1032-00003 · Client 1032 · Registration Statement

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

DRAFT — FOR DISCUSSION PURPOSES ONLY — PRIVILEGED AND CONFIDENTIAL

March 9, 2026

Prepared by Calderwood & Harkness LLP (C&H Matter No. 1032-00003) for inclusion in Part I of the Registration Statement on Form F-1 of Halcyon Semiconductor Aktiengesellschaft. This draft is circulated for discussion purposes only and is subject to revision. This document is protected by the attorney-client privilege and the work product doctrine. Bracketed placeholders (indicated by "[—]") denote items to be conformed to page cross-references, exhibit numbers, and final defined terms established in other sections of the prospectus.

1. General

Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," "we," "us," or "our") is a German stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany. The Company is registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under registration number HRB 217458, with its registered office and principal executive offices located at Maximilianstraße 72, 80539 Munich, Germany. For a description of the Company's business, see "[—]" and for a description of the Company's ordinary shares and related provisions of German law, see "Description of Ordinary Shares and Certain Provisions of German Law."

The Company's ordinary shares (Stammaktien), which are no par value shares (Stückaktien) within the meaning of Section 8(1) of the German Stock Corporation Act (Aktiengesetz), are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" and admitted to trading on the Prime Standard segment of the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange. The ordinary shares are settled through the facilities of Ashgrove Enterprises Banking AG.

We are offering American Depositary Shares, or ADSs, which will be listed on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN." The ADSs will be issued by Meridian Trust Company, National Association ("Meridian Trust" or the "Depositary"), a national banking association organized under the laws of the United States, headquartered at 101 Barclay Street, New York, NY 10286. The Depositary is one of the largest depositary banks in the world and currently acts as depositary for numerous ADS programs of issuers from various jurisdictions.

The rights of ADS holders will be governed by a deposit agreement (the "Deposit Agreement") to be entered into among Halcyon, Meridian Trust as Depositary, and all holders and beneficial owners of ADSs issued thereunder from time to time. The Deposit Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. A copy of the Deposit Agreement is filed as Exhibit [—] to the Registration Statement of which this prospectus forms a part.

Crestfield Transfer Services Inc., headquartered at 6201 15th Avenue, Brooklyn, NY 11219, will serve as the transfer agent and registrar for the ADSs in the United States.

The following summary describes the material terms of the ADSs and the Deposit Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Deposit Agreement and the form of American Depositary Receipt (the "ADR"), which are filed as exhibits to the Registration Statement of which this prospectus forms a part. Prospective investors and ADS holders are urged to read the Deposit Agreement and the form of ADR carefully and in their entirety. To the extent there is any inconsistency between this summary and the provisions of the Deposit Agreement or the form of ADR, the provisions of the Deposit Agreement and the form of ADR will control.

Capitalized terms used but not otherwise defined in this section shall have the meanings ascribed to them elsewhere in this prospectus or, where applicable, in the Deposit Agreement.

2. American Depositary Shares

2.1 ADS Ratio

Each ADS represents the right to receive two (2) ordinary shares (Stammaktien) of Halcyon deposited with a custodian bank in the Federal Republic of Germany (the "Custodian") appointed by the Depositary pursuant to the terms of the Deposit Agreement. Accordingly, the ADS ratio is one (1) ADS for every two (2) ordinary shares (the "ADS Ratio"). Each ADS will also represent the right to receive any other securities, cash, or other property received by the Depositary or the Custodian with respect to the deposited ordinary shares that has not been distributed to ADS holders. The deposited ordinary shares, together with any such additional securities, cash, or other property, are referred to collectively in this prospectus as "Deposited Securities."

Because each ADS represents two ordinary shares, certain calculations related to the ADSs—including distributions, voting rights, and pre-emptive rights—will be made on the basis of the ADS Ratio. Adjustments to the ADS Ratio may be made under certain circumstances as described below under "—Changes Affecting Ordinary Shares."

2.2 Form and Registration

ADSs will be evidenced by ADRs, which may be issued in certificated or uncertificated (book-entry) form. As is customary for ADS programs listed on a U.S. national securities exchange, the ADRs are expected to be issued primarily in uncertificated book-entry form registered in the name of The Depository Trust Company ("DTC") or its nominee, Cede & Co. Beneficial interests in such book-entry ADSs will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, which include banks, brokers, dealers, and other financial institutions. Holders of beneficial interests in ADSs held through DTC are herein referred to as "beneficial owners" or "beneficial holders."

Certificated ADRs may be issued in limited circumstances, including upon the request of a holder who wishes to hold ADSs directly rather than through DTC. Certificated ADRs, if issued, will contain the terms and conditions set forth in the form of ADR attached as an exhibit to the Deposit Agreement (filed as Exhibit [—] to the Registration Statement of which this prospectus forms a part).

The CUSIP number assigned to the ADSs will be [to be assigned by the CUSIP Service Bureau]. The ISIN for the ADSs will be [to be assigned].

Crestfield Transfer Services Inc. will serve as the transfer agent and registrar for the ADSs. The designated contact for corporate actions matters at Crestfield Transfer Services Inc. is Angela Moretti, Director, Corporate Actions, who may be reached at the address set forth in "General" above.

3. Deposit of Ordinary Shares; Issuance of ADSs

3.1 Deposit Mechanics

Ordinary shares may be deposited with the Custodian in the Federal Republic of Germany against the issuance of ADSs by the Depositary in the United States. The Custodian will hold the ordinary shares through the facilities of Ashgrove Enterprises Banking AG, the central securities depository in Germany. Ashgrove Enterprises Banking AG provides securities clearance, settlement, and custody services and is regulated by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or "BaFin") and Deutsche Bundesbank.

Upon confirmation by the Custodian that the ordinary shares have been received and credited to the account of the Depositary (or the Custodian on behalf of the Depositary) with Ashgrove Enterprises Banking AG, and upon payment of applicable fees, taxes, and charges, the Depositary will issue the corresponding number of ADSs to the depositing party or its designee. ADSs will be issued based on the ADS Ratio, such that one ADS will be issued for every two ordinary shares deposited. Deposits of ordinary shares in amounts that are not evenly divisible by two will be rounded down to the nearest whole ADS, and any excess ordinary shares will be returned to the depositor or otherwise handled in accordance with the Deposit Agreement.

Deposits of ordinary shares for the issuance of ADSs may be subject to the Depositary's verification of compliance with applicable transfer restrictions, including those arising under applicable securities laws and the Company's articles of association (Satzung), and receipt of any documentation that the Depositary may reasonably require, including but not limited to opinions of counsel, certifications, and other instruments of transfer or authorization. The Depositary reserves the right to refuse to accept ordinary shares for deposit under certain circumstances as set forth in the Deposit Agreement.

3.2 Pre-Effective and Offering Deposit Procedures

In connection with the offering described in this prospectus, the underwriters (through arrangements coordinated by Westbridge Securities LLC, as representative of the underwriting syndicate, as more fully described under "Underwriting") will deposit ordinary shares with the Custodian, and the Depositary will issue the corresponding ADSs for delivery to purchasers through the facilities of DTC. The settlement of such transactions is expected to take place on or about [—], 2026 (the "Closing Date").

The following table summarizes the ordinary shares to be deposited and the ADSs to be issued in connection with the offering:

For the primary offering, 30,000,000 newly issued ordinary shares will be deposited with the Custodian from the Company's authorized capital (genehmigtes Kapital), resulting in the issuance of 15,000,000 ADSs. For the secondary offering, the selling shareholders identified above will deposit existing ordinary shares currently held by them, resulting in the issuance of an aggregate of 6,400,000 ADSs. The underwriters hold an option, exercisable for a period of 30 days following the date of this prospectus, to purchase up to an additional 3,210,000 ADSs (representing up to 6,420,000 ordinary shares) to cover overallotments, if any.

For additional information regarding the selling shareholders and the underwriting arrangements, see "Selling Shareholders" and "Underwriting."

4. Withdrawal of Ordinary Shares; Cancellation of ADSs

ADS holders (or their duly authorized agents) may at any time surrender ADSs to the Depositary for cancellation and request delivery of the corresponding number of ordinary shares held by the Custodian. Upon receipt of ADSs for cancellation and compliance with the conditions described below, the Depositary will instruct the Custodian to deliver the underlying ordinary shares through Ashgrove Enterprises Banking AG to the account designated by the surrendering ADS holder or its agent. For each ADS surrendered, the surrendering holder will be entitled to receive two ordinary shares (subject to adjustment for any change in the ADS Ratio).

Withdrawals of ordinary shares upon cancellation of ADSs are subject to the following conditions:

(i) payment of all applicable Depositary fees, taxes, charges, and governmental levies, including any applicable cancellation fees described below under "—Depositary Fees and Charges";

(ii) compliance with all applicable securities laws and transfer restrictions, including any restrictions imposed by German law, the Company's articles of association, or applicable U.S. federal and state securities laws;

(iii) completion of such transfer forms, certifications, and other documentation as the Depositary or the Custodian may reasonably require; and

(iv) satisfaction of any other conditions that may be set forth in the Deposit Agreement.

The Depositary may refuse to accept ADSs for cancellation if such surrender would result in the delivery of a fraction of an ordinary share. In the event that the cancellation of ADSs held by one or more holders would result in fractional entitlements to ordinary shares, the Depositary will handle such fractional entitlements in accordance with the terms of the Deposit Agreement. Generally, fractional shares will be aggregated and sold by the Depositary or the Custodian, and the net proceeds of such sales will be distributed to the applicable ADS holders on a pro rata basis.

The right to withdraw ordinary shares upon cancellation of ADSs is fundamental and may not be limited by any amendment to the Deposit Agreement, except as required by mandatory provisions of applicable law or regulations, or to comply with legal requirements in connection with the ordinary shares, the ADSs, or the Deposit Agreement.

5. Depositary Fees and Charges

The following table sets forth the fees and charges that ADS holders may be required to pay in connection with the ADSs:

5.1 Annual Depositary Service Fee

ADS holders will be charged an annual depositary service fee of $0.05 per ADS per annum. The annual depositary service fee compensates the Depositary for the administration and servicing of the ADS program, including the maintenance of ADS holder records, processing of distributions, and other administrative functions. The Depositary may collect the annual service fee by deducting such amounts from cash distributions made to ADS holders, or by billing ADS holders directly, or by charging the book-entry system accounts of the participants through which ADS holders hold their ADSs. If no cash distributions are made during any calendar year, the Depositary may invoice ADS holders or their brokers directly for such fee.

5.2 Issuance and Cancellation Fees

A fee of up to $0.05 per ADS will be charged by the Depositary for the issuance of ADSs upon the deposit of ordinary shares (including deposits made in connection with distributions of shares, rights, or other property) and for the cancellation of ADSs upon the withdrawal of ordinary shares. This fee is subject to finalization in the Deposit Agreement and may be modified by agreement between the Company and the Depositary from time to time. The issuance fee applicable to ADSs issued in connection with this offering will be paid by the Company or the underwriters, as described under "Underwriting."

5.3 Other Charges

In addition to the fees described above, ADS holders may be required to pay or bear the following charges, taxes, and expenses:

(i) any taxes, duties, and governmental charges payable on the Deposited Securities or the ADSs, including, without limitation, German withholding taxes, stamp duties, and transfer taxes;

(ii) stock transfer or registration fees on deposits of ordinary shares and withdrawals of ordinary shares, including any fees charged by Ashgrove Enterprises Banking AG or the Custodian;

(iii) cable, telex, facsimile transmission, and delivery charges incurred at the request of persons depositing ordinary shares or surrendering ADSs, or otherwise at the request of ADS holders;

(iv) expenses incurred by the Depositary in converting foreign currency to U.S. dollars, including any fees charged by foreign exchange dealers or banks in connection with such conversions; and

(v) any other charges, fees, and expenses of the Depositary or the Custodian as set forth in the Deposit Agreement, including charges for compliance with applicable law, regulatory requirements, and governmental orders.

5.4 Reimbursements and Payments by the Depositary

From time to time, the Depositary may make payments to the Company to reimburse and/or share revenue from the fees charged to ADS holders, or to compensate the Company for expenses the Company incurs in connection with the establishment and maintenance of the ADS program, including expenses related to investor relations, stock exchange listing fees, and compliance costs. The Depositary may collect such reimbursement from ADS holder fees. The amount of such payments is determined from time to time by agreement between the Company and the Depositary and may change. The Deposit Agreement will describe the arrangements between the Company and the Depositary regarding such payments. See also "Underwriting—Depositary Arrangements."

The Company received approximately $[—] from the Depositary during the year ended December 31, 2025, in connection with the establishment of the ADS program. Additional payments may be made in subsequent periods. The Company and the Depositary have agreed that neither the existence nor the terms of such reimbursement arrangements will affect the Depositary's obligations to ADS holders under the Deposit Agreement.

6. Dividends and Other Distributions

6.1 Cash Dividends and Distributions

If Halcyon makes a cash distribution on its ordinary shares (whether characterized as a dividend, return of capital, or otherwise under German law), the Depositary will, subject to the terms of the Deposit Agreement, convert the euro-denominated distribution to U.S. dollars to the extent it determines that such conversion is practicable and can be done on a reasonable basis. The Depositary will distribute the resulting U.S. dollar amount to ADS holders in proportion to the number of ADSs held by each such holder as of the applicable ADS record date, after deduction of the following:

(a) the Depositary's fees and expenses (including currency conversion expenses) as described under "—Depositary Fees and Charges";

(b) applicable withholding taxes, as described below and under "Taxation"; and

German Withholding Tax. Cash distributions made by the Company on its ordinary shares are generally subject to German withholding tax (Kapitalertragsteuer) at the statutory rate of 25%, plus a 5.5% solidarity surcharge (Solidaritätszuschlag) thereon, resulting in an aggregate statutory withholding rate of 26.375% of the gross distribution amount. Holders of ADSs who are residents of the United States for purposes of the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (the "U.S.-Germany Income Tax Treaty") may be entitled to a reduced withholding rate of 15% under Article 10 of the U.S.-Germany Income Tax Treaty, subject to applicable certification and documentation procedures. See "Taxation—German Tax Considerations" and "Taxation—U.S. Federal Income Tax Considerations."

The Depositary will coordinate withholding through the Custodian and the custodian chain. Meridian Trust has represented that it holds status as a Qualified Intermediary ("QI") within the meaning of Treasury Regulations Section 1.1441-1(e)(5) and applicable provisions of the German tax code. Meridian Trust's QI status is expected to facilitate the application of treaty-reduced withholding rates for eligible ADS holders who have provided proper documentation, including a valid IRS Form W-8BEN (for individuals) or IRS Form W-8BEN-E (for entities), claiming benefits under the U.S.-Germany Income Tax Treaty. ADS holders should consult their tax advisors regarding their eligibility for treaty benefits and the documentation required to claim reduced withholding. There can be no assurance that the German tax authorities will accept the Depositary's procedures for claiming treaty-reduced withholding rates, and ADS holders may be required to seek a refund of excess withholding directly from the German Federal Central Tax Office (Bundeszentralamt für Steuern).

If the Depositary determines that currency conversion from euros to U.S. dollars is impracticable or that the exchange rates available are unfavorable such that conversion would materially reduce the value of the distribution, the Depositary may, in its discretion, (i) distribute the foreign currency (or an appropriate document of title or other evidence of the right to receive such foreign currency) to ADS holders entitled thereto, or (ii) hold such amounts for the benefit of ADS holders without liability for interest thereon, pending conversion at a time the Depositary determines to be appropriate.

6.2 Stock Dividends and Other Distributions in Shares

If Halcyon distributes additional ordinary shares as a dividend or bonus issue (Gratisaktien), or effects a stock split or similar transaction resulting in the issuance of additional ordinary shares to existing holders, the Depositary will, to the extent reasonably practicable, issue additional ADSs to ADS holders in proportion to their existing holdings, based on the ADS Ratio. The additional ADSs will represent the additional ordinary shares received by the Depositary or the Custodian in respect of the Deposited Securities.

If the Depositary determines that the distribution of additional ADSs is not feasible due to regulatory restrictions, practical considerations (including the costs and administrative burden of distributing fractional ADSs), or any other reason, the Depositary may, in its discretion, sell all or a portion of the additional ordinary shares received and distribute the net cash proceeds to ADS holders in U.S. dollars in proportion to their holdings, after deduction of the Depositary's fees and expenses and applicable taxes. Alternatively, the Depositary may adjust the ADS Ratio to reflect the additional ordinary shares, as described below under "—Changes Affecting Ordinary Shares."

6.3 Distributions of Rights

If Halcyon offers rights to subscribe for additional ordinary shares or other securities (including pursuant to the exercise of statutory pre-emptive rights under German law), the Depositary will make such rights available to ADS holders if it determines that it is lawful and reasonably practicable to do so. The Depositary may impose conditions on the distribution of rights, including requiring satisfactory assurances from the Company that the distribution of rights would comply with all applicable securities laws, including, without limitation, registration under the Securities Act of 1933, as amended (the "Securities Act"), or the availability of an applicable exemption from registration thereunder.

If the Depositary determines that it is not lawful or not reasonably practicable to make rights available to ADS holders, or if the conditions imposed by the Depositary are not satisfied, the Depositary may, in its discretion:

(a) sell such rights, if the rights are transferable and a market exists for them, and distribute the net proceeds to ADS holders in U.S. dollars after deduction of the Depositary's fees and expenses and applicable taxes; or

(b) allow such rights to lapse, in which case ADS holders will receive nothing in respect thereof.

For a discussion of pre-emptive rights and the limitations on the ability of ADS holders to exercise such rights, see "—Pre-Emptive Rights" below.

6.4 Other Distributions

If Halcyon distributes securities other than ordinary shares or rights to subscribe for ordinary shares, or distributes property other than cash (such as shares of a subsidiary, warrants, or other instruments), the Depositary will distribute to ADS holders any such securities or property received with respect to the Deposited Securities, in such manner as the Depositary deems equitable and practicable. If the Depositary determines that such distribution is not feasible—whether due to legal restrictions, practical difficulties, or the costs of distribution—the Depositary may sell such securities or property and distribute the net proceeds in U.S. dollars to ADS holders after deduction of the Depositary's fees and expenses and applicable taxes.

6.5 Record Dates

The Depositary will fix record dates (each, an "ADS Record Date") for the determination of ADS holders entitled to receive distributions of cash, shares, rights, other securities, or property. Such ADS Record Dates will correspond as closely as practicable to the corresponding record dates fixed by Halcyon for distributions to holders of ordinary shares. Due to time zone differences, operational processing times, and the settlement cycles applicable to the ordinary shares and the ADSs, the ADS Record Dates may differ from the record dates established by Halcyon for the underlying ordinary shares. The Depositary will announce each ADS Record Date to ADS holders by mail, through DTC, or by other customary means.

There can be no assurance that ADS holders will receive distributions at the same time or in the same amounts as holders of ordinary shares. Delays may result from, among other things, currency conversion, compliance with applicable withholding tax requirements, and the operational processes of the Depositary, the Custodian, and DTC.

7. Voting Rights

7.1 German Corporate Law Background

Halcyon is governed by the German Stock Corporation Act (Aktiengesetz, or "AktG"). Under the AktG, shareholders exercise their voting rights at annual general meetings (ordentliche Hauptversammlungen) and extraordinary general meetings (außerordentliche Hauptversammlungen) of the Company. Matters submitted to shareholders for approval at general meetings may include, among other things, the approval of the annual financial statements, the appropriation of distributable profits (Bilanzgewinn), the ratification of the actions of the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat), the appointment of the Company's auditor, amendments to the Company's articles of association (Satzung), capital increases, and other matters required by law or the Company's articles of association to be submitted to shareholders for approval.

Each ordinary share (Stammaktie) carries one vote at a general meeting of shareholders. Since each ADS represents two ordinary shares, each ADS will represent the right to instruct the Depositary with respect to the exercise of two votes at any general meeting. For a more detailed discussion of the voting rights attaching to the ordinary shares and the procedures applicable to general meetings under German law, see "Description of Ordinary Shares and Certain Provisions of German Law—Voting Rights" at page [—] of this prospectus.

7.2 Voting Instructions

When Halcyon convenes a general meeting of shareholders or solicits consents or proxies from holders of ordinary shares, the Depositary will, if requested by Halcyon in a timely manner and at Halcyon's expense, distribute to ADS holders the following:

(i) a notice of the meeting (or solicitation), including the date, time, location (or, if applicable, the virtual meeting platform), and agenda of the meeting;

(ii) a statement that ADS holders as of the applicable ADS Record Date will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the ordinary shares underlying their ADSs; and

(iii) a voting instruction card or other form on which ADS holders may indicate their voting instructions.

ADS holders who wish to exercise their voting rights must return their voting instructions to the Depositary by the date specified by the Depositary in the voting instruction materials. The Depositary will set such deadline sufficiently in advance of the meeting date to allow it to compile and transmit the instructions to the Custodian or its agents in Germany and to arrange for the ordinary shares to be voted at the general meeting in accordance with the instructions received. ADS holders who do not return voting instructions by the specified deadline will be deemed not to have provided instructions, and the ordinary shares underlying their ADSs may or may not be voted, depending on the provisions of the Deposit Agreement, as described below.

7.3 Depositary's Discretion and Default Voting

If the Depositary does not receive timely and valid voting instructions from an ADS holder with respect to any or all of the matters to be voted upon at a general meeting, the Depositary may, if the Deposit Agreement so provides and subject to applicable law:

(a) deem the ADS holder to have instructed the Depositary to give a discretionary proxy to a person designated by Halcyon (which may be a member of the Company's Management Board, a representative of the Company's legal counsel, or another person designated by the Company) with respect to those matters as to which the Depositary has not received voting instructions, provided that no such discretionary proxy will be given with respect to any matter as to which (I) Halcyon has informed the Depositary that it does not wish such a proxy to be given, (II) Halcyon has informed the Depositary that there is substantial opposition to the matter, or (III) the matter materially and adversely affects the rights of ADS holders; or

(b) refrain from voting the underlying ordinary shares with respect to those matters as to which the Depositary has not received voting instructions.

The specific provisions regarding discretionary proxy and default voting, including the circumstances under which a discretionary proxy will or will not be given, will be set forth in the Deposit Agreement. ADS holders should review the Deposit Agreement carefully for a description of these provisions.

7.4 Limitations. The Depositary will not itself exercise any voting discretion with respect to any ordinary shares underlying the ADSs. The Depositary's obligation is limited to acting upon and transmitting the valid voting instructions received from ADS holders in a timely manner and in accordance with the terms of the Deposit Agreement.

There can be no assurance that ADS holders will receive voting materials in sufficient time to instruct the Depositary before the applicable deadline. Due to the logistics involved in distributing meeting materials from Germany to ADS holders in the United States and elsewhere, and the time required for the Depositary to process voting instructions and communicate them to the Company or the Custodian, it is possible that some or all ADS holders will not be able to exercise voting rights with respect to particular matters. The Company will make reasonable efforts to cause the Depositary to distribute voting materials to ADS holders in a timely manner, but neither the Company nor the Depositary can guarantee that ADS holders will receive notice of general meetings in sufficient time to enable them to deliver instructions to the Depositary by the applicable deadline.

ADS holders who wish to attend a general meeting in person may do so only by making arrangements with the Depositary and the Custodian to have the ordinary shares underlying their ADSs temporarily withdrawn and transferred to a securities account maintained by or on behalf of the ADS holder in Germany in time for the holder to be registered as a shareholder entitled to attend and vote at the general meeting in accordance with the Company's articles of association and the requirements of the AktG.

8. Pre-Emptive Rights

Under German law and the Company's articles of association (Satzung), holders of ordinary shares generally have pre-emptive rights (Bezugsrecht) to subscribe for newly issued shares in proportion to their existing shareholdings whenever the Company increases its share capital by issuing new shares for cash contributions, unless such pre-emptive rights are excluded by a resolution of the shareholders' general meeting in accordance with Sections 186 and 203 of the AktG. The purpose of pre-emptive rights under German law is to protect existing shareholders against dilution of their proportionate ownership interests.

The Deposit Agreement will provide that the Depositary will offer pre-emptive rights to ADS holders only if it determines that:

(a) it is lawful and reasonably practicable to make such rights available to ADS holders under all applicable laws, including the securities laws of the United States, Germany, and any other relevant jurisdictions; and

(b) such rights can be distributed to ADS holders without registration under the Securities Act or pursuant to an applicable exemption from registration thereunder.

If the Depositary is unable or determines that it is not reasonably practicable to make pre-emptive rights available to ADS holders, the Depositary may, in its discretion:

(a) endeavor to sell the pre-emptive rights on behalf of ADS holders (to the extent such rights are transferable and a market exists for them) and distribute the net proceeds of such sale to ADS holders in U.S. dollars after deduction of the Depositary's fees, expenses, and applicable taxes; or

(b) allow such pre-emptive rights to lapse, in which case ADS holders will receive no value for such rights and their proportionate ownership interest in the Company will be diluted.

ADS holders may not be able to exercise pre-emptive rights with respect to shares underlying their ADSs unless either (i) a registration statement under the Securities Act is effective with respect to the securities to be offered upon exercise of such rights or (ii) an exemption from registration under the Securities Act is available. The Company is under no obligation to file a registration statement or to seek any exemption in order to permit ADS holders to exercise pre-emptive rights, and the Company may elect not to file such a registration statement or seek such an exemption. If the Company does not file a registration statement or obtain an exemption, and the Depositary is unable to sell the pre-emptive rights on behalf of ADS holders, such rights may lapse and ADS holders will receive no value for them.

In connection with the offering described in this prospectus, the pre-emptive rights (Bezugsrecht) of existing shareholders with respect to the 30,000,000 newly issued ordinary shares being offered as part of the primary offering are being excluded (Bezugsrechtsausschluss) as authorized under the Company's authorized capital provisions (genehmigtes Kapital) set forth in Section [—] of the Company's articles of association and as approved by the Company's Supervisory Board (Aufsichtsrat), chaired by Prof. Dr. Anneliese Voss. The exclusion of pre-emptive rights in connection with this offering has been approved in accordance with the requirements of Sections 186(3) and 203(2) of the AktG. For additional information, see "Description of Ordinary Shares and Certain Provisions of German Law—Pre-Emptive Rights" and "Dilution."

9. Changes Affecting Ordinary Shares

If there is any change in the nominal or par value of the ordinary shares, or any stock split (Aktienteilung), reverse stock split (Aktienzusammenlegung), consolidation, reclassification, or other similar event affecting the ordinary shares, the Depositary will, in its discretion, adjust the ADS Ratio and may take such other steps as it deems necessary or appropriate to reflect such change, including but not limited to adjusting the number of ADSs outstanding, issuing new ADSs, or calling for the surrender of existing ADSs in exchange for new ADSs. Any such adjustment will be effective as of the date determined by the Depositary.

If Halcyon distributes additional ordinary shares to all holders of ordinary shares as a stock dividend, bonus issue, or similar distribution, the Depositary may, in lieu of distributing additional ADSs to ADS holders, adjust the ADS Ratio to reflect the increased number of ordinary shares represented by each ADS. For example, if the ADS Ratio is one ADS for two ordinary shares and Halcyon effects a two-for-one stock split, the Depositary may either (a) issue one additional ADS for each ADS outstanding so that each ADS continues to represent two ordinary shares, or (b) adjust the ADS Ratio so that each ADS represents four ordinary shares (with no additional ADSs being issued). The Depositary is not required to adjust the ADS Ratio in any particular manner and may exercise its discretion in determining the appropriate action to take.

The Depositary may issue new ADSs or amend the Deposit Agreement to give effect to any change in the ordinary shares or ADS Ratio, subject to the provisions regarding amendment of the Deposit Agreement described below under "—Amendment and Termination of the Deposit Agreement."

10. Inspection of Books and Records of the Depositary

The Depositary will maintain, at its principal office at 101 Barclay Street, New York, NY 10286, a register of the names, addresses, and holdings of all registered holders of ADSs (the "ADS Register") and a record of each issuance and cancellation of ADSs. The ADS Register and such records will be open for inspection by ADS holders and by the Company during the Depositary's regular business hours, solely for purposes reasonably related to the inspecting party's interests as an ADS holder or as the issuer, as the case may be.

The right of inspection is subject to the condition that such inspection shall not be for any purpose that is adverse to the interests of the other ADS holders or the Company. The Depositary may, in its reasonable discretion, refuse any request for inspection that it believes is not made in good faith or is made for an improper purpose. The Depositary may charge reasonable fees for providing copies of any records or documents, and any inspection shall be at the inspecting party's own expense.

11. Reports and Other Communications

The Depositary will make available for inspection by ADS holders at its principal office at 101 Barclay Street, New York, NY 10286, any reports, notices, and communications (including annual and interim financial statements and proxy materials) that the Company furnishes to the Depositary for that purpose. Such materials will be made available in the form received by the Depositary or, if received in the German language, in the form of an English-language summary prepared or furnished by the Company or its agents.

The Depositary will also mail or otherwise transmit to ADS holders, at the Company's expense, copies of any notices received from the Company that are intended for distribution to holders of ordinary shares, to the extent such notices relate to matters of interest to ADS holders. Such notices will be transmitted in the form received by the Depositary or, where appropriate, in an English-language summary. The Depositary will not be liable for any delay in the transmission of such notices or for any failure to transmit notices that it does not receive from the Company.

As a foreign private issuer within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"), the Company will file annual reports on Form 20-F and furnish current reports on Form 6-K with the SEC. These filings will be available to ADS holders and the general public through the SEC's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") at www.sec.gov. In addition, the Company will make available certain filings and information on its corporate website at www.halcyon-semi.de. Information contained on, or accessible through, the Company's website does not constitute a part of this prospectus and is not incorporated by reference herein.

12. Amendment and Termination of the Deposit Agreement

12.1 Amendment. The Company and the Depositary may at any time and from time to time agree to amend the Deposit Agreement and the form of ADR in any respect that they deem necessary or desirable, without the consent of any ADS holder or beneficial owner of ADSs, for the purpose of, among other things:

(a) adding to, changing, or eliminating any provision of the Deposit Agreement to cure any ambiguity, correct or supplement any provision that may be defective or inconsistent, or to address changed circumstances;

(b) reflecting changes in applicable law, regulation, or market practice;

(d) making any other change that does not materially and adversely affect the rights of ADS holders.

Notwithstanding the foregoing, any amendment that would impose or increase any fees or charges to be borne by ADS holders (other than charges in connection with foreign exchange transactions, delivery of Deposited Securities, or taxes and governmental charges) or that would otherwise materially prejudice any substantial existing right of ADS holders will not become effective until thirty (30) days after notice of such amendment has been given to ADS holders. By continuing to hold ADSs after the effective date of any amendment, an ADS holder will be deemed to have agreed to such amendment and to be bound by the Deposit Agreement as so amended.

No amendment to the Deposit Agreement will impair the right of any ADS holder to surrender its ADSs and receive the underlying ordinary shares in accordance with the terms of the Deposit Agreement, except as may be required by mandatory provisions of applicable law or to comply with applicable regulations.

12.2 Termination. The Depositary may terminate the Deposit Agreement at any time by giving ADS holders at least ninety (90) days' prior notice of such termination, specifying the date on which the termination will become effective (the "Termination Date"). The Company may terminate the Deposit Agreement at any time by giving the Depositary at least ninety (90) days' prior notice, and the Depositary will in turn give ADS holders at least thirty (30) days' notice of such termination prior to the Termination Date.

Upon termination of the Deposit Agreement:

(a) the Depositary will continue to collect distributions on the Deposited Securities but will cease to accept deposits of ordinary shares for the issuance of new ADSs as of the Termination Date;

(b) ADS holders may, at any time after the Termination Date, surrender their ADSs to the Depositary for cancellation and receive delivery of the corresponding number of ordinary shares (subject to payment of applicable fees, taxes, and charges); and

(c) if any ADSs remain outstanding six months (or such other period as may be specified in the Deposit Agreement) after the Termination Date, the Depositary may sell all or any portion of the Deposited Securities and hold the net proceeds of such sale (uninvested and without liability for interest) for the pro rata benefit of the ADS holders who have not yet surrendered their ADSs. After such sale, the Depositary's only obligation to such ADS holders will be to account for and distribute such net proceeds.

After the Termination Date, the obligations of the Depositary under the Deposit Agreement will be limited to (i) collecting and holding distributions on the remaining Deposited Securities, (ii) processing surrenders of ADSs, and (iii) such other actions as may be required by applicable law.

13. Limitations on Obligations and Liability of the Depositary and Halcyon

13.1 Depositary's Liability

Neither the Depositary nor the Company will be liable to any ADS holder or beneficial owner if it is prevented, hindered, or delayed in performing its obligations under the Deposit Agreement by reason of any present or future law, rule, regulation, decree, or governmental order or directive of any country or jurisdiction (or any authority, agency, or instrumentality thereof), or by reason of any provision of the Company's articles of association (Satzung), or by reason of any act of God, war, terrorism, epidemic, pandemic, civil unrest, nationalization, expropriation, currency restriction, work stoppage, strike, natural disaster, disruption of communications or transportation networks, failure of electronic or mechanical equipment or communication systems, or any other event or circumstance beyond the reasonable control of the Depositary or the Company (each, a "Force Majeure Event").

The Depositary will not be liable for any failure to carry out any instructions to vote the ordinary shares underlying the ADSs or for the manner in which any such vote is cast or the effect of any such vote, provided that the Depositary acts in good faith and in accordance with the terms of the Deposit Agreement. Without limiting the foregoing, the Depositary will not be liable for the failure of any ADS holder to receive voting materials in a timely manner or for any inaccuracy in or incompleteness of any notice, communication, or voting instruction received by the Depositary from the Company.

The Depositary will not be liable for the acts or omissions of any securities depository, clearing agency, or settlement system, including DTC, Ashgrove Enterprises Banking AG, or any direct or indirect participant therein, and shall not be liable for any failure or delay in the delivery or processing of ordinary shares or ADSs through such systems.

13.2 Disclaimers. The Depositary makes no representations and gives no warranties as to the validity, genuineness, or worth of the Deposited Securities, the validity or adequacy of any interest therein, the accuracy or completeness of any information contained in or omitted from any document furnished by or on behalf of the Company to ADS holders or to the Depositary, or the creditworthiness or financial condition of the Company.

The Depositary will not be obligated to appear in, prosecute, or defend any action, suit, or other proceeding with respect to the Deposited Securities, the ADSs, or the Deposit Agreement unless (a) it is indemnified and held harmless by the ADS holder(s) requesting such action to its reasonable satisfaction against all costs, expenses, and liabilities that may arise in connection therewith, and (b) it determines that such action is consistent with its obligations under the Deposit Agreement and applicable law.

The Depositary will not be responsible for any failure by the Company to provide information required to be furnished to ADS holders or to the Depositary under the Deposit Agreement, applicable law, or any stock exchange listing requirements. The Depositary will not independently verify any information or data received from the Company and is entitled to rely upon the accuracy and completeness thereof without liability to any ADS holder.

13.3 Halcyon's Obligations

The Company and its agents, officers, directors, employees, and affiliates will not be liable to any ADS holder or beneficial owner for any indirect, special, punitive, incidental, or consequential damages (including, without limitation, lost profits or loss of opportunity) of any kind arising from or in connection with the Deposit Agreement, the ADSs, or the Deposited Securities, regardless of whether such claim is based on contract, tort, strict liability, or any other theory.

The Company's obligations under the Deposit Agreement are limited to the extent set forth therein and as permitted by applicable German law, U.S. federal securities law, and the rules and regulations of the SEC. It is noted that, under U.S. federal securities law, certain provisions that purport to waive or limit liability for securities fraud or misrepresentation may be unenforceable, and nothing in the Deposit Agreement or this prospectus is intended to constitute any such waiver or limitation. The Company's indemnification obligations under the Deposit Agreement are subject to the limitations imposed by applicable law, including the provisions of the AktG and applicable principles of German corporate law.

14. Taxes

ADS holders will be responsible for any taxes, duties, assessments, or governmental charges (including, without limitation, withholding taxes, stamp duties, and transfer taxes) payable in connection with their ADSs or the Deposited Securities underlying such ADSs, regardless of whether such taxes are imposed by the United States, Germany, or any other jurisdiction. The Depositary may refuse to register any transfer of ADSs or to accept any deposit of ordinary shares or process any withdrawal of ordinary shares until all applicable taxes and charges have been paid by the applicable ADS holder or depositor.

The Depositary may deduct from any distribution to ADS holders the amount of any taxes or governmental charges that it (or the Custodian) is required by law to withhold. If any distribution is insufficient to cover the applicable taxes or charges, the Depositary may sell a portion of the property distributed (or to be distributed) and apply the proceeds to the payment of such taxes or charges.

For a detailed discussion of the material German and U.S. federal income tax consequences of owning and disposing of ADSs, including the application of German withholding tax at the statutory rate of 26.375% (25% Kapitalertragsteuer plus 5.5% Solidaritätszuschlag) and the availability of a reduced rate of 15% under the U.S.-Germany Income Tax Treaty for qualifying U.S. holders, as well as the U.S. federal income tax consequences applicable to U.S. holders and non-U.S. holders, see "Taxation" beginning at page [—] of this prospectus. ADS holders are strongly urged to consult their own tax advisors regarding the specific tax consequences to them of owning and disposing of ADSs, including the applicability of any state, local, non-U.S., or other tax laws.

15. Foreign Currency Conversion

The Depositary will arrange for the conversion of all foreign currency (primarily euros) received in respect of the Deposited Securities into U.S. dollars if, in the Depositary's judgment, such conversion is practicable and can be done on a reasonable basis. The Depositary will distribute the resulting U.S. dollar amounts to ADS holders entitled thereto, after deduction of the Depositary's fees, conversion expenses, and applicable taxes. The Depositary may utilize a commercial bank or foreign exchange dealer (which may be the Depositary itself or an affiliate thereof) to effect such conversions, and ADS holders will bear the cost of such conversion, including any spread between the bid and ask prices for the applicable currency.

If the Depositary determines that foreign currency received cannot be converted to U.S. dollars on a reasonable basis, or that the conversion would be impracticable due to exchange controls, governmental restrictions, or other circumstances, the Depositary may, in its discretion:

(a) distribute the foreign currency (or an appropriate document of title or other evidence of the right to receive such foreign currency) to the ADS holders entitled thereto; or

(b) hold such foreign currency (uninvested and without liability for interest) for the account of the ADS holders entitled thereto, pending conversion at such time as the Depositary determines to be appropriate.

The Depositary is under no obligation to obtain any particular exchange rate and will not be liable for any loss or diminution in value arising from the timing or terms of any currency conversion or from the inability to convert foreign currency received into U.S. dollars.

For reference purposes in this prospectus, amounts denominated in euros have been translated into U.S. dollars at the rate of €1.00 = $1.078, which was the noon buying rate of the Federal Reserve Bank of New York as of January 10, 2026. This rate is provided for convenience only and does not represent the rate at which euros could have been, can be, or will be converted into U.S. dollars on any particular date. Actual exchange rates may differ, and such differences may be material. See "Exchange Rates" beginning at page [—] of this prospectus.

16. Governing Law; Jurisdiction

The Deposit Agreement and the ADRs are governed by and will be construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. The selection of Delaware law as the governing law of the Deposit Agreement and the ADRs is without prejudice to the mandatory provisions of U.S. federal securities law, which will apply to the extent required by law.

The federal and state courts located in the City of New York, Borough of Manhattan, State of New York, shall have exclusive jurisdiction to hear and determine any suit, action, or proceeding, and to settle any dispute, that may arise out of or in connection with the Deposit Agreement or the ADRs, and, for such purposes, each of the Company and the Depositary irrevocably submits to the jurisdiction of such courts. Each of the Company and the Depositary waives any objection that it may have to the venue of any such suit, action, or proceeding in such courts and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum. ADS holders, by accepting or holding ADSs or any interest therein, irrevocably agree that any legal suit, action, or proceeding arising out of or relating to the Deposit Agreement or the ADRs may be instituted in the courts described above, and irrevocably waive any objection to venue in such courts.

Notwithstanding the foregoing, the rights of holders of ordinary shares (including ordinary shares represented by ADSs) as shareholders of the Company are governed by German law, including the AktG, and the Company's articles of association (Satzung). Disputes arising solely under German corporate law or the Company's articles of association may be subject to the jurisdiction of the competent courts in Germany.

17. Enforceability of Civil Liabilities

Halcyon is organized under the laws of the Federal Republic of Germany, and substantially all of the Company's assets are located outside the United States. In addition, most of the members of the Company's Management Board (Vorstand) and Supervisory Board (Aufsichtsrat) and certain of the experts named in this prospectus are residents of countries other than the United States, and all or a substantial portion of their assets may be located outside the United States.

As a result, it may be difficult or impossible for ADS holders to effect service of process within the United States upon the Company or upon such persons, or to enforce against them in U.S. courts judgments obtained in U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws or the securities laws of any state of the United States. In addition, there is uncertainty as to whether the courts of Germany would:

(a) enforce judgments of U.S. courts obtained in actions against the Company or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities laws of any state of the United States; or

(b) entertain original actions brought in Germany against the Company or such persons predicated upon the U.S. federal securities laws or the securities laws of any state of the United States.

Germany is not a party to any treaty with the United States providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment rendered by a U.S. court generally would not be automatically recognized or enforceable in Germany. A judgment of a U.S. court may, however, be recognized and enforced by a German court in accordance with the provisions of the German Code of Civil Procedure (Zivilprozessordnung), including Section 328, provided that certain conditions are met, including, among others, that the judgment is final and conclusive, that the U.S. court had jurisdiction under German law principles, and that enforcement would not violate German public policy (ordre public).

The Company has appointed Halcyon Semiconductor USA Inc. (a Delaware corporation), with a registered address at 1209 Orange Street, Wilmington, DE 19801, and principal office at 2500 Augustine Drive, Suite 100, Santa Clara, CA 95054 (Employer Identification Number: 84-3927561), as its authorized agent upon which process may be served in any suit, action, or proceeding arising out of or relating to the ADSs, the Deposit Agreement, or any transaction contemplated thereby, in any federal or state court located in the City of New York, Borough of Manhattan, State of New York.

18. Direct Registration System (DRS) and Profile Modification System

The ADSs may be held in uncertificated (book-entry) form through DTC's Direct Registration System ("DRS") and Profile Modification System. The DRS is a system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated ADSs, which ownership is confirmed by periodic statements sent to the ADS holders by the transfer agent, Crestfield Transfer Services Inc.

ADS holders who hold ADSs through DRS will receive periodic statements from Crestfield Transfer Services Inc. confirming their ADS holdings, rather than physical certificates. Such statements will include information regarding the number of ADSs held, any distributions received, and other relevant account information.

Transfers and pledges of ADSs held through DRS may be effected through the facilities provided by DTC and its direct and indirect participants in the customary manner. ADS holders who wish to transfer ADSs held in DRS to a brokerage account, or vice versa, may do so through the Profile Modification System, subject to the procedures and requirements of DTC and its participants.

19. Relationship of the Depositary to ADS Holders

ADS holders should note that neither the Depositary nor the Company has any fiduciary duty or fiduciary relationship with any ADS holder or beneficial owner of ADSs. The Depositary acts solely in accordance with the terms of the Deposit Agreement and applicable law, and its duties to ADS holders are contractual in nature.

ADS holders are not parties to the Deposit Agreement and do not have any contractual relationship with the Depositary or the Company by virtue of the Deposit Agreement, except to the extent that they become bound by its terms by accepting ADSs or acquiring any beneficial interest in ADSs. By holding or acquiring ADSs, ADS holders are deemed to agree to be bound by the terms and conditions of the Deposit Agreement, including the provisions regarding fees, taxes, indemnification, and limitation of liability described herein and therein.

The Depositary's obligations to ADS holders are limited to those expressly set forth in the Deposit Agreement. ADS holders who wish to exercise any rights as shareholders of the Company—including the right to attend and vote at general meetings, the right to receive dividends and other distributions, and the right to exercise pre-emptive rights—may do so only through the Depositary and in accordance with the procedures set forth in the Deposit Agreement, unless they withdraw the underlying ordinary shares from the ADS program as described above under "—Withdrawal of Ordinary Shares; Cancellation of ADSs."

20. Further Information

A copy of the Deposit Agreement (including the form of ADR) is filed as Exhibit [—] to the Registration Statement on Form F-1 (File No. 333-[—]) of which this prospectus forms a part. A copy of the form of ADR is also attached as an exhibit to the Registration Statement on Form F-6 (File No. 333-[—]) filed by Meridian Trust Company, National Association, as Depositary, under the Securities Act.

The Deposit Agreement, the form of ADR, and other documents filed as exhibits to the Registration Statement are available for inspection and copying at the SEC's public reference facilities and may be obtained through the SEC's EDGAR system at www.sec.gov.

Additional information about the ADSs, the Deposit Agreement, and the ADS program generally may be obtained by contacting:

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

Attention: Patricia Novak, Vice President, Depositary Receipts

Telephone: +1 (212) [—]-[—]

Email: patricia.novak@meridiantrust.com

ADS holders are urged to consult with their own legal, financial, and tax advisors regarding the specific consequences to them of holding or disposing of ADSs and the applicability of the terms and conditions of the Deposit Agreement to their particular circumstances.

The foregoing description of the ADSs and the Deposit Agreement is a summary only and does not purport to be complete. It is qualified in its entirety by reference to the full text of the Deposit Agreement and the form of ADR, copies of which are filed as exhibits to the Registration Statement of which this prospectus forms a part. See "Where You

DESCRIPTION OF AMERICAN DEPOSITARY SHARES
DRAFT — FOR DISCUSSION PURPOSES ONLY — PRIVILEGED AND CONFIDENTIAL
March 9, 2026
Prepared by Calderwood & Harkness LLP (C&H Matter No. 1032-00003) for inclusion in Part I of the Registration Statement on Form F-1 of Halcyon Semiconductor Aktiengesellschaft. This draft is circulated for discussion purposes only and is subject to revision. This document is protected by the attorney-client privilege and the work product doctrine. Bracketed placeholders (indicated by "[—]") denote items to be conformed to page cross-references, exhibit numbers, and final defined terms established in other sections of the prospectus.
1. General
Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," "we," "us," or "our") is a German stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany. The Company is registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under registration number HRB 217458, with its registered office and principal executive offices located at Maximilianstraße 72, 80539 Munich, Germany. For a description of the Company's business, see "[—]" and for a description of the Company's ordinary shares and related provisions of German law, see "Description of Ordinary Shares and Certain Provisions of German Law."
The Company's ordinary shares (Stammaktien), which are no par value shares (Stückaktien) within the meaning of Section 8(1) of the German Stock Corporation Act (Aktiengesetz), are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" and admitted to trading on the Prime Standard segment of the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange. The ordinary shares are settled through the facilities of Ashgrove Enterprises Banking AG.
We are offering American Depositary Shares, or ADSs, which will be listed on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN." The ADSs will be issued by Meridian Trust Company, National Association ("Meridian Trust" or the "Depositary"), a national banking association organized under the laws of the United States, headquartered at 101 Barclay Street, New York, NY 10286. The Depositary is one of the largest depositary banks in the world and currently acts as depositary for numerous ADS programs of issuers from various jurisdictions.
The rights of ADS holders will be governed by a deposit agreement (the "Deposit Agreement") to be entered into among Halcyon, Meridian Trust as Depositary, and all holders and beneficial owners of ADSs issued thereunder from time to time. The Deposit Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. A copy of the Deposit Agreement is filed as Exhibit [—] to the Registration Statement of which this prospectus forms a part.
Crestfield Transfer Services Inc., headquartered at 6201 15th Avenue, Brooklyn, NY 11219, will serve as the transfer agent and registrar for the ADSs in the United States.
The following summary describes the material terms of the ADSs and the Deposit Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Deposit Agreement and the form of American Depositary Receipt (the "ADR"), which are filed as exhibits to the Registration Statement of which this prospectus forms a part. Prospective investors and ADS holders are urged to read the Deposit Agreement and the form of ADR carefully and in their entirety. To the extent there is any inconsistency between this summary and the provisions of the Deposit Agreement or the form of ADR, the provisions of the Deposit Agreement and the form of ADR will control.
Capitalized terms used but not otherwise defined in this section shall have the meanings ascribed to them elsewhere in this prospectus or, where applicable, in the Deposit Agreement.
2. American Depositary Shares
2.1 ADS Ratio
Each ADS represents the right to receive two (2) ordinary shares (Stammaktien) of Halcyon deposited with a custodian bank in the Federal Republic of Germany (the "Custodian") appointed by the Depositary pursuant to the terms of the Deposit Agreement. Accordingly, the ADS ratio is one (1) ADS for every two (2) ordinary shares (the "ADS Ratio"). Each ADS will also represent the right to receive any other securities, cash, or other property received by the Depositary or the Custodian with respect to the deposited ordinary shares that has not been distributed to ADS holders. The deposited ordinary shares, together with any such additional securities, cash, or other property, are referred to collectively in this prospectus as "Deposited Securities."
Because each ADS represents two ordinary shares, certain calculations related to the ADSs—including distributions, voting rights, and pre-emptive rights—will be made on the basis of the ADS Ratio. Adjustments to the ADS Ratio may be made under certain circumstances as described below under "—Changes Affecting Ordinary Shares."
2.2 Form and Registration
ADSs will be evidenced by ADRs, which may be issued in certificated or uncertificated (book-entry) form. As is customary for ADS programs listed on a U.S. national securities exchange, the ADRs are expected to be issued primarily in uncertificated book-entry form registered in the name of The Depository Trust Company ("DTC") or its nominee, Cede & Co. Beneficial interests in such book-entry ADSs will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, which include banks, brokers, dealers, and other financial institutions. Holders of beneficial interests in ADSs held through DTC are herein referred to as "beneficial owners" or "beneficial holders."
Certificated ADRs may be issued in limited circumstances, including upon the request of a holder who wishes to hold ADSs directly rather than through DTC. Certificated ADRs, if issued, will contain the terms and conditions set forth in the form of ADR attached as an exhibit to the Deposit Agreement (filed as Exhibit [—] to the Registration Statement of which this prospectus forms a part).
The CUSIP number assigned to the ADSs will be [to be assigned by the CUSIP Service Bureau]. The ISIN for the ADSs will be [to be assigned].
Crestfield Transfer Services Inc. will serve as the transfer agent and registrar for the ADSs. The designated contact for corporate actions matters at Crestfield Transfer Services Inc. is Angela Moretti, Director, Corporate Actions, who may be reached at the address set forth in "General" above.
3. Deposit of Ordinary Shares; Issuance of ADSs
3.1 Deposit Mechanics
Ordinary shares may be deposited with the Custodian in the Federal Republic of Germany against the issuance of ADSs by the Depositary in the United States. The Custodian will hold the ordinary shares through the facilities of Ashgrove Enterprises Banking AG, the central securities depository in Germany. Ashgrove Enterprises Banking AG provides securities clearance, settlement, and custody services and is regulated by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or "BaFin") and Deutsche Bundesbank.
Upon confirmation by the Custodian that the ordinary shares have been received and credited to the account of the Depositary (or the Custodian on behalf of the Depositary) with Ashgrove Enterprises Banking AG, and upon payment of applicable fees, taxes, and charges, the Depositary will issue the corresponding number of ADSs to the depositing party or its designee. ADSs will be issued based on the ADS Ratio, such that one ADS will be issued for every two ordinary shares deposited. Deposits of ordinary shares in amounts that are not evenly divisible by two will be rounded down to the nearest whole ADS, and any excess ordinary shares will be returned to the depositor or otherwise handled in accordance with the Deposit Agreement.
Deposits of ordinary shares for the issuance of ADSs may be subject to the Depositary's verification of compliance with applicable transfer restrictions, including those arising under applicable securities laws and the Company's articles of association (Satzung), and receipt of any documentation that the Depositary may reasonably require, including but not limited to opinions of counsel, certifications, and other instruments of transfer or authorization. The Depositary reserves the right to refuse to accept ordinary shares for deposit under certain circumstances as set forth in the Deposit Agreement.
3.2 Pre-Effective and Offering Deposit Procedures
In connection with the offering described in this prospectus, the underwriters (through arrangements coordinated by Westbridge Securities LLC, as representative of the underwriting syndicate, as more fully described under "Underwriting") will deposit ordinary shares with the Custodian, and the Depositary will issue the corresponding ADSs for delivery to purchasers through the facilities of DTC. The settlement of such transactions is expected to take place on or about [—], 2026 (the "Closing Date").
The following table summarizes the ordinary shares to be deposited and the ADSs to be issued in connection with the offering:
For the primary offering, 30,000,000 newly issued ordinary shares will be deposited with the Custodian from the Company's authorized capital (genehmigtes Kapital), resulting in the issuance of 15,000,000 ADSs. For the secondary offering, the selling shareholders identified above will deposit existing ordinary shares currently held by them, resulting in the issuance of an aggregate of 6,400,000 ADSs. The underwriters hold an option, exercisable for a period of 30 days following the date of this prospectus, to purchase up to an additional 3,210,000 ADSs (representing up to 6,420,000 ordinary shares) to cover overallotments, if any.
For additional information regarding the selling shareholders and the underwriting arrangements, see "Selling Shareholders" and "Underwriting."
4. Withdrawal of Ordinary Shares; Cancellation of ADSs
ADS holders (or their duly authorized agents) may at any time surrender ADSs to the Depositary for cancellation and request delivery of the corresponding number of ordinary shares held by the Custodian. Upon receipt of ADSs for cancellation and compliance with the conditions described below, the Depositary will instruct the Custodian to deliver the underlying ordinary shares through Ashgrove Enterprises Banking AG to the account designated by the surrendering ADS holder or its agent. For each ADS surrendered, the surrendering holder will be entitled to receive two ordinary shares (subject to adjustment for any change in the ADS Ratio).
Withdrawals of ordinary shares upon cancellation of ADSs are subject to the following conditions:
(i) payment of all applicable Depositary fees, taxes, charges, and governmental levies, including any applicable cancellation fees described below under "—Depositary Fees and Charges";
(ii) compliance with all applicable securities laws and transfer restrictions, including any restrictions imposed by German law, the Company's articles of association, or applicable U.S. federal and state securities laws;
(iii) completion of such transfer forms, certifications, and other documentation as the Depositary or the Custodian may reasonably require; and
(iv) satisfaction of any other conditions that may be set forth in the Deposit Agreement.
The Depositary may refuse to accept ADSs for cancellation if such surrender would result in the delivery of a fraction of an ordinary share. In the event that the cancellation of ADSs held by one or more holders would result in fractional entitlements to ordinary shares, the Depositary will handle such fractional entitlements in accordance with the terms of the Deposit Agreement. Generally, fractional shares will be aggregated and sold by the Depositary or the Custodian, and the net proceeds of such sales will be distributed to the applicable ADS holders on a pro rata basis.
The right to withdraw ordinary shares upon cancellation of ADSs is fundamental and may not be limited by any amendment to the Deposit Agreement, except as required by mandatory provisions of applicable law or regulations, or to comply with legal requirements in connection with the ordinary shares, the ADSs, or the Deposit Agreement.
5. Depositary Fees and Charges
The following table sets forth the fees and charges that ADS holders may be required to pay in connection with the ADSs:
5.1 Annual Depositary Service Fee
ADS holders will be charged an annual depositary service fee of $0.05 per ADS per annum. The annual depositary service fee compensates the Depositary for the administration and servicing of the ADS program, including the maintenance of ADS holder records, processing of distributions, and other administrative functions. The Depositary may collect the annual service fee by deducting such amounts from cash distributions made to ADS holders, or by billing ADS holders directly, or by charging the book-entry system accounts of the participants through which ADS holders hold their ADSs. If no cash distributions are made during any calendar year, the Depositary may invoice ADS holders or their brokers directly for such fee.
5.2 Issuance and Cancellation Fees
A fee of up to $0.05 per ADS will be charged by the Depositary for the issuance of ADSs upon the deposit of ordinary shares (including deposits made in connection with distributions of shares, rights, or other property) and for the cancellation of ADSs upon the withdrawal of ordinary shares. This fee is subject to finalization in the Deposit Agreement and may be modified by agreement between the Company and the Depositary from time to time. The issuance fee applicable to ADSs issued in connection with this offering will be paid by the Company or the underwriters, as described under "Underwriting."
5.3 Other Charges
In addition to the fees described above, ADS holders may be required to pay or bear the following charges, taxes, and expenses:
(i) any taxes, duties, and governmental charges payable on the Deposited Securities or the ADSs, including, without limitation, German withholding taxes, stamp duties, and transfer taxes;
(ii) stock transfer or registration fees on deposits of ordinary shares and withdrawals of ordinary shares, including any fees charged by Ashgrove Enterprises Banking AG or the Custodian;
(iii) cable, telex, facsimile transmission, and delivery charges incurred at the request of persons depositing ordinary shares or surrendering ADSs, or otherwise at the request of ADS holders;
(iv) expenses incurred by the Depositary in converting foreign currency to U.S. dollars, including any fees charged by foreign exchange dealers or banks in connection with such conversions; and
(v) any other charges, fees, and expenses of the Depositary or the Custodian as set forth in the Deposit Agreement, including charges for compliance with applicable law, regulatory requirements, and governmental orders.
5.4 Reimbursements and Payments by the Depositary
From time to time, the Depositary may make payments to the Company to reimburse and/or share revenue from the fees charged to ADS holders, or to compensate the Company for expenses the Company incurs in connection with the establishment and maintenance of the ADS program, including expenses related to investor relations, stock exchange listing fees, and compliance costs. The Depositary may collect such reimbursement from ADS holder fees. The amount of such payments is determined from time to time by agreement between the Company and the Depositary and may change. The Deposit Agreement will describe the arrangements between the Company and the Depositary regarding such payments. See also "Underwriting—Depositary Arrangements."
The Company received approximately $[—] from the Depositary during the year ended December 31, 2025, in connection with the establishment of the ADS program. Additional payments may be made in subsequent periods. The Company and the Depositary have agreed that neither the existence nor the terms of such reimbursement arrangements will affect the Depositary's obligations to ADS holders under the Deposit Agreement.
6. Dividends and Other Distributions
6.1 Cash Dividends and Distributions
If Halcyon makes a cash distribution on its ordinary shares (whether characterized as a dividend, return of capital, or otherwise under German law), the Depositary will, subject to the terms of the Deposit Agreement, convert the euro-denominated distribution to U.S. dollars to the extent it determines that such conversion is practicable and can be done on a reasonable basis. The Depositary will distribute the resulting U.S. dollar amount to ADS holders in proportion to the number of ADSs held by each such holder as of the applicable ADS record date, after deduction of the following:
(a) the Depositary's fees and expenses (including currency conversion expenses) as described under "—Depositary Fees and Charges";
(b) applicable withholding taxes, as described below and under "Taxation"; and
(c) any other taxes, duties, or governmental charges required to be deducted.
German Withholding Tax. Cash distributions made by the Company on its ordinary shares are generally subject to German withholding tax (Kapitalertragsteuer) at the statutory rate of 25%, plus a 5.5% solidarity surcharge (Solidaritätszuschlag) thereon, resulting in an aggregate statutory withholding rate of 26.375% of the gross distribution amount. Holders of ADSs who are residents of the United States for purposes of the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (the "U.S.-Germany Income Tax Treaty") may be entitled to a reduced withholding rate of 15% under Article 10 of the U.S.-Germany Income Tax Treaty, subject to applicable certification and documentation procedures. See "Taxation—German Tax Considerations" and "Taxation—U.S. Federal Income Tax Considerations."
The Depositary will coordinate withholding through the Custodian and the custodian chain. Meridian Trust has represented that it holds status as a Qualified Intermediary ("QI") within the meaning of Treasury Regulations Section 1.1441-1(e)(5) and applicable provisions of the German tax code. Meridian Trust's QI status is expected to facilitate the application of treaty-reduced withholding rates for eligible ADS holders who have provided proper documentation, including a valid IRS Form W-8BEN (for individuals) or IRS Form W-8BEN-E (for entities), claiming benefits under the U.S.-Germany Income Tax Treaty. ADS holders should consult their tax advisors regarding their eligibility for treaty benefits and the documentation required to claim reduced withholding. There can be no assurance that the German tax authorities will accept the Depositary's procedures for claiming treaty-reduced withholding rates, and ADS holders may be required to seek a refund of excess withholding directly from the German Federal Central Tax Office (Bundeszentralamt für Steuern).
If the Depositary determines that currency conversion from euros to U.S. dollars is impracticable or that the exchange rates available are unfavorable such that conversion would materially reduce the value of the distribution, the Depositary may, in its discretion, (i) distribute the foreign currency (or an appropriate document of title or other evidence of the right to receive such foreign currency) to ADS holders entitled thereto, or (ii) hold such amounts for the benefit of ADS holders without liability for interest thereon, pending conversion at a time the Depositary determines to be appropriate.
6.2 Stock Dividends and Other Distributions in Shares
If Halcyon distributes additional ordinary shares as a dividend or bonus issue (Gratisaktien), or effects a stock split or similar transaction resulting in the issuance of additional ordinary shares to existing holders, the Depositary will, to the extent reasonably practicable, issue additional ADSs to ADS holders in proportion to their existing holdings, based on the ADS Ratio. The additional ADSs will represent the additional ordinary shares received by the Depositary or the Custodian in respect of the Deposited Securities.
If the Depositary determines that the distribution of additional ADSs is not feasible due to regulatory restrictions, practical considerations (including the costs and administrative burden of distributing fractional ADSs), or any other reason, the Depositary may, in its discretion, sell all or a portion of the additional ordinary shares received and distribute the net cash proceeds to ADS holders in U.S. dollars in proportion to their holdings, after deduction of the Depositary's fees and expenses and applicable taxes. Alternatively, the Depositary may adjust the ADS Ratio to reflect the additional ordinary shares, as described below under "—Changes Affecting Ordinary Shares."
6.3 Distributions of Rights
If Halcyon offers rights to subscribe for additional ordinary shares or other securities (including pursuant to the exercise of statutory pre-emptive rights under German law), the Depositary will make such rights available to ADS holders if it determines that it is lawful and reasonably practicable to do so. The Depositary may impose conditions on the distribution of rights, including requiring satisfactory assurances from the Company that the distribution of rights would comply with all applicable securities laws, including, without limitation, registration under the Securities Act of 1933, as amended (the "Securities Act"), or the availability of an applicable exemption from registration thereunder.
If the Depositary determines that it is not lawful or not reasonably practicable to make rights available to ADS holders, or if the conditions imposed by the Depositary are not satisfied, the Depositary may, in its discretion:
(a) sell such rights, if the rights are transferable and a market exists for them, and distribute the net proceeds to ADS holders in U.S. dollars after deduction of the Depositary's fees and expenses and applicable taxes; or
(b) allow such rights to lapse, in which case ADS holders will receive nothing in respect thereof.
For a discussion of pre-emptive rights and the limitations on the ability of ADS holders to exercise such rights, see "—Pre-Emptive Rights" below.
6.4 Other Distributions
If Halcyon distributes securities other than ordinary shares or rights to subscribe for ordinary shares, or distributes property other than cash (such as shares of a subsidiary, warrants, or other instruments), the Depositary will distribute to ADS holders any such securities or property received with respect to the Deposited Securities, in such manner as the Depositary deems equitable and practicable. If the Depositary determines that such distribution is not feasible—whether due to legal restrictions, practical difficulties, or the costs of distribution—the Depositary may sell such securities or property and distribute the net proceeds in U.S. dollars to ADS holders after deduction of the Depositary's fees and expenses and applicable taxes.
6.5 Record Dates
The Depositary will fix record dates (each, an "ADS Record Date") for the determination of ADS holders entitled to receive distributions of cash, shares, rights, other securities, or property. Such ADS Record Dates will correspond as closely as practicable to the corresponding record dates fixed by Halcyon for distributions to holders of ordinary shares. Due to time zone differences, operational processing times, and the settlement cycles applicable to the ordinary shares and the ADSs, the ADS Record Dates may differ from the record dates established by Halcyon for the underlying ordinary shares. The Depositary will announce each ADS Record Date to ADS holders by mail, through DTC, or by other customary means.
There can be no assurance that ADS holders will receive distributions at the same time or in the same amounts as holders of ordinary shares. Delays may result from, among other things, currency conversion, compliance with applicable withholding tax requirements, and the operational processes of the Depositary, the Custodian, and DTC.
7. Voting Rights
7.1 German Corporate Law Background
Halcyon is governed by the German Stock Corporation Act (Aktiengesetz, or "AktG"). Under the AktG, shareholders exercise their voting rights at annual general meetings (ordentliche Hauptversammlungen) and extraordinary general meetings (außerordentliche Hauptversammlungen) of the Company. Matters submitted to shareholders for approval at general meetings may include, among other things, the approval of the annual financial statements, the appropriation of distributable profits (Bilanzgewinn), the ratification of the actions of the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat), the appointment of the Company's auditor, amendments to the Company's articles of association (Satzung), capital increases, and other matters required by law or the Company's articles of association to be submitted to shareholders for approval.
Each ordinary share (Stammaktie) carries one vote at a general meeting of shareholders. Since each ADS represents two ordinary shares, each ADS will represent the right to instruct the Depositary with respect to the exercise of two votes at any general meeting. For a more detailed discussion of the voting rights attaching to the ordinary shares and the procedures applicable to general meetings under German law, see "Description of Ordinary Shares and Certain Provisions of German Law—Voting Rights" at page [—] of this prospectus.
7.2 Voting Instructions
When Halcyon convenes a general meeting of shareholders or solicits consents or proxies from holders of ordinary shares, the Depositary will, if requested by Halcyon in a timely manner and at Halcyon's expense, distribute to ADS holders the following:
(i) a notice of the meeting (or solicitation), including the date, time, location (or, if applicable, the virtual meeting platform), and agenda of the meeting;
(ii) a statement that ADS holders as of the applicable ADS Record Date will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the ordinary shares underlying their ADSs; and
(iii) a voting instruction card or other form on which ADS holders may indicate their voting instructions.
ADS holders who wish to exercise their voting rights must return their voting instructions to the Depositary by the date specified by the Depositary in the voting instruction materials. The Depositary will set such deadline sufficiently in advance of the meeting date to allow it to compile and transmit the instructions to the Custodian or its agents in Germany and to arrange for the ordinary shares to be voted at the general meeting in accordance with the instructions received. ADS holders who do not return voting instructions by the specified deadline will be deemed not to have provided instructions, and the ordinary shares underlying their ADSs may or may not be voted, depending on the provisions of the Deposit Agreement, as described below.
7.3 Depositary's Discretion and Default Voting
If the Depositary does not receive timely and valid voting instructions from an ADS holder with respect to any or all of the matters to be voted upon at a general meeting, the Depositary may, if the Deposit Agreement so provides and subject to applicable law:
(a) deem the ADS holder to have instructed the Depositary to give a discretionary proxy to a person designated by Halcyon (which may be a member of the Company's Management Board, a representative of the Company's legal counsel, or another person designated by the Company) with respect to those matters as to which the Depositary has not received voting instructions, provided that no such discretionary proxy will be given with respect to any matter as to which (I) Halcyon has informed the Depositary that it does not wish such a proxy to be given, (II) Halcyon has informed the Depositary that there is substantial opposition to the matter, or (III) the matter materially and adversely affects the rights of ADS holders; or
(b) refrain from voting the underlying ordinary shares with respect to those matters as to which the Depositary has not received voting instructions.
The specific provisions regarding discretionary proxy and default voting, including the circumstances under which a discretionary proxy will or will not be given, will be set forth in the Deposit Agreement. ADS holders should review the Deposit Agreement carefully for a description of these provisions.
7.4 Limitations.  The Depositary will not itself exercise any voting discretion with respect to any ordinary shares underlying the ADSs. The Depositary's obligation is limited to acting upon and transmitting the valid voting instructions received from ADS holders in a timely manner and in accordance with the terms of the Deposit Agreement.
There can be no assurance that ADS holders will receive voting materials in sufficient time to instruct the Depositary before the applicable deadline. Due to the logistics involved in distributing meeting materials from Germany to ADS holders in the United States and elsewhere, and the time required for the Depositary to process voting instructions and communicate them to the Company or the Custodian, it is possible that some or all ADS holders will not be able to exercise voting rights with respect to particular matters. The Company will make reasonable efforts to cause the Depositary to distribute voting materials to ADS holders in a timely manner, but neither the Company nor the Depositary can guarantee that ADS holders will receive notice of general meetings in sufficient time to enable them to deliver instructions to the Depositary by the applicable deadline.
ADS holders who wish to attend a general meeting in person may do so only by making arrangements with the Depositary and the Custodian to have the ordinary shares underlying their ADSs temporarily withdrawn and transferred to a securities account maintained by or on behalf of the ADS holder in Germany in time for the holder to be registered as a shareholder entitled to attend and vote at the general meeting in accordance with the Company's articles of association and the requirements of the AktG.
8. Pre-Emptive Rights
Under German law and the Company's articles of association (Satzung), holders of ordinary shares generally have pre-emptive rights (Bezugsrecht) to subscribe for newly issued shares in proportion to their existing shareholdings whenever the Company increases its share capital by issuing new shares for cash contributions, unless such pre-emptive rights are excluded by a resolution of the shareholders' general meeting in accordance with Sections 186 and 203 of the AktG. The purpose of pre-emptive rights under German law is to protect existing shareholders against dilution of their proportionate ownership interests.
The Deposit Agreement will provide that the Depositary will offer pre-emptive rights to ADS holders only if it determines that:
(a) it is lawful and reasonably practicable to make such rights available to ADS holders under all applicable laws, including the securities laws of the United States, Germany, and any other relevant jurisdictions; and
(b) such rights can be distributed to ADS holders without registration under the Securities Act or pursuant to an applicable exemption from registration thereunder.
If the Depositary is unable or determines that it is not reasonably practicable to make pre-emptive rights available to ADS holders, the Depositary may, in its discretion:
(a) endeavor to sell the pre-emptive rights on behalf of ADS holders (to the extent such rights are transferable and a market exists for them) and distribute the net proceeds of such sale to ADS holders in U.S. dollars after deduction of the Depositary's fees, expenses, and applicable taxes; or
(b) allow such pre-emptive rights to lapse, in which case ADS holders will receive no value for such rights and their proportionate ownership interest in the Company will be diluted.
ADS holders may not be able to exercise pre-emptive rights with respect to shares underlying their ADSs unless either (i) a registration statement under the Securities Act is effective with respect to the securities to be offered upon exercise of such rights or (ii) an exemption from registration under the Securities Act is available. The Company is under no obligation to file a registration statement or to seek any exemption in order to permit ADS holders to exercise pre-emptive rights, and the Company may elect not to file such a registration statement or seek such an exemption. If the Company does not file a registration statement or obtain an exemption, and the Depositary is unable to sell the pre-emptive rights on behalf of ADS holders, such rights may lapse and ADS holders will receive no value for them.
In connection with the offering described in this prospectus, the pre-emptive rights (Bezugsrecht) of existing shareholders with respect to the 30,000,000 newly issued ordinary shares being offered as part of the primary offering are being excluded (Bezugsrechtsausschluss) as authorized under the Company's authorized capital provisions (genehmigtes Kapital) set forth in Section [—] of the Company's articles of association and as approved by the Company's Supervisory Board (Aufsichtsrat), chaired by Prof. Dr. Anneliese Voss. The exclusion of pre-emptive rights in connection with this offering has been approved in accordance with the requirements of Sections 186(3) and 203(2) of the AktG. For additional information, see "Description of Ordinary Shares and Certain Provisions of German Law—Pre-Emptive Rights" and "Dilution."
9. Changes Affecting Ordinary Shares
If there is any change in the nominal or par value of the ordinary shares, or any stock split (Aktienteilung), reverse stock split (Aktienzusammenlegung), consolidation, reclassification, or other similar event affecting the ordinary shares, the Depositary will, in its discretion, adjust the ADS Ratio and may take such other steps as it deems necessary or appropriate to reflect such change, including but not limited to adjusting the number of ADSs outstanding, issuing new ADSs, or calling for the surrender of existing ADSs in exchange for new ADSs. Any such adjustment will be effective as of the date determined by the Depositary.
If Halcyon distributes additional ordinary shares to all holders of ordinary shares as a stock dividend, bonus issue, or similar distribution, the Depositary may, in lieu of distributing additional ADSs to ADS holders, adjust the ADS Ratio to reflect the increased number of ordinary shares represented by each ADS. For example, if the ADS Ratio is one ADS for two ordinary shares and Halcyon effects a two-for-one stock split, the Depositary may either (a) issue one additional ADS for each ADS outstanding so that each ADS continues to represent two ordinary shares, or (b) adjust the ADS Ratio so that each ADS represents four ordinary shares (with no additional ADSs being issued). The Depositary is not required to adjust the ADS Ratio in any particular manner and may exercise its discretion in determining the appropriate action to take.
The Depositary may issue new ADSs or amend the Deposit Agreement to give effect to any change in the ordinary shares or ADS Ratio, subject to the provisions regarding amendment of the Deposit Agreement described below under "—Amendment and Termination of the Deposit Agreement."
10. Inspection of Books and Records of the Depositary
The Depositary will maintain, at its principal office at 101 Barclay Street, New York, NY 10286, a register of the names, addresses, and holdings of all registered holders of ADSs (the "ADS Register") and a record of each issuance and cancellation of ADSs. The ADS Register and such records will be open for inspection by ADS holders and by the Company during the Depositary's regular business hours, solely for purposes reasonably related to the inspecting party's interests as an ADS holder or as the issuer, as the case may be.
The right of inspection is subject to the condition that such inspection shall not be for any purpose that is adverse to the interests of the other ADS holders or the Company. The Depositary may, in its reasonable discretion, refuse any request for inspection that it believes is not made in good faith or is made for an improper purpose. The Depositary may charge reasonable fees for providing copies of any records or documents, and any inspection shall be at the inspecting party's own expense.
11. Reports and Other Communications
The Depositary will make available for inspection by ADS holders at its principal office at 101 Barclay Street, New York, NY 10286, any reports, notices, and communications (including annual and interim financial statements and proxy materials) that the Company furnishes to the Depositary for that purpose. Such materials will be made available in the form received by the Depositary or, if received in the German language, in the form of an English-language summary prepared or furnished by the Company or its agents.
The Depositary will also mail or otherwise transmit to ADS holders, at the Company's expense, copies of any notices received from the Company that are intended for distribution to holders of ordinary shares, to the extent such notices relate to matters of interest to ADS holders. Such notices will be transmitted in the form received by the Depositary or, where appropriate, in an English-language summary. The Depositary will not be liable for any delay in the transmission of such notices or for any failure to transmit notices that it does not receive from the Company.
As a foreign private issuer within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"), the Company will file annual reports on Form 20-F and furnish current reports on Form 6-K with the SEC. These filings will be available to ADS holders and the general public through the SEC's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") at www.sec.gov. In addition, the Company will make available certain filings and information on its corporate website at www.halcyon-semi.de. Information contained on, or accessible through, the Company's website does not constitute a part of this prospectus and is not incorporated by reference herein.
12. Amendment and Termination of the Deposit Agreement
12.1 Amendment.  The Company and the Depositary may at any time and from time to time agree to amend the Deposit Agreement and the form of ADR in any respect that they deem necessary or desirable, without the consent of any ADS holder or beneficial owner of ADSs, for the purpose of, among other things:
(a) adding to, changing, or eliminating any provision of the Deposit Agreement to cure any ambiguity, correct or supplement any provision that may be defective or inconsistent, or to address changed circumstances;
(b) reflecting changes in applicable law, regulation, or market practice;
(c) accommodating the listing of the ADSs on one or more stock exchanges; or
(d) making any other change that does not materially and adversely affect the rights of ADS holders.
Notwithstanding the foregoing, any amendment that would impose or increase any fees or charges to be borne by ADS holders (other than charges in connection with foreign exchange transactions, delivery of Deposited Securities, or taxes and governmental charges) or that would otherwise materially prejudice any substantial existing right of ADS holders will not become effective until thirty (30) days after notice of such amendment has been given to ADS holders. By continuing to hold ADSs after the effective date of any amendment, an ADS holder will be deemed to have agreed to such amendment and to be bound by the Deposit Agreement as so amended.
No amendment to the Deposit Agreement will impair the right of any ADS holder to surrender its ADSs and receive the underlying ordinary shares in accordance with the terms of the Deposit Agreement, except as may be required by mandatory provisions of applicable law or to comply with applicable regulations.
12.2 Termination.  The Depositary may terminate the Deposit Agreement at any time by giving ADS holders at least ninety (90) days' prior notice of such termination, specifying the date on which the termination will become effective (the "Termination Date"). The Company may terminate the Deposit Agreement at any time by giving the Depositary at least ninety (90) days' prior notice, and the Depositary will in turn give ADS holders at least thirty (30) days' notice of such termination prior to the Termination Date.
Upon termination of the Deposit Agreement:
(a) the Depositary will continue to collect distributions on the Deposited Securities but will cease to accept deposits of ordinary shares for the issuance of new ADSs as of the Termination Date;
(b) ADS holders may, at any time after the Termination Date, surrender their ADSs to the Depositary for cancellation and receive delivery of the corresponding number of ordinary shares (subject to payment of applicable fees, taxes, and charges); and
(c) if any ADSs remain outstanding six months (or such other period as may be specified in the Deposit Agreement) after the Termination Date, the Depositary may sell all or any portion of the Deposited Securities and hold the net proceeds of such sale (uninvested and without liability for interest) for the pro rata benefit of the ADS holders who have not yet surrendered their ADSs. After such sale, the Depositary's only obligation to such ADS holders will be to account for and distribute such net proceeds.
After the Termination Date, the obligations of the Depositary under the Deposit Agreement will be limited to (i) collecting and holding distributions on the remaining Deposited Securities, (ii) processing surrenders of ADSs, and (iii) such other actions as may be required by applicable law.
13. Limitations on Obligations and Liability of the Depositary and Halcyon
13.1 Depositary's Liability
Neither the Depositary nor the Company will be liable to any ADS holder or beneficial owner if it is prevented, hindered, or delayed in performing its obligations under the Deposit Agreement by reason of any present or future law, rule, regulation, decree, or governmental order or directive of any country or jurisdiction (or any authority, agency, or instrumentality thereof), or by reason of any provision of the Company's articles of association (Satzung), or by reason of any act of God, war, terrorism, epidemic, pandemic, civil unrest, nationalization, expropriation, currency restriction, work stoppage, strike, natural disaster, disruption of communications or transportation networks, failure of electronic or mechanical equipment or communication systems, or any other event or circumstance beyond the reasonable control of the Depositary or the Company (each, a "Force Majeure Event").
The Depositary will not be liable for any failure to carry out any instructions to vote the ordinary shares underlying the ADSs or for the manner in which any such vote is cast or the effect of any such vote, provided that the Depositary acts in good faith and in accordance with the terms of the Deposit Agreement. Without limiting the foregoing, the Depositary will not be liable for the failure of any ADS holder to receive voting materials in a timely manner or for any inaccuracy in or incompleteness of any notice, communication, or voting instruction received by the Depositary from the Company.
The Depositary will not be liable for the acts or omissions of any securities depository, clearing agency, or settlement system, including DTC, Ashgrove Enterprises Banking AG, or any direct or indirect participant therein, and shall not be liable for any failure or delay in the delivery or processing of ordinary shares or ADSs through such systems.
13.2 Disclaimers.  The Depositary makes no representations and gives no warranties as to the validity, genuineness, or worth of the Deposited Securities, the validity or adequacy of any interest therein, the accuracy or completeness of any information contained in or omitted from any document furnished by or on behalf of the Company to ADS holders or to the Depositary, or the creditworthiness or financial condition of the Company.
The Depositary will not be obligated to appear in, prosecute, or defend any action, suit, or other proceeding with respect to the Deposited Securities, the ADSs, or the Deposit Agreement unless (a) it is indemnified and held harmless by the ADS holder(s) requesting such action to its reasonable satisfaction against all costs, expenses, and liabilities that may arise in connection therewith, and (b) it determines that such action is consistent with its obligations under the Deposit Agreement and applicable law.
The Depositary will not be responsible for any failure by the Company to provide information required to be furnished to ADS holders or to the Depositary under the Deposit Agreement, applicable law, or any stock exchange listing requirements. The Depositary will not independently verify any information or data received from the Company and is entitled to rely upon the accuracy and completeness thereof without liability to any ADS holder.
13.3 Halcyon's Obligations
The Company and its agents, officers, directors, employees, and affiliates will not be liable to any ADS holder or beneficial owner for any indirect, special, punitive, incidental, or consequential damages (including, without limitation, lost profits or loss of opportunity) of any kind arising from or in connection with the Deposit Agreement, the ADSs, or the Deposited Securities, regardless of whether such claim is based on contract, tort, strict liability, or any other theory.
The Company's obligations under the Deposit Agreement are limited to the extent set forth therein and as permitted by applicable German law, U.S. federal securities law, and the rules and regulations of the SEC. It is noted that, under U.S. federal securities law, certain provisions that purport to waive or limit liability for securities fraud or misrepresentation may be unenforceable, and nothing in the Deposit Agreement or this prospectus is intended to constitute any such waiver or limitation. The Company's indemnification obligations under the Deposit Agreement are subject to the limitations imposed by applicable law, including the provisions of the AktG and applicable principles of German corporate law.
14. Taxes
ADS holders will be responsible for any taxes, duties, assessments, or governmental charges (including, without limitation, withholding taxes, stamp duties, and transfer taxes) payable in connection with their ADSs or the Deposited Securities underlying such ADSs, regardless of whether such taxes are imposed by the United States, Germany, or any other jurisdiction. The Depositary may refuse to register any transfer of ADSs or to accept any deposit of ordinary shares or process any withdrawal of ordinary shares until all applicable taxes and charges have been paid by the applicable ADS holder or depositor.
The Depositary may deduct from any distribution to ADS holders the amount of any taxes or governmental charges that it (or the Custodian) is required by law to withhold. If any distribution is insufficient to cover the applicable taxes or charges, the Depositary may sell a portion of the property distributed (or to be distributed) and apply the proceeds to the payment of such taxes or charges.
For a detailed discussion of the material German and U.S. federal income tax consequences of owning and disposing of ADSs, including the application of German withholding tax at the statutory rate of 26.375% (25% Kapitalertragsteuer plus 5.5% Solidaritätszuschlag) and the availability of a reduced rate of 15% under the U.S.-Germany Income Tax Treaty for qualifying U.S. holders, as well as the U.S. federal income tax consequences applicable to U.S. holders and non-U.S. holders, see "Taxation" beginning at page [—] of this prospectus. ADS holders are strongly urged to consult their own tax advisors regarding the specific tax consequences to them of owning and disposing of ADSs, including the applicability of any state, local, non-U.S., or other tax laws.
15. Foreign Currency Conversion
The Depositary will arrange for the conversion of all foreign currency (primarily euros) received in respect of the Deposited Securities into U.S. dollars if, in the Depositary's judgment, such conversion is practicable and can be done on a reasonable basis. The Depositary will distribute the resulting U.S. dollar amounts to ADS holders entitled thereto, after deduction of the Depositary's fees, conversion expenses, and applicable taxes. The Depositary may utilize a commercial bank or foreign exchange dealer (which may be the Depositary itself or an affiliate thereof) to effect such conversions, and ADS holders will bear the cost of such conversion, including any spread between the bid and ask prices for the applicable currency.
If the Depositary determines that foreign currency received cannot be converted to U.S. dollars on a reasonable basis, or that the conversion would be impracticable due to exchange controls, governmental restrictions, or other circumstances, the Depositary may, in its discretion:
(a) distribute the foreign currency (or an appropriate document of title or other evidence of the right to receive such foreign currency) to the ADS holders entitled thereto; or
(b) hold such foreign currency (uninvested and without liability for interest) for the account of the ADS holders entitled thereto, pending conversion at such time as the Depositary determines to be appropriate.
The Depositary is under no obligation to obtain any particular exchange rate and will not be liable for any loss or diminution in value arising from the timing or terms of any currency conversion or from the inability to convert foreign currency received into U.S. dollars.
For reference purposes in this prospectus, amounts denominated in euros have been translated into U.S. dollars at the rate of €1.00 = $1.078, which was the noon buying rate of the Federal Reserve Bank of New York as of January 10, 2026. This rate is provided for convenience only and does not represent the rate at which euros could have been, can be, or will be converted into U.S. dollars on any particular date. Actual exchange rates may differ, and such differences may be material. See "Exchange Rates" beginning at page [—] of this prospectus.
16. Governing Law; Jurisdiction
The Deposit Agreement and the ADRs are governed by and will be construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. The selection of Delaware law as the governing law of the Deposit Agreement and the ADRs is without prejudice to the mandatory provisions of U.S. federal securities law, which will apply to the extent required by law.
The federal and state courts located in the City of New York, Borough of Manhattan, State of New York, shall have exclusive jurisdiction to hear and determine any suit, action, or proceeding, and to settle any dispute, that may arise out of or in connection with the Deposit Agreement or the ADRs, and, for such purposes, each of the Company and the Depositary irrevocably submits to the jurisdiction of such courts. Each of the Company and the Depositary waives any objection that it may have to the venue of any such suit, action, or proceeding in such courts and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum. ADS holders, by accepting or holding ADSs or any interest therein, irrevocably agree that any legal suit, action, or proceeding arising out of or relating to the Deposit Agreement or the ADRs may be instituted in the courts described above, and irrevocably waive any objection to venue in such courts.
Notwithstanding the foregoing, the rights of holders of ordinary shares (including ordinary shares represented by ADSs) as shareholders of the Company are governed by German law, including the AktG, and the Company's articles of association (Satzung). Disputes arising solely under German corporate law or the Company's articles of association may be subject to the jurisdiction of the competent courts in Germany.
17. Enforceability of Civil Liabilities
Halcyon is organized under the laws of the Federal Republic of Germany, and substantially all of the Company's assets are located outside the United States. In addition, most of the members of the Company's Management Board (Vorstand) and Supervisory Board (Aufsichtsrat) and certain of the experts named in this prospectus are residents of countries other than the United States, and all or a substantial portion of their assets may be located outside the United States.
As a result, it may be difficult or impossible for ADS holders to effect service of process within the United States upon the Company or upon such persons, or to enforce against them in U.S. courts judgments obtained in U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws or the securities laws of any state of the United States. In addition, there is uncertainty as to whether the courts of Germany would:
(a) enforce judgments of U.S. courts obtained in actions against the Company or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities laws of any state of the United States; or
(b) entertain original actions brought in Germany against the Company or such persons predicated upon the U.S. federal securities laws or the securities laws of any state of the United States.
Germany is not a party to any treaty with the United States providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment rendered by a U.S. court generally would not be automatically recognized or enforceable in Germany. A judgment of a U.S. court may, however, be recognized and enforced by a German court in accordance with the provisions of the German Code of Civil Procedure (Zivilprozessordnung), including Section 328, provided that certain conditions are met, including, among others, that the judgment is final and conclusive, that the U.S. court had jurisdiction under German law principles, and that enforcement would not violate German public policy (ordre public).
The Company has appointed Halcyon Semiconductor USA Inc. (a Delaware corporation), with a registered address at 1209 Orange Street, Wilmington, DE 19801, and principal office at 2500 Augustine Drive, Suite 100, Santa Clara, CA 95054 (Employer Identification Number: 84-3927561), as its authorized agent upon which process may be served in any suit, action, or proceeding arising out of or relating to the ADSs, the Deposit Agreement, or any transaction contemplated thereby, in any federal or state court located in the City of New York, Borough of Manhattan, State of New York.
18. Direct Registration System (DRS) and Profile Modification System
The ADSs may be held in uncertificated (book-entry) form through DTC's Direct Registration System ("DRS") and Profile Modification System. The DRS is a system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated ADSs, which ownership is confirmed by periodic statements sent to the ADS holders by the transfer agent, Crestfield Transfer Services Inc.
ADS holders who hold ADSs through DRS will receive periodic statements from Crestfield Transfer Services Inc. confirming their ADS holdings, rather than physical certificates. Such statements will include information regarding the number of ADSs held, any distributions received, and other relevant account information.
Transfers and pledges of ADSs held through DRS may be effected through the facilities provided by DTC and its direct and indirect participants in the customary manner. ADS holders who wish to transfer ADSs held in DRS to a brokerage account, or vice versa, may do so through the Profile Modification System, subject to the procedures and requirements of DTC and its participants.
19. Relationship of the Depositary to ADS Holders
ADS holders should note that neither the Depositary nor the Company has any fiduciary duty or fiduciary relationship with any ADS holder or beneficial owner of ADSs. The Depositary acts solely in accordance with the terms of the Deposit Agreement and applicable law, and its duties to ADS holders are contractual in nature.
ADS holders are not parties to the Deposit Agreement and do not have any contractual relationship with the Depositary or the Company by virtue of the Deposit Agreement, except to the extent that they become bound by its terms by accepting ADSs or acquiring any beneficial interest in ADSs. By holding or acquiring ADSs, ADS holders are deemed to agree to be bound by the terms and conditions of the Deposit Agreement, including the provisions regarding fees, taxes, indemnification, and limitation of liability described herein and therein.
The Depositary's obligations to ADS holders are limited to those expressly set forth in the Deposit Agreement. ADS holders who wish to exercise any rights as shareholders of the Company—including the right to attend and vote at general meetings, the right to receive dividends and other distributions, and the right to exercise pre-emptive rights—may do so only through the Depositary and in accordance with the procedures set forth in the Deposit Agreement, unless they withdraw the underlying ordinary shares from the ADS program as described above under "—Withdrawal of Ordinary Shares; Cancellation of ADSs."
20. Further Information
A copy of the Deposit Agreement (including the form of ADR) is filed as Exhibit [—] to the Registration Statement on Form F-1 (File No. 333-[—]) of which this prospectus forms a part. A copy of the form of ADR is also attached as an exhibit to the Registration Statement on Form F-6 (File No. 333-[—]) filed by Meridian Trust Company, National Association, as Depositary, under the Securities Act.
The Deposit Agreement, the form of ADR, and other documents filed as exhibits to the Registration Statement are available for inspection and copying at the SEC's public reference facilities and may be obtained through the SEC's EDGAR system at www.sec.gov.
Additional information about the ADSs, the Deposit Agreement, and the ADS program generally may be obtained by contacting:
Meridian Trust Company, National Association 101 Barclay Street New York, NY 10286
Attention: Patricia Novak, Vice President, Depositary Receipts
Telephone: +1 (212) [—]-[—]
Email: patricia.novak@meridiantrust.com
ADS holders are urged to consult with their own legal, financial, and tax advisors regarding the specific consequences to them of holding or disposing of ADSs and the applicability of the terms and conditions of the Deposit Agreement to their particular circumstances.
The foregoing description of the ADSs and the Deposit Agreement is a summary only and does not purport to be complete. It is qualified in its entirety by reference to the full text of the Deposit Agreement and the form of ADR, copies of which are filed as exhibits to the Registration Statement of which this prospectus forms a part. See "Where You

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