiC and GaN power semiconductors. Our deep expertise in wide-bandgap materials science and device engineering, built over more than two decades of focused R&D investment, provides us with significant technology and manufacturing know-how that is difficult to replicate.

• Vertically integrated manufacturing with proprietary SiC crystal growth. Unlike many of our competitors who rely on third-party substrate suppliers, we have developed proprietary SiC crystal growth capabilities that allow us to produce our own high-quality SiC substrates. This vertical integration from raw material to finished device provides meaningful advantages in cost, quality, and security of supply, while also enabling us to capture margin at every stage of the value chain.

• Diversified end-market exposure. Our products serve a broad range of high-growth end markets, including automotive, industrial, and renewable energy applications. This diversification reduces our dependence on any single market or application and provides us with multiple avenues for sustained revenue growth.

• Deep customer relationships with leading automotive OEMs and industrial companies. We have established long-standing relationships with many of the world's leading automotive OEMs, Tier 1 automotive suppliers, industrial conglomerates, and renewable energy companies. The design-in cycles for automotive power semiconductors are typically long (3–7 years), creating significant switching costs and providing us with strong revenue visibility once our devices are qualified and designed into customer platforms.

• Robust R&D pipeline with strong patent portfolio. As of the date of this prospectus, we hold or have filed applications for over 1,400 patents and patent applications globally, covering key aspects of our SiC and GaN device architectures, manufacturing processes, and packaging technologies. Our annual R&D investment consistently exceeds 10% of revenue, reflecting our commitment to technology leadership and innovation.

• Experienced management team with deep domain expertise. Our management team combines decades of experience in power semiconductor technology, manufacturing operations, and international business development. Our CEO, Dr. Friedrich Wendt, has been with the Company since 2004 and served as CTO prior to his appointment as CEO. Our CTO, Dr. Marcus Helder, is a co-founder of the Company and is widely recognized as a pioneer in SiC power device development.

• Consistent financial performance with expanding margins. We have delivered consistent revenue growth and margin expansion over the past several fiscal years, reflecting the strong underlying demand for our products, effective operational execution, and the benefits of our integrated business model. Our EBITDA margin has expanded from 27.0% in fiscal year 2023 to 28.0% in fiscal year 2025, while our net debt has declined significantly from €660 million to €150 million over the same period.

Growth Strategy. We intend to pursue the following key strategic initiatives to drive continued growth and enhance shareholder value:

• Expansion of SiC fabrication capacity through Fab 3 construction in Dresden. We are investing significantly in the construction and equipping of our next-generation 200mm SiC fabrication facility (Fab 3) in Dresden, Germany. When fully ramped, Fab 3 is expected to more than double our SiC wafer fabrication capacity, positioning us to meet the rapidly growing demand from automotive and industrial customers for SiC-based power devices. A substantial portion of the net proceeds from this offering will be allocated to Fab 3 construction and equipment.

• Investment in next-generation GaN power device R&D. We are accelerating our R&D investment in gallium nitride power device technology, which we believe will complement our SiC product portfolio and address a growing range of applications in consumer electronics, data center power supplies, and fast-charging infrastructure. We intend to allocate a significant portion of the net proceeds from this offering to GaN R&D programs.

• Deepening penetration in electric vehicle and renewable energy markets. We intend to deepen our penetration in the automotive and renewable energy end markets by expanding our product portfolio, enhancing our application engineering capabilities, and strengthening our relationships with key customers globally. The ongoing electrification of the automotive fleet and the expansion of renewable energy generation capacity represent significant long-term growth drivers for our business.

• Expansion of US market presence, supported by the US listing and ADR program. We believe that establishing a US listing through this offering will enhance our visibility among US-based investors, customers, and talent. The listing on the Nasdaq Global Select Market is also expected to support our efforts to expand our US customer base and strengthen our position in the North American power semiconductor market.

• Selective strategic partnerships and technology licensing. We intend to pursue selective strategic partnerships and technology licensing arrangements with complementary technology companies, system integrators, and research institutions to accelerate product development, broaden our technology portfolio, and extend our market reach.

Selected Financial Data

Key Financial Highlights (IFRS, Consolidated)

The following table sets forth selected consolidated financial data for the periods indicated. The financial data for fiscal years 2023 and 2024 has been derived from our audited consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), which are included elsewhere in this prospectus. The financial data for fiscal year 2025 is unaudited and has been derived from our unaudited consolidated management accounts. The selected consolidated financial data set forth below should be read in conjunction with our consolidated financial statements and related notes thereto, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations," each of which is included elsewhere in this prospectus.

The following are certain supplemental observations regarding the financial data presented above:

• Our revenue has grown at a compound annual growth rate ("CAGR") of approximately 9.0% from fiscal year 2023 to fiscal year 2025, driven by increasing adoption of our SiC and GaN power devices across our core end markets, particularly in the automotive and renewable energy sectors.

• Our fiscal year 2025 revenue of €3,820 million translates to approximately $4,118.0 million based on the convenience translation rate of €1.00 = $1.078.

• Our EBITDA margin has expanded from 27.0% in fiscal year 2023 to 28.0% in fiscal year 2025, reflecting operational efficiencies from increased manufacturing utilization, a favorable shift in product mix toward higher-margin SiC devices, and disciplined cost management.

• Our net debt has declined from €660 million in fiscal year 2023 to €150 million in fiscal year 2025, reflecting strong free cash flow generation and prudent capital allocation despite significant ongoing investment in Fab 3 construction and R&D programs.

• As of January 10, 2026, the Company's market capitalization on the Frankfurt Stock Exchange was approximately €8.6 billion, based on 215,000,000 ordinary shares outstanding and the prevailing share price on that date.

Financial Statements and Auditors

Our consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the IASB. Our consolidated financial statements for fiscal years 2023 and 2024 have been audited by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, an independent registered public accounting firm with offices in Munich, Germany. The lead engagement partner for our audits is Dieter Kaufmann, Wirtschaftsprüfer. The fiscal year 2025 financial data presented in this prospectus is unaudited.

Blackmere & Whitfield LLP, the global network affiliate of our auditors, is registered with the Public Company Accounting Oversight Board ("PCAOB") of the United States. The US contact for PCAOB-related matters is Graham Templeton, Partner, Blackmere & Whitfield LLP, 7 Times Square, New York, New York 10036. The report of Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft on our consolidated financial statements for fiscal years 2023 and 2024, which includes an unqualified opinion, is included elsewhere in this prospectus.

Management

Vorstand (Management Board)

Under German corporate law, the Vorstand (Management Board) is responsible for the day-to-day management and strategic direction of the Company. The members of our Vorstand as of the date of this prospectus are as follows:

For additional biographical information regarding the members of our Vorstand and their compensation, see "Management" elsewhere in this prospectus.

Aufsichtsrat (Supervisory Board)

Under German corporate law, the Aufsichtsrat (Supervisory Board) is responsible for appointing and overseeing the members of the Vorstand, approving certain significant transactions, and representing the Company in dealings with the Vorstand. The chairperson of our Aufsichtsrat is:

• Prof. Dr. Anneliese Voss — Age 63; former dean of engineering at Universität Stuttgart; has served as an independent member of the Aufsichtsrat since 2018.

Additional members of the Aufsichtsrat will be disclosed in the full prospectus. See "Management — Aufsichtsrat (Supervisory Board)" for further details.

Principal and Selling Shareholders

Pre-Offering Ownership. The following table sets forth the beneficial ownership of our ordinary shares as of the date of this prospectus, immediately prior to this offering:

Rheintal Industrieholding GmbH is a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany. It is a Düsseldorf-based family holding company of the Wendt family, controlled by Margarethe Wendt (sister of our CEO, Dr. Friedrich Wendt), who serves as its Managing Director (Geschäftsführerin). The registered address of Rheintal Industrieholding GmbH is Königsallee 60, 40212 Düsseldorf, Germany. Rheintal Industrieholding GmbH has been a shareholder of the Company since its founding and is the Company's largest single shareholder.

Kestrel Capital Partners AG is an Aktiengesellschaft organized under the laws of Switzerland. It is a Glenrock Assurance-based European technology-focused investment fund. The Managing Partner of Kestrel Capital Partners AG is Henrik Sørensen. The registered address of Kestrel Capital Partners AG is Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland. Kestrel Capital Partners AG first acquired shares in Halcyon in 2015 and has been a significant strategic investor in the Company since that time.

Selling Shareholders in This Offering

The following table sets forth the number of ordinary shares and corresponding ADSs being offered by each selling shareholder in this offering, as well as their retained holdings and post-offering ownership percentages:

Post-offering percentages are calculated based on 245,000,000 ordinary shares expected to be outstanding after the issuance of 30,000,000 new ordinary shares in connection with the primary offering. The selling shareholders will not receive any proceeds from any new ordinary shares issued by the Company, and the Company will not receive any proceeds from the sale of ADSs by the selling shareholders.

Post-Offering Capitalization Summary

The following table summarizes the expected changes in our share capital as a result of this offering:

The foregoing table does not give effect to the exercise of the over-allotment option. If the underwriters exercise the over-allotment option in full, additional ADSs will be sold by the Company and/or the selling shareholders, which would result in further dilution of existing shareholders' ownership percentages. See "Dilution" and "Principal and Selling Shareholders" elsewhere in this prospectus for further details.

The Offering

Summary of Offering Terms

The following is a summary of the principal terms of this offering. For a more complete description of the terms of the ADSs and this offering, see "Description of American Depositary Shares" and "Underwriting" elsewhere in this prospectus.

Use of Proceeds

The Company expects to receive net proceeds from the sale of the Primary ADSs of approximately $607,950,000, after deducting underwriting discounts of approximately $22,050,000, based on the assumed midpoint price of $42.06 per ADS, and before deducting estimated offering expenses payable by the Company. The Company will not receive any proceeds from the sale of ADSs by the selling shareholders.

We intend to use the net proceeds from this offering as follows:

The foregoing represents our current intentions with respect to the use of the net proceeds from this offering based on our present plans and business conditions. Our management will retain broad discretion in the allocation and use of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of such proceeds. Pending the uses described above, we intend to invest the net proceeds from this offering in short-term, interest-bearing, investment-grade securities, certificates of deposit, or direct or guaranteed obligations of the United States government. See "Use of Proceeds" for additional information.

Underwriting. We have entered into an underwriting agreement with the underwriters named below with respect to the ADSs being offered. The following table sets forth the underwriters for this offering and their respective roles:

• Lead left bookrunner and representative of the underwriters: Westbridge Securities LLC, 383 Madison Avenue, New York, New York 10179. Key contact: Jonathan Hartwell, Managing Director, Global Equity Capital Markets.

• Joint bookrunner: Pinnacle Morgan & Co., Inc., 200 Park Avenue, New York, New York 10166. Key contact: Sarah Okonkwo, Director, Equity Capital Markets.

• Joint bookrunner: Andover Barcliffe Group Inc., 1251 Avenue of the Americas, New York, New York 10020. Key contact: David Reinhardt, Managing Director, Equity Capital Markets.

• Co-manager: Northpointe Capital LLC, 140 Broadway, New York, New York 10005. Key contact: Lisa Cheng, Vice President, Equity Capital Markets.

The gross spread payable to the underwriters is 3.50% of the gross proceeds of the offering, which, based on the assumed midpoint price and the base deal, would result in total underwriting discounts and commissions of approximately $31,500,000. The underwriter economics allocation among the syndicate members is as follows:

See "Underwriting" for additional information regarding the terms of the underwriting agreement, including the underwriters' obligations and the conditions to closing.

Lock-Up Agreements. In connection with this offering, the Company, the selling shareholders, and the officers and directors of the Company have agreed to enter into lock-up agreements with the underwriters. The lock-up period is 180 days from the date of pricing of this offering. Based on the target pricing date of July 1, 2026, the lock-up period would expire on approximately December 28, 2026. The lock-up agreements apply to:

• The Company, with respect to new share issuances;

• All selling shareholders (with respect to their retained shares), including Rheintal Industrieholding GmbH and Kestrel Capital Partners AG; and

• Officers and directors of the Company, including Dr. Friedrich Wendt, Katarina Dalmqvist, Dr. Marcus Helder, Ingrid Baumann, Wilhelm Ostermann, and Prof. Dr. Anneliese Voss.

During the lock-up period, subject to certain limited exceptions, the foregoing persons and entities have agreed not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any ordinary shares, ADSs, or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs, without the prior written consent of Westbridge Securities LLC, as representative of the underwriters. Westbridge Securities LLC has sole authority to consent to any waiver of the lock-up restrictions.

See "Shares Eligible for Future Sale" and "Underwriting" elsewhere in this prospectus for further details regarding the lock-up agreements and the potential impact of the expiration of the lock-up period on the market price of our ADSs.

ADSs and the Deposit Agreement

ADSs representing ordinary shares of the Company will be issued by Meridian Trust Company, National Association, as Depositary, pursuant to a Deposit Agreement to be entered into among the Company, the Depositary, and all holders and beneficial owners of ADSs from time to time (the "Deposit Agreement"). A copy of the form of Deposit Agreement will be filed as an exhibit to the registration statement of which this prospectus forms a part.

The Deposit Agreement will be governed by the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof. Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, 2 ordinary shares deposited with the custodian in Germany for the account of the Depositary.

ADS holders will have the right to receive dividends and other distributions on the underlying ordinary shares, subject to the terms and conditions of the Deposit Agreement and applicable German withholding taxes. ADS holders will also have the ability to instruct the Depositary regarding the exercise of voting rights with respect to the underlying ordinary shares, subject to the procedures and limitations set forth in the Deposit Agreement.

ADS holders will be required to pay an annual depositary fee of $0.05 per ADS, which will be assessed by the Depositary and may be deducted from cash distributions or charged directly to the accounts of ADS holders. See "Description of American Depositary Shares" for a more detailed description of the terms of the ADSs and the Deposit Agreement.

Dividend Policy. Under German corporate law, dividends are paid out of the distributable profit (Bilanzgewinn) of the Company as determined in accordance with the German Commercial Code (Handelsgesetzbuch, "HGB"), and are subject to approval by the annual general meeting of shareholders (Hauptversammlung). Dividends, if declared, are denominated and paid in euros.

German withholding tax applies to dividends paid to shareholders (including ADS holders) at a statutory rate of 26.375%, consisting of 25% Kapitalertragsteuer (capital gains withholding tax) plus a 5.5% Solidaritätszuschlag (solidarity surcharge) thereon. US holders of ADSs may be entitled to a reduced treaty withholding rate of 15% under Article 10 of the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation, subject to compliance with applicable certification and procedural requirements. See "Taxation" for a more detailed discussion.

Taxation. For a discussion of the material US federal income tax and German tax consequences of the acquisition, ownership, and disposition of ADSs, see "Taxation" elsewhere in this prospectus. Based on its preliminary analysis of its income, assets, and activities, the Company does not believe it is, and does not expect to become, a passive foreign investment company ("PFIC") for US federal income tax purposes for the current taxable year or the foreseeable future. However, there can be no assurance that the Company will not be classified as a PFIC in the current year or in any future year, as PFIC status is determined annually and depends on facts and circumstances that may change. US holders are strongly urged to consult their own tax advisors regarding the US federal, state, local, and non-US tax consequences of investing in our ADSs, including the potential application of the PFIC rules.

Foreign Private Issuer Status

The Company qualifies as a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended. As a foreign private issuer, the Company will be subject to reduced SEC reporting obligations compared to domestic US issuers, including the filing of annual reports on Form 20-F and current reports on Form 6-K, rather than annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.

In addition, as a foreign private issuer, the Company is permitted to follow certain German home-country corporate governance practices in lieu of certain Nasdaq listing standards. The Company has filed a corporate governance exemption notice with Nasdaq describing the significant differences between its home-country governance practices and the Nasdaq listing standards that would otherwise apply. See "Management — Corporate Governance Differences" for further details.

The Company will first be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 with respect to the effectiveness of its internal control over financial reporting for the fiscal year ending December 31, 2027.

Regulation S Concurrent Offering

Concurrently with this offering of ADSs in the United States, a separate offering of ordinary shares is being made outside the United States in reliance on Regulation S under the Securities Act. The terms of the Regulation S offering are being coordinated with this US offering. The ordinary shares offered in the Regulation S offering have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Risk Factors Summary

An investment in our ADSs involves significant risks. You should carefully consider all of the information set forth in this prospectus, and in particular the specific risk factors set forth under "Risk Factors" beginning on page [●] of this prospectus, before deciding whether to invest in our ADSs. Among the principal risks are the following:

• Risks related to the semiconductor industry, including cyclicality, rapid technological change, and intense competition from established players and new entrants;

• Risks related to SiC and GaN technology development and commercialization, including the risk that these technologies may not achieve widespread market adoption as quickly as anticipated, or that competing technologies may emerge;

• Risks related to our operations in multiple jurisdictions, including the People's Republic of China, and the potential impact of export controls, economic sanctions, trade restrictions, and broader geopolitical tensions on our business;

• Risks related to our dependence on key customers and concentration of revenues in the automotive market, which is subject to its own cyclical and structural dynamics;

• Risks related to the construction and ramp-up of Fab 3 in Dresden, including the potential for construction delays, cost overruns, equipment commissioning challenges, and failure to achieve target production yields;

• Risks related to the Company's status as a foreign private issuer, including reduced disclosure and reporting obligations, which may result in less publicly available information about the Company compared to domestic US issuers;

• Risks related to currency fluctuations between the euro and the US dollar, which may adversely affect the US dollar value of our financial results and the value of distributions to ADS holders;

• Risks related to the ADSs and the dual listing on the Frankfurt Stock Exchange and the Nasdaq Global Select Market, including potential liquidity fragmentation, arbitrage activity, and the challenges of maintaining compliance with the listing rules and regulatory requirements of both exchanges;

• Risks that ADS holders may not be able to exercise voting rights or receive dividends in a timely manner due to the procedures and limitations of the Deposit Agreement and the involvement of the Depositary;

• Tax risks, including the potential future classification of the Company as a passive foreign investment company ("PFIC"), which could result in materially adverse US federal income tax consequences for US holders of ADSs; and

• Risks related to the expiration of the lock-up period and potential future sales by the Company's major shareholders, which could adversely affect the market price of our ADSs.

Legal Matters. The validity of the ADSs and certain matters of US federal and New York law will be passed upon for the Company by Calderwood & Harkness LLP, One Liberty Plaza, 42nd Floor, New York, New York 10006. Certain matters of US federal and New York law will be passed upon for the underwriters by Varen & Kessler LLP, 51 West 52nd Street, New York, New York 10019. Certain matters of German law, including the validity of the ordinary shares, will be passed upon for the Company by Bähr Stein Rechtsanwälte PartGmbB, Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Germany. Certain matters of German law will be passed upon for the underwriters by Prumvane Thornton LLP, Neue Mainzer Straße 52, 60311 Frankfurt am Main, Germany.

Corporate Information. Our full legal name is Halcyon Semiconductor Aktiengesellschaft. We are organized as an Aktiengesellschaft (German public stock corporation) under the laws of the Federal Republic of Germany.

• Commercial Register: HRB 217458, Amtsgericht München

• Registered and principal office: Maximilianstraße 72, 80539 Munich, Germany

• Legal Entity Identifier (LEI): 5299007KBTVZ3XQHGL48

• SEC Central Index Key (CIK): To be assigned upon EDGAR filing

• Telephone number at principal office: +49-89-[●]

• US subsidiary principal office: 2500 Augustine Drive, Suite 100, Santa Clara, California 95054

• US agent for service of process: Halcyon Semiconductor USA Inc., 1209 Orange Street, Wilmington, Delaware 19801

• Website: www.halcyonsemi.com

The information contained on, or accessible through, our website is not incorporated by reference into this prospectus and should not be considered a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

Financial Advisor. Ashton & Burke Advisory GmbH, Theatinerstraße 11, 80333 Munich, Germany, is serving as independent financial advisor to the Company in connection with this offering. The Managing Partner of Ashton & Burke Advisory GmbH is Lukas Frey. Ashton & Burke Advisory GmbH is not acting as an underwriter in this offering and will not receive any underwriting discounts or commissions.

Investor Relations. The Company has engaged Bridgeport Investor Relations LLC, 350 Fifth Avenue, Suite 6820, New York, New York 10118, as its US investor relations and communications advisor in connection with this offering and on an ongoing basis. The senior contact at Bridgeport Investor Relations LLC is Thomas Harding, Senior Vice President. Inquiries from US-based investors and analysts may be directed to Mr. Harding at the address above or by email at the contact information set forth on our website.

Conventions Used in This Prospectus

In this prospectus, unless otherwise indicated or the context otherwise requires:

• All references to "€" or "euro" are to the single currency of the member states of the European Economic and Monetary Union.

• All references to "$," "US$," or "US dollars" are to United States dollars.

• Convenience translations of euro amounts into US dollars have been made at the rate of €1.00 = $1.078, the noon buying rate of the Federal Reserve Bank of New York on January 10, 2026. Such translations should not be construed as representations that the euro amounts referred to herein could have been or could be converted into US dollars at such rate or at any other rate.

• All financial data is presented in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), unless otherwise stated.

• Market and industry data cited in this prospectus are derived from publicly available sources, including independent industry research reports, government publications, and the Company's internal estimates. The Company has not independently verified third-party data and cannot guarantee its accuracy or completeness.

• Certain amounts and percentages presented in this prospectus have been subject to rounding adjustments. Accordingly, discrepancies in tables between totals and the sums of the amounts listed are due to rounding.

[Remainder of Prospectus Continues]

Per ADS	Total (Base Deal)
Public offering price	$[●]	$[●]
Underwriting discounts and commissions^(1)^	$[●]	$[●]
Proceeds to the Company (before expenses)^(2)^	$[●]	$[●]
Proceeds to selling shareholders (before expenses)^(3)^	$[●]	$[●]
Role	Entity
Joint Book-Running Manager (Lead Left)	Westbridge Securities LLC
Joint Book-Running Manager	Pinnacle Morgan & Co., Inc.
Joint Book-Running Manager	Andover Barcliffe Group Inc.
Co-Manager	Northpointe Capital LLC
Metric (€ millions, except percentages and per-share data)	FY2023	FY2024	FY2025 (unaudited)
Revenue	3,214	3,508	3,820
EBITDA	869	966	1,069
EBITDA Margin	27.0%	27.5%	28.0%
Net Income	482	541	612
Total Assets	6,310	6,820	7,450
Total Debt	1,180	1,020	890
Cash and Cash Equivalents	520	610	740
Net Debt	660	410	150
Capital Expenditures	680	750	820
Name	Title	Key Background
Dr. Friedrich Wendt	Chief Executive Officer (Vorstandsvorsitzender)	Age 58; former CTO of Halcyon; joined the Company in 2004; holds a PhD in electrical engineering from Technische Universität Dresden
Katarina Dalmqvist	Chief Financial Officer (Finanzvorstand)	Age 49; joined Halcyon from Regenhardt Industries in 2019; holds an MBA from INSEAD, Fontainebleau, France
Dr. Marcus Helder	Chief Technology Officer	Age 52; co-founder of Halcyon Semiconductor in 1997; holds a PhD in material science from ETH Glenrock Assurance, Switzerland
Ingrid Baumann	Chief Operating Officer	Age 46; previously Vice President, Manufacturing; has served in various operational roles at Halcyon for 18 years

Wilhelm Ostermann	General Counsel (Chefjustitiar)	Age 54; German-qualified attorney (Rechtsanwalt); joined the Company in 2012 and oversees all legal and compliance matters globally
Shareholder	Shares Held	Percentage
Rheintal Industrieholding GmbH	47,945,000	22.3%
Kestrel Capital Partners AG	20,855,000	9.7%
Halcyon Employee Stock Ownership Trust	6,665,000	3.1%
Free Float	~139,535,000	~64.9%
Total	215,000,000	100.0%
Selling Shareholder	Shares Being Sold	ADSs Being Offered	Shares Retained Post-Offering	Post-Offering %
Rheintal Industrieholding GmbH	8,500,000	4,250,000	39,445,000	~16.1%
Kestrel Capital Partners AG	4,300,000	2,150,000	16,555,000	~6.8%
Total Secondary	12,800,000	6,400,000	—	—
Shares	Percentage
Pre-offering shares outstanding	215,000,000	—
New shares issued in the offering	30,000,000	—
Post-offering shares outstanding	245,000,000	100.0%
Rheintal Industrieholding GmbH (post-offering)	39,445,000	~16.1%
Kestrel Capital Partners AG (post-offering)	16,555,000	~6.8%
Halcyon Employee Stock Ownership Trust (post-offering)	6,665,000	~2.7%
Item	Detail
ADSs offered by the Company	15,000,000 ADSs (representing 30,000,000 ordinary shares)
ADSs offered by the selling shareholders	6,400,000 ADSs (representing 12,800,000 ordinary shares)
Total ADSs offered (base deal)	21,400,000 ADSs
Over-allotment option	Up to 3,210,000 additional ADSs (15% of base deal), exercisable for 30 days following pricing
ADS ratio	1 ADS = 2 ordinary shares (Stammaktien), no par value
Proposed public offering price range	$39.00 to $45.00 per ADS

Target gross proceeds (base deal)	$900,000,000
Maximum total offering size (if greenshoe fully exercised at midpoint)	Approximately $1,034,812,600
Ordinary shares outstanding before the offering	215,000,000
Ordinary shares outstanding after the offering	245,000,000 (assuming no exercise of over-allotment option)
Depositary	Meridian Trust Company, National Association (101 Barclay Street, New York, NY 10286; key contact: Patricia Novak, VP, Depositary Receipts)
Transfer agent and registrar for ADSs	Crestfield Transfer Services Inc. (6201 15th Avenue, Brooklyn, NY 11219; key contact: Angela Moretti, Director, Corporate Actions)
Depositary fees	$0.05 per ADS per annum, payable by ADS holders
Proposed Nasdaq listing	Nasdaq Global Select Market
Proposed Nasdaq ticker symbol	HCYN
Existing listing	Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment
Purpose	Approximate Amount	% of Net Proceeds
Expansion of SiC fabrication facility (Fab 3), Dresden	$280,000,000	46.1%
R&D — next-generation GaN power devices	$140,000,000	23.0%
Repayment of revolving credit facility tranche	$100,000,000	16.5%
General corporate purposes and working capital	$87,950,000	14.5%
Total	$607,950,000	100.0%
Underwriter	Allocation	Amount
Westbridge Securities LLC	40%	$12,600,000
Pinnacle Morgan & Co., Inc.	30%	$9,450,000
Andover Barcliffe Group Inc.	20%	$6,300,000
Northpointe Capital LLC	10%	$3,150,000
Total	100%	$31,500,000

Subject to completion, dated [●], 2026
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Registration Statement on Form F-1 filed with the Securities and Exchange Commission. Filed pursuant to the Securities Act of 1933, as amended.
PRELIMINARY PROSPECTUS
Halcyon Semiconductor AG
Halcyon Semiconductor Aktiengesellschaft
21,400,000 American Depositary Shares
Each Representing 2 Ordinary Shares (Stammaktien), No Par Value
This is the initial public offering of American Depositary Shares ("ADSs") of Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company") in the United States. Prior to this offering, there has been no public market for the ADSs in the United States.
The Company is offering 15,000,000 ADSs (the "Primary ADSs"). The selling shareholders identified in this prospectus are offering 6,400,000 ADSs (the "Secondary ADSs"). The Company will not receive any proceeds from the sale of ADSs by the selling shareholders.
Each ADS represents 2 ordinary shares (Stammaktien), no par value, of the Company (the "ADS Ratio"). The ordinary shares underlying the ADSs are deposited with a custodian in Germany for the account of Meridian Trust Company, National Association, as depositary (the "Depositary").
The estimated public offering price is between $39.00 and $45.00 per ADS.
The Company's ordinary shares are listed and traded on the Frankfurt Stock Exchange under the ticker symbol "HCY" in the Prime Standard segment. Application has been made to list the ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN."
The Company is a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended, and, as such, is subject to reduced public reporting requirements.
Investing in our ADSs involves significant risks. See "Risk Factors" beginning on page [●] of this prospectus.
(1) The underwriting discount equals 3.50% of the public offering price per ADS. Based on an assumed public offering price of $42.06 per ADS (the midpoint of the estimated price range set forth above), the total underwriting discount for the base offering would be approximately $31,500,000. See "Underwriting" for additional information regarding underwriting compensation.
(2) Based on the assumed midpoint price, the Company would receive primary gross proceeds of approximately $630,000,000 and net proceeds (after underwriting discount) of approximately $607,950,000, before deducting estimated offering expenses.
(3) Based on the assumed midpoint price, the selling shareholders would receive secondary gross proceeds of approximately $270,000,000 and net proceeds (after underwriting discount) of approximately $260,550,000, before deducting estimated offering expenses.
The Company and the selling shareholders have granted the underwriters an option, exercisable for 30 days after the date of this prospectus, to purchase up to 3,210,000 additional ADSs (representing 15% of the base offering of 21,400,000 ADSs) at the public offering price, less the underwriting discount, to cover over-allotments, if any. If the underwriters exercise the over-allotment option in full at the assumed midpoint price, the total offering size would be approximately $1,034,812,600.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the ADSs to purchasers on or about [●], 2026 (target closing/settlement date: July 6, 2026, T+2 from the anticipated pricing date of July 1, 2026).
Joint Book-Running Managers
The date of this prospectus is [●], 2026.
PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider before investing in our ADSs. You should read the entire prospectus carefully, including the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Statement Regarding Forward-Looking Statements."
Unless otherwise indicated or the context otherwise requires, all references in this prospectus to "Halcyon," "we," "us," "our," and the "Company" refer to Halcyon Semiconductor Aktiengesellschaft and its consolidated subsidiaries. All references to "ADSs" refer to American Depositary Shares, each representing 2 ordinary shares (Stammaktien), no par value, of the Company. All financial data presented in this prospectus is denominated in euros ("€") unless otherwise stated. Convenience translations of euro amounts into United States dollars ("US$" or "$") have been made at the rate of €1.00 = $1.078, the noon buying rate of the Federal Reserve Bank of New York on January 10, 2026. Such translations should not be construed as representations that the euro amounts referred to herein could have been or could be converted into US dollars at such rate or at any other rate.
Our Company
Overview. Halcyon Semiconductor Aktiengesellschaft is a leading designer and manufacturer of advanced power semiconductor devices, specializing in silicon carbide ("SiC") and gallium nitride ("GaN") chips for the automotive, industrial, and renewable energy end markets. We are at the forefront of the global transition from legacy silicon-based power semiconductors to wide-bandgap materials, which offer superior energy efficiency, thermal performance, and power density for next-generation applications in electric mobility, sustainable energy infrastructure, and advanced industrial systems.
We are organized as an Aktiengesellschaft (German public stock corporation) under the laws of the Federal Republic of Germany. The Company is registered in Munich, Bavaria, with entry number HRB 217458 at the Amtsgericht (local court) München. Our registered and principal office is located at Maximilianstraße 72, 80539 Munich, Germany. Halcyon was founded in 1997 by a team of semiconductor physicists and engineers, including our current Chief Technology Officer, Dr. Marcus Helder, and has since grown into one of Europe's premier power semiconductor companies.
Our ordinary shares are listed and traded on the Frankfurt Stock Exchange in the Prime Standard segment under the ticker symbol "HCY." As of the date of this prospectus, we employ approximately 8,400 people worldwide across our offices, fabrication facilities, and distribution centers in Germany, the United States, the Czech Republic, Singapore, and China.
Industry Position and Technology
We design and manufacture advanced power semiconductor devices that are critical enablers of electrification and energy efficiency across a broad range of applications. Our core technology platforms are based on silicon carbide (SiC) and gallium nitride (GaN) — collectively referred to as "wide-bandgap" or "WBG" materials — which represent a fundamental shift in power electronics design. Compared to traditional silicon-based power devices, SiC and GaN semiconductors deliver significantly lower switching losses, higher operating temperatures, greater power density, and reduced system-level weight and volume, making them ideally suited for the demanding performance requirements of modern power conversion and management applications.
Our key end-market verticals include:
• Automotive. We supply SiC and GaN power devices for electric vehicle ("EV") powertrains, including traction inverters, on-board chargers ("OBCs"), and DC-DC converters. Our automotive-grade devices are designed and qualified to AEC-Q101 and AQG 324 standards and are deployed by several leading global automotive original equipment manufacturers ("OEMs") in their current and next-generation EV platforms.
• Industrial. We provide power semiconductor solutions for a wide range of industrial applications, including motor drives, switch-mode power supplies, uninterruptible power supplies ("UPS"), and factory automation systems. Our industrial products are designed for high reliability and long operational lifetimes under demanding operating conditions.
• Renewable Energy. We are a key supplier of SiC and GaN power devices for solar inverters, wind turbine power converters, and battery energy storage systems ("BESS"). Our devices enable higher conversion efficiencies and more compact system designs, contributing to the reduction in the levelized cost of energy ("LCOE") for renewable power generation.
A core element of our competitive differentiation is our proprietary fabrication capabilities, including vertically integrated SiC manufacturing. We control critical process steps from SiC crystal growth and substrate preparation through epitaxial deposition, front-end wafer fabrication, and back-end module assembly and testing. This vertical integration allows us to optimize device performance, maintain rigorous quality control, ensure security of supply for our customers, and capture a greater share of the semiconductor value chain.
Global Operations and Subsidiaries
We operate through a network of wholly owned subsidiaries across Europe, North America, and the Asia-Pacific region, providing us with global reach in manufacturing, sales, application engineering, and customer support. Our principal operating subsidiaries are as follows:
Halcyon Semiconductor USA Inc. — A corporation organized under the laws of the State of Delaware, 100% owned by Halcyon Semiconductor Aktiengesellschaft. This subsidiary serves as our primary US platform for sales, application engineering, and customer support. Its registered address is 1209 Orange Street, Wilmington, Delaware 19801, and its principal office is located at 2500 Augustine Drive, Suite 100, Santa Clara, California 95054. Employer Identification Number: 84-3927561. Halcyon Semiconductor USA Inc. also serves as our authorized agent for service of process in the United States in connection with this offering and the registration statement of which this prospectus forms a part.
Halcyon Power Solutions GmbH — A Gesellschaft mit beschränkter Haftung organized under the laws of Germany, 100% owned by Halcyon Semiconductor Aktiengesellschaft, located in Dresden, Germany. This subsidiary operates our second SiC fabrication facility (referred to as "Fab 2"), which commenced commercial production in 2021 and currently operates at a 150mm wafer diameter with capacity of approximately 18,000 wafer starts per month. Fab 3, our next-generation 200mm SiC fabrication facility, is currently under construction at Königsbrücker Straße 180, 01099 Dresden, and is expected to begin initial production qualifications in the second half of calendar year 2027, with full ramp to volume production anticipated by mid-2029.
Halcyon Asia Pacific Pte. Ltd. — A private limited company organized under the laws of the Republic of Singapore, 100% owned by Halcyon Semiconductor Aktiengesellschaft. This subsidiary serves as our Asia-Pacific sales hub and regional distribution center. Its registered office is located at 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981. This entity manages our relationships with key customers and distributors across Japan, South Korea, Taiwan, and Southeast Asia.
Halcyon Shanghai Semiconductor Co., Ltd. — A wholly foreign-owned enterprise ("WFOE") organized under the laws of the People's Republic of China, 100% owned by Halcyon Semiconductor Aktiengesellschaft. This subsidiary provides sales and engineering support to our customers in mainland China and is located at No. 500 Zhangheng Road, Pudong New Area, Shanghai 201203. China represents one of the largest and fastest-growing markets for power semiconductors globally, and our Shanghai subsidiary plays a critical role in serving demand from Chinese automotive OEMs and renewable energy system integrators.
Halcyon Automotive Components s.r.o. — A společnost s ručením omezeným organized under the laws of the Czech Republic, 100% owned by Halcyon Semiconductor Aktiengesellschaft. This subsidiary performs module assembly and testing operations at its facility located at Technologický park 6, 612 00 Brno, Czech Republic. The Brno facility specializes in the production and testing of advanced power modules for automotive and industrial applications, leveraging cost-effective manufacturing capabilities and proximity to our central European supply chain.
Competitive Strengths. We believe the following competitive strengths differentiate us in the global power semiconductor market and position us for sustained long-term growth:
• Leadership in wide-bandgap semiconductor technology. We are one of the world's leading developers and manufacturers of SiC and GaN power semiconductors. Our deep expertise in wide-bandgap materials science and device engineering, built over more than two decades of focused R&D investment, provides us with significant technology and manufacturing know-how that is difficult to replicate.
• Vertically integrated manufacturing with proprietary SiC crystal growth. Unlike many of our competitors who rely on third-party substrate suppliers, we have developed proprietary SiC crystal growth capabilities that allow us to produce our own high-quality SiC substrates. This vertical integration from raw material to finished device provides meaningful advantages in cost, quality, and security of supply, while also enabling us to capture margin at every stage of the value chain.
• Diversified end-market exposure. Our products serve a broad range of high-growth end markets, including automotive, industrial, and renewable energy applications. This diversification reduces our dependence on any single market or application and provides us with multiple avenues for sustained revenue growth.
• Deep customer relationships with leading automotive OEMs and industrial companies. We have established long-standing relationships with many of the world's leading automotive OEMs, Tier 1 automotive suppliers, industrial conglomerates, and renewable energy companies. The design-in cycles for automotive power semiconductors are typically long (3–7 years), creating significant switching costs and providing us with strong revenue visibility once our devices are qualified and designed into customer platforms.
• Robust R&D pipeline with strong patent portfolio. As of the date of this prospectus, we hold or have filed applications for over 1,400 patents and patent applications globally, covering key aspects of our SiC and GaN device architectures, manufacturing processes, and packaging technologies. Our annual R&D investment consistently exceeds 10% of revenue, reflecting our commitment to technology leadership and innovation.
• Experienced management team with deep domain expertise. Our management team combines decades of experience in power semiconductor technology, manufacturing operations, and international business development. Our CEO, Dr. Friedrich Wendt, has been with the Company since 2004 and served as CTO prior to his appointment as CEO. Our CTO, Dr. Marcus Helder, is a co-founder of the Company and is widely recognized as a pioneer in SiC power device development.
• Consistent financial performance with expanding margins. We have delivered consistent revenue growth and margin expansion over the past several fiscal years, reflecting the strong underlying demand for our products, effective operational execution, and the benefits of our integrated business model. Our EBITDA margin has expanded from 27.0% in fiscal year 2023 to 28.0% in fiscal year 2025, while our net debt has declined significantly from €660 million to €150 million over the same period.
Growth Strategy. We intend to pursue the following key strategic initiatives to drive continued growth and enhance shareholder value:
• Expansion of SiC fabrication capacity through Fab 3 construction in Dresden. We are investing significantly in the construction and equipping of our next-generation 200mm SiC fabrication facility (Fab 3) in Dresden, Germany. When fully ramped, Fab 3 is expected to more than double our SiC wafer fabrication capacity, positioning us to meet the rapidly growing demand from automotive and industrial customers for SiC-based power devices. A substantial portion of the net proceeds from this offering will be allocated to Fab 3 construction and equipment.
• Investment in next-generation GaN power device R&D. We are accelerating our R&D investment in gallium nitride power device technology, which we believe will complement our SiC product portfolio and address a growing range of applications in consumer electronics, data center power supplies, and fast-charging infrastructure. We intend to allocate a significant portion of the net proceeds from this offering to GaN R&D programs.
• Deepening penetration in electric vehicle and renewable energy markets. We intend to deepen our penetration in the automotive and renewable energy end markets by expanding our product portfolio, enhancing our application engineering capabilities, and strengthening our relationships with key customers globally. The ongoing electrification of the automotive fleet and the expansion of renewable energy generation capacity represent significant long-term growth drivers for our business.
• Expansion of US market presence, supported by the US listing and ADR program. We believe that establishing a US listing through this offering will enhance our visibility among US-based investors, customers, and talent. The listing on the Nasdaq Global Select Market is also expected to support our efforts to expand our US customer base and strengthen our position in the North American power semiconductor market.
• Selective strategic partnerships and technology licensing. We intend to pursue selective strategic partnerships and technology licensing arrangements with complementary technology companies, system integrators, and research institutions to accelerate product development, broaden our technology portfolio, and extend our market reach.
Selected Financial Data
Key Financial Highlights (IFRS, Consolidated)
The following table sets forth selected consolidated financial data for the periods indicated. The financial data for fiscal years 2023 and 2024 has been derived from our audited consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), which are included elsewhere in this prospectus. The financial data for fiscal year 2025 is unaudited and has been derived from our unaudited consolidated management accounts. The selected consolidated financial data set forth below should be read in conjunction with our consolidated financial statements and related notes thereto, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations," each of which is included elsewhere in this prospectus.
The following are certain supplemental observations regarding the financial data presented above:
• Our revenue has grown at a compound annual growth rate ("CAGR") of approximately 9.0% from fiscal year 2023 to fiscal year 2025, driven by increasing adoption of our SiC and GaN power devices across our core end markets, particularly in the automotive and renewable energy sectors.
• Our fiscal year 2025 revenue of €3,820 million translates to approximately $4,118.0 million based on the convenience translation rate of €1.00 = $1.078.
• Our EBITDA margin has expanded from 27.0% in fiscal year 2023 to 28.0% in fiscal year 2025, reflecting operational efficiencies from increased manufacturing utilization, a favorable shift in product mix toward higher-margin SiC devices, and disciplined cost management.
• Our net debt has declined from €660 million in fiscal year 2023 to €150 million in fiscal year 2025, reflecting strong free cash flow generation and prudent capital allocation despite significant ongoing investment in Fab 3 construction and R&D programs.
• As of January 10, 2026, the Company's market capitalization on the Frankfurt Stock Exchange was approximately €8.6 billion, based on 215,000,000 ordinary shares outstanding and the prevailing share price on that date.
Financial Statements and Auditors
Our consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the IASB. Our consolidated financial statements for fiscal years 2023 and 2024 have been audited by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, an independent registered public accounting firm with offices in Munich, Germany. The lead engagement partner for our audits is Dieter Kaufmann, Wirtschaftsprüfer. The fiscal year 2025 financial data presented in this prospectus is unaudited.
Blackmere & Whitfield LLP, the global network affiliate of our auditors, is registered with the Public Company Accounting Oversight Board ("PCAOB") of the United States. The US contact for PCAOB-related matters is Graham Templeton, Partner, Blackmere & Whitfield LLP, 7 Times Square, New York, New York 10036. The report of Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft on our consolidated financial statements for fiscal years 2023 and 2024, which includes an unqualified opinion, is included elsewhere in this prospectus.
Management
Vorstand (Management Board)
Under German corporate law, the Vorstand (Management Board) is responsible for the day-to-day management and strategic direction of the Company. The members of our Vorstand as of the date of this prospectus are as follows:
For additional biographical information regarding the members of our Vorstand and their compensation, see "Management" elsewhere in this prospectus.
Aufsichtsrat (Supervisory Board)
Under German corporate law, the Aufsichtsrat (Supervisory Board) is responsible for appointing and overseeing the members of the Vorstand, approving certain significant transactions, and representing the Company in dealings with the Vorstand. The chairperson of our Aufsichtsrat is:
• Prof. Dr. Anneliese Voss — Age 63; former dean of engineering at Universität Stuttgart; has served as an independent member of the Aufsichtsrat since 2018.
Additional members of the Aufsichtsrat will be disclosed in the full prospectus. See "Management — Aufsichtsrat (Supervisory Board)" for further details.
Principal and Selling Shareholders
Pre-Offering Ownership. The following table sets forth the beneficial ownership of our ordinary shares as of the date of this prospectus, immediately prior to this offering:
Rheintal Industrieholding GmbH is a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany. It is a Düsseldorf-based family holding company of the Wendt family, controlled by Margarethe Wendt (sister of our CEO, Dr. Friedrich Wendt), who serves as its Managing Director (Geschäftsführerin). The registered address of Rheintal Industrieholding GmbH is Königsallee 60, 40212 Düsseldorf, Germany. Rheintal Industrieholding GmbH has been a shareholder of the Company since its founding and is the Company's largest single shareholder.
Kestrel Capital Partners AG is an Aktiengesellschaft organized under the laws of Switzerland. It is a Glenrock Assurance-based European technology-focused investment fund. The Managing Partner of Kestrel Capital Partners AG is Henrik Sørensen. The registered address of Kestrel Capital Partners AG is Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland. Kestrel Capital Partners AG first acquired shares in Halcyon in 2015 and has been a significant strategic investor in the Company since that time.
Selling Shareholders in This Offering
The following table sets forth the number of ordinary shares and corresponding ADSs being offered by each selling shareholder in this offering, as well as their retained holdings and post-offering ownership percentages:
Post-offering percentages are calculated based on 245,000,000 ordinary shares expected to be outstanding after the issuance of 30,000,000 new ordinary shares in connection with the primary offering. The selling shareholders will not receive any proceeds from any new ordinary shares issued by the Company, and the Company will not receive any proceeds from the sale of ADSs by the selling shareholders.
Post-Offering Capitalization Summary
The following table summarizes the expected changes in our share capital as a result of this offering:
The foregoing table does not give effect to the exercise of the over-allotment option. If the underwriters exercise the over-allotment option in full, additional ADSs will be sold by the Company and/or the selling shareholders, which would result in further dilution of existing shareholders' ownership percentages. See "Dilution" and "Principal and Selling Shareholders" elsewhere in this prospectus for further details.
The Offering
Summary of Offering Terms
The following is a summary of the principal terms of this offering. For a more complete description of the terms of the ADSs and this offering, see "Description of American Depositary Shares" and "Underwriting" elsewhere in this prospectus.
Use of Proceeds
The Company expects to receive net proceeds from the sale of the Primary ADSs of approximately $607,950,000, after deducting underwriting discounts of approximately $22,050,000, based on the assumed midpoint price of $42.06 per ADS, and before deducting estimated offering expenses payable by the Company. The Company will not receive any proceeds from the sale of ADSs by the selling shareholders.
We intend to use the net proceeds from this offering as follows:
The foregoing represents our current intentions with respect to the use of the net proceeds from this offering based on our present plans and business conditions. Our management will retain broad discretion in the allocation and use of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of such proceeds. Pending the uses described above, we intend to invest the net proceeds from this offering in short-term, interest-bearing, investment-grade securities, certificates of deposit, or direct or guaranteed obligations of the United States government. See "Use of Proceeds" for additional information.
Underwriting. We have entered into an underwriting agreement with the underwriters named below with respect to the ADSs being offered. The following table sets forth the underwriters for this offering and their respective roles:
• Lead left bookrunner and representative of the underwriters: Westbridge Securities LLC, 383 Madison Avenue, New York, New York 10179. Key contact: Jonathan Hartwell, Managing Director, Global Equity Capital Markets.
• Joint bookrunner: Pinnacle Morgan & Co., Inc., 200 Park Avenue, New York, New York 10166. Key contact: Sarah Okonkwo, Director, Equity Capital Markets.
• Joint bookrunner: Andover Barcliffe Group Inc., 1251 Avenue of the Americas, New York, New York 10020. Key contact: David Reinhardt, Managing Director, Equity Capital Markets.
• Co-manager: Northpointe Capital LLC, 140 Broadway, New York, New York 10005. Key contact: Lisa Cheng, Vice President, Equity Capital Markets.
The gross spread payable to the underwriters is 3.50% of the gross proceeds of the offering, which, based on the assumed midpoint price and the base deal, would result in total underwriting discounts and commissions of approximately $31,500,000. The underwriter economics allocation among the syndicate members is as follows:
See "Underwriting" for additional information regarding the terms of the underwriting agreement, including the underwriters' obligations and the conditions to closing.
Lock-Up Agreements. In connection with this offering, the Company, the selling shareholders, and the officers and directors of the Company have agreed to enter into lock-up agreements with the underwriters. The lock-up period is 180 days from the date of pricing of this offering. Based on the target pricing date of July 1, 2026, the lock-up period would expire on approximately December 28, 2026. The lock-up agreements apply to:
• The Company, with respect to new share issuances;
• All selling shareholders (with respect to their retained shares), including Rheintal Industrieholding GmbH and Kestrel Capital Partners AG; and
• Officers and directors of the Company, including Dr. Friedrich Wendt, Katarina Dalmqvist, Dr. Marcus Helder, Ingrid Baumann, Wilhelm Ostermann, and Prof. Dr. Anneliese Voss.
During the lock-up period, subject to certain limited exceptions, the foregoing persons and entities have agreed not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any ordinary shares, ADSs, or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs, without the prior written consent of Westbridge Securities LLC, as representative of the underwriters. Westbridge Securities LLC has sole authority to consent to any waiver of the lock-up restrictions.
See "Shares Eligible for Future Sale" and "Underwriting" elsewhere in this prospectus for further details regarding the lock-up agreements and the potential impact of the expiration of the lock-up period on the market price of our ADSs.
ADSs and the Deposit Agreement
ADSs representing ordinary shares of the Company will be issued by Meridian Trust Company, National Association, as Depositary, pursuant to a Deposit Agreement to be entered into among the Company, the Depositary, and all holders and beneficial owners of ADSs from time to time (the "Deposit Agreement"). A copy of the form of Deposit Agreement will be filed as an exhibit to the registration statement of which this prospectus forms a part.
The Deposit Agreement will be governed by the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof. Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, 2 ordinary shares deposited with the custodian in Germany for the account of the Depositary.
ADS holders will have the right to receive dividends and other distributions on the underlying ordinary shares, subject to the terms and conditions of the Deposit Agreement and applicable German withholding taxes. ADS holders will also have the ability to instruct the Depositary regarding the exercise of voting rights with respect to the underlying ordinary shares, subject to the procedures and limitations set forth in the Deposit Agreement.
ADS holders will be required to pay an annual depositary fee of $0.05 per ADS, which will be assessed by the Depositary and may be deducted from cash distributions or charged directly to the accounts of ADS holders. See "Description of American Depositary Shares" for a more detailed description of the terms of the ADSs and the Deposit Agreement.
Dividend Policy. Under German corporate law, dividends are paid out of the distributable profit (Bilanzgewinn) of the Company as determined in accordance with the German Commercial Code (Handelsgesetzbuch, "HGB"), and are subject to approval by the annual general meeting of shareholders (Hauptversammlung). Dividends, if declared, are denominated and paid in euros.
German withholding tax applies to dividends paid to shareholders (including ADS holders) at a statutory rate of 26.375%, consisting of 25% Kapitalertragsteuer (capital gains withholding tax) plus a 5.5% Solidaritätszuschlag (solidarity surcharge) thereon. US holders of ADSs may be entitled to a reduced treaty withholding rate of 15% under Article 10 of the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation, subject to compliance with applicable certification and procedural requirements. See "Taxation" for a more detailed discussion.
Taxation. For a discussion of the material US federal income tax and German tax consequences of the acquisition, ownership, and disposition of ADSs, see "Taxation" elsewhere in this prospectus. Based on its preliminary analysis of its income, assets, and activities, the Company does not believe it is, and does not expect to become, a passive foreign investment company ("PFIC") for US federal income tax purposes for the current taxable year or the foreseeable future. However, there can be no assurance that the Company will not be classified as a PFIC in the current year or in any future year, as PFIC status is determined annually and depends on facts and circumstances that may change. US holders are strongly urged to consult their own tax advisors regarding the US federal, state, local, and non-US tax consequences of investing in our ADSs, including the potential application of the PFIC rules.
Foreign Private Issuer Status
The Company qualifies as a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended. As a foreign private issuer, the Company will be subject to reduced SEC reporting obligations compared to domestic US issuers, including the filing of annual reports on Form 20-F and current reports on Form 6-K, rather than annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.
In addition, as a foreign private issuer, the Company is permitted to follow certain German home-country corporate governance practices in lieu of certain Nasdaq listing standards. The Company has filed a corporate governance exemption notice with Nasdaq describing the significant differences between its home-country governance practices and the Nasdaq listing standards that would otherwise apply. See "Management — Corporate Governance Differences" for further details.
The Company will first be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 with respect to the effectiveness of its internal control over financial reporting for the fiscal year ending December 31, 2027.
Regulation S Concurrent Offering
Concurrently with this offering of ADSs in the United States, a separate offering of ordinary shares is being made outside the United States in reliance on Regulation S under the Securities Act. The terms of the Regulation S offering are being coordinated with this US offering. The ordinary shares offered in the Regulation S offering have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
Risk Factors Summary
An investment in our ADSs involves significant risks. You should carefully consider all of the information set forth in this prospectus, and in particular the specific risk factors set forth under "Risk Factors" beginning on page [●] of this prospectus, before deciding whether to invest in our ADSs. Among the principal risks are the following:
• Risks related to the semiconductor industry, including cyclicality, rapid technological change, and intense competition from established players and new entrants;
• Risks related to SiC and GaN technology development and commercialization, including the risk that these technologies may not achieve widespread market adoption as quickly as anticipated, or that competing technologies may emerge;
• Risks related to our operations in multiple jurisdictions, including the People's Republic of China, and the potential impact of export controls, economic sanctions, trade restrictions, and broader geopolitical tensions on our business;
• Risks related to our dependence on key customers and concentration of revenues in the automotive market, which is subject to its own cyclical and structural dynamics;
• Risks related to the construction and ramp-up of Fab 3 in Dresden, including the potential for construction delays, cost overruns, equipment commissioning challenges, and failure to achieve target production yields;
• Risks related to the Company's status as a foreign private issuer, including reduced disclosure and reporting obligations, which may result in less publicly available information about the Company compared to domestic US issuers;
• Risks related to currency fluctuations between the euro and the US dollar, which may adversely affect the US dollar value of our financial results and the value of distributions to ADS holders;
• Risks related to the ADSs and the dual listing on the Frankfurt Stock Exchange and the Nasdaq Global Select Market, including potential liquidity fragmentation, arbitrage activity, and the challenges of maintaining compliance with the listing rules and regulatory requirements of both exchanges;
• Risks that ADS holders may not be able to exercise voting rights or receive dividends in a timely manner due to the procedures and limitations of the Deposit Agreement and the involvement of the Depositary;
• Tax risks, including the potential future classification of the Company as a passive foreign investment company ("PFIC"), which could result in materially adverse US federal income tax consequences for US holders of ADSs; and
• Risks related to the expiration of the lock-up period and potential future sales by the Company's major shareholders, which could adversely affect the market price of our ADSs.
Legal Matters. The validity of the ADSs and certain matters of US federal and New York law will be passed upon for the Company by Calderwood & Harkness LLP, One Liberty Plaza, 42nd Floor, New York, New York 10006. Certain matters of US federal and New York law will be passed upon for the underwriters by Varen & Kessler LLP, 51 West 52nd Street, New York, New York 10019. Certain matters of German law, including the validity of the ordinary shares, will be passed upon for the Company by Bähr Stein Rechtsanwälte PartGmbB, Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Germany. Certain matters of German law will be passed upon for the underwriters by Prumvane Thornton LLP, Neue Mainzer Straße 52, 60311 Frankfurt am Main, Germany.
Corporate Information. Our full legal name is Halcyon Semiconductor Aktiengesellschaft. We are organized as an Aktiengesellschaft (German public stock corporation) under the laws of the Federal Republic of Germany.
• Commercial Register: HRB 217458, Amtsgericht München
• Registered and principal office: Maximilianstraße 72, 80539 Munich, Germany
• Legal Entity Identifier (LEI): 5299007KBTVZ3XQHGL48
• SEC Central Index Key (CIK): To be assigned upon EDGAR filing
• Telephone number at principal office: +49-89-[●]
• US subsidiary principal office: 2500 Augustine Drive, Suite 100, Santa Clara, California 95054
• US agent for service of process: Halcyon Semiconductor USA Inc., 1209 Orange Street, Wilmington, Delaware 19801
• Website: www.halcyonsemi.com
The information contained on, or accessible through, our website is not incorporated by reference into this prospectus and should not be considered a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
Financial Advisor. Ashton & Burke Advisory GmbH, Theatinerstraße 11, 80333 Munich, Germany, is serving as independent financial advisor to the Company in connection with this offering. The Managing Partner of Ashton & Burke Advisory GmbH is Lukas Frey. Ashton & Burke Advisory GmbH is not acting as an underwriter in this offering and will not receive any underwriting discounts or commissions.
Investor Relations. The Company has engaged Bridgeport Investor Relations LLC, 350 Fifth Avenue, Suite 6820, New York, New York 10118, as its US investor relations and communications advisor in connection with this offering and on an ongoing basis. The senior contact at Bridgeport Investor Relations LLC is Thomas Harding, Senior Vice President. Inquiries from US-based investors and analysts may be directed to Mr. Harding at the address above or by email at the contact information set forth on our website.
Conventions Used in This Prospectus
In this prospectus, unless otherwise indicated or the context otherwise requires:
• All references to "€" or "euro" are to the single currency of the member states of the European Economic and Monetary Union.
• All references to "$," "US$," or "US dollars" are to United States dollars.
• Convenience translations of euro amounts into US dollars have been made at the rate of €1.00 = $1.078, the noon buying rate of the Federal Reserve Bank of New York on January 10, 2026. Such translations should not be construed as representations that the euro amounts referred to herein could have been or could be converted into US dollars at such rate or at any other rate.
• All financial data is presented in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), unless otherwise stated.
• Market and industry data cited in this prospectus are derived from publicly available sources, including independent industry research reports, government publications, and the Company's internal estimates. The Company has not independently verified third-party data and cannot guarantee its accuracy or completeness.
• Certain amounts and percentages presented in this prospectus have been subject to rounding adjustments. Accordingly, discrepancies in tables between totals and the sums of the amounts listed are due to rounding.
[Remainder of Prospectus Continues]
Per ADS | Total (Base Deal)
Public offering price | $[●] | $[●]
Underwriting discounts and commissions^(1)^ | $[●] | $[●]
Proceeds to the Company (before expenses)^(2)^ | $[●] | $[●]
Proceeds to selling shareholders (before expenses)^(3)^ | $[●] | $[●]
Role | Entity
Joint Book-Running Manager (Lead Left) | Westbridge Securities LLC
Joint Book-Running Manager | Pinnacle Morgan & Co., Inc.
Joint Book-Running Manager | Andover Barcliffe Group Inc.
Co-Manager | Northpointe Capital LLC
Metric (€ millions, except percentages and per-share data) | FY2023 | FY2024 | FY2025 (unaudited)
Revenue | 3,214 | 3,508 | 3,820
EBITDA | 869 | 966 | 1,069
EBITDA Margin | 27.0% | 27.5% | 28.0%
Net Income | 482 | 541 | 612
Total Assets | 6,310 | 6,820 | 7,450
Total Debt | 1,180 | 1,020 | 890
Cash and Cash Equivalents | 520 | 610 | 740
Net Debt | 660 | 410 | 150
Capital Expenditures | 680 | 750 | 820
Name | Title | Key Background
Dr. Friedrich Wendt | Chief Executive Officer (Vorstandsvorsitzender) | Age 58; former CTO of Halcyon; joined the Company in 2004; holds a PhD in electrical engineering from Technische Universität Dresden
Katarina Dalmqvist | Chief Financial Officer (Finanzvorstand) | Age 49; joined Halcyon from Regenhardt Industries in 2019; holds an MBA from INSEAD, Fontainebleau, France
Dr. Marcus Helder | Chief Technology Officer | Age 52; co-founder of Halcyon Semiconductor in 1997; holds a PhD in material science from ETH Glenrock Assurance, Switzerland
Ingrid Baumann | Chief Operating Officer | Age 46; previously Vice President, Manufacturing; has served in various operational roles at Halcyon for 18 years
Wilhelm Ostermann | General Counsel (Chefjustitiar) | Age 54; German-qualified attorney (Rechtsanwalt); joined the Company in 2012 and oversees all legal and compliance matters globally
Shareholder | Shares Held | Percentage
Rheintal Industrieholding GmbH | 47,945,000 | 22.3%
Kestrel Capital Partners AG | 20,855,000 | 9.7%
Halcyon Employee Stock Ownership Trust | 6,665,000 | 3.1%
Free Float | ~139,535,000 | ~64.9%
Total | 215,000,000 | 100.0%
Selling Shareholder | Shares Being Sold | ADSs Being Offered | Shares Retained Post-Offering | Post-Offering %
Rheintal Industrieholding GmbH | 8,500,000 | 4,250,000 | 39,445,000 | ~16.1%
Kestrel Capital Partners AG | 4,300,000 | 2,150,000 | 16,555,000 | ~6.8%
Total Secondary | 12,800,000 | 6,400,000 | — | —
Shares | Percentage
Pre-offering shares outstanding | 215,000,000 | —
New shares issued in the offering | 30,000,000 | —
Post-offering shares outstanding | 245,000,000 | 100.0%
Rheintal Industrieholding GmbH (post-offering) | 39,445,000 | ~16.1%
Kestrel Capital Partners AG (post-offering) | 16,555,000 | ~6.8%
Halcyon Employee Stock Ownership Trust (post-offering) | 6,665,000 | ~2.7%
Item | Detail
ADSs offered by the Company | 15,000,000 ADSs (representing 30,000,000 ordinary shares)
ADSs offered by the selling shareholders | 6,400,000 ADSs (representing 12,800,000 ordinary shares)
Total ADSs offered (base deal) | 21,400,000 ADSs
Over-allotment option | Up to 3,210,000 additional ADSs (15% of base deal), exercisable for 30 days following pricing
ADS ratio | 1 ADS = 2 ordinary shares (Stammaktien), no par value
Proposed public offering price range | $39.00 to $45.00 per ADS
Target gross proceeds (base deal) | $900,000,000
Maximum total offering size (if greenshoe fully exercised at midpoint) | Approximately $1,034,812,600
Ordinary shares outstanding before the offering | 215,000,000
Ordinary shares outstanding after the offering | 245,000,000 (assuming no exercise of over-allotment option)
Depositary | Meridian Trust Company, National Association (101 Barclay Street, New York, NY 10286; key contact: Patricia Novak, VP, Depositary Receipts)
Transfer agent and registrar for ADSs | Crestfield Transfer Services Inc. (6201 15th Avenue, Brooklyn, NY 11219; key contact: Angela Moretti, Director, Corporate Actions)
Depositary fees | $0.05 per ADS per annum, payable by ADS holders
Proposed Nasdaq listing | Nasdaq Global Select Market
Proposed Nasdaq ticker symbol | HCYN
Existing listing | Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment
Purpose | Approximate Amount | % of Net Proceeds
Expansion of SiC fabrication facility (Fab 3), Dresden | $280,000,000 | 46.1%
R&D — next-generation GaN power devices | $140,000,000 | 23.0%
Repayment of revolving credit facility tranche | $100,000,000 | 16.5%
General corporate purposes and working capital | $87,950,000 | 14.5%
Total | $607,950,000 | 100.0%
Underwriter | Allocation | Amount
Westbridge Securities LLC | 40% | $12,600,000
Pinnacle Morgan & Co., Inc. | 30% | $9,450,000
Andover Barcliffe Group Inc. | 20% | $6,300,000
Northpointe Capital LLC | 10% | $3,150,000
Total | 100% | $31,500,000

Subject to completion, dated [●], 2026

PRELIMINARY PROSPECTUS

PROSPECTUS SUMMARY

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