1032-00003 · Client 1032 · Registration Statement

draft-prospectus-shares-eligible-future-sale.docx DOCUMENT Capital Markets

42 / 77 ← → ✕

SHARES ELIGIBLE FOR FUTURE SALE

The following section is included in the prospectus forming part of the Registration Statement on Form F-1 of Halcyon Semiconductor Aktiengesellschaft (the "Company," "Halcyon," "we," "us," or "our"), filed with the U.S. Securities and Exchange Commission (the "SEC").

Prior to this offering, there has been no public market for American Depositary Shares ("ADSs") representing ordinary shares of Halcyon Semiconductor Aktiengesellschaft in the United States. Halcyon's ordinary shares (Stammaktien) are currently listed and traded on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" in the Prime Standard segment, which is the segment of the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange that imposes the highest transparency requirements under German securities law. In connection with this offering, the ADSs have been approved for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN."

Following the completion of this offering, a substantial number of ordinary shares and ADSs will become eligible for sale in the public market, subject to the contractual lock-up agreements described below and the provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the SEC promulgated thereunder. Future sales of substantial amounts of ADSs or ordinary shares in the public market, or the perception by the market that such sales could occur, could adversely affect the prevailing market price of the ADSs and could impair our ability to raise capital through future offerings of equity or equity-related securities. Investors should carefully review the discussion set forth below as well as the risks described under the heading "Risk Factors — Risks Related to the ADSs and This Offering" appearing elsewhere in this prospectus.

1. Shares Outstanding After This Offering

1.1 Pre-Offering Share Capital

As of the date of this prospectus, Halcyon has 215,000,000 ordinary shares (Stammaktien), no par value (Stückaktien), issued and outstanding. Each ordinary share carries one vote and is entitled to dividends when and if declared by our annual general meeting (Hauptversammlung) upon the proposal of our management board (Vorstand) and supervisory board (Aufsichtsrat). All of our issued and outstanding ordinary shares are fully paid and non-assessable under German corporate law (Aktiengesetz).

Our ordinary shares are currently admitted to trading on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange in the Prime Standard segment under the International Securities Identification Number (ISIN) DE000HCY0019 and the ticker symbol "HCY." The Prime Standard segment requires compliance with enhanced transparency obligations, including quarterly reporting, ad hoc disclosure obligations under the European Market Abuse Regulation (Regulation (EU) No 596/2014), and English-language financial reporting.

1.2 Post-Offering Share Capital

In connection with this offering, Halcyon will issue 30,000,000 new ordinary shares (the "primary component" of the offering) out of authorized but unissued share capital. Following the completion of this offering, a total of 245,000,000 ordinary shares will be outstanding, consisting of the 215,000,000 ordinary shares outstanding immediately prior to the offering and the 30,000,000 newly issued ordinary shares.

ADS Structure. Each ADS represents two ordinary shares of Halcyon. The depositary for the ADS program is Meridian Trust Company, N.A. ("Meridian Trust" or the "Depositary"), which will hold the ordinary shares underlying the ADSs through its custodian in Germany.

Base Offering. The base offering consists of 21,400,000 ADSs, comprised of (i) 15,000,000 ADSs representing the 30,000,000 newly issued ordinary shares (the "primary ADSs") and (ii) 6,400,000 ADSs representing 12,800,000 ordinary shares being sold by the selling shareholders identified elsewhere in this prospectus (the "secondary ADSs"). The 21,400,000 ADSs in the base offering represent an aggregate of 42,800,000 ordinary shares.

Overallotment Option. In addition, the Company has granted to the underwriters an option, exercisable for a period of 30 days from the date of pricing (the "Pricing Date," which is expected to be on or about July 1, 2026), to purchase up to 3,210,000 additional ADSs at the initial public offering price, less underwriting discounts and commissions (the "overallotment option"). The overallotment option represents approximately 15% of the base offering. If the overallotment option is exercised in full, the underwriters will purchase an additional 3,210,000 ADSs, representing an additional 6,420,000 ordinary shares. In such case, the total number of ordinary shares represented by ADSs sold in this offering would be (21,400,000 + 3,210,000) × 2 = 49,220,000 ordinary shares, and the total number of ADSs sold in this offering would be 24,610,000 ADSs. The overallotment option expires on or about July 31, 2026.

Unless otherwise stated, all information in this section assumes no exercise of the overallotment option.

1.3 Post-Offering Ownership Summary

The following table sets forth information regarding the beneficial ownership of our ordinary shares immediately prior to and immediately following this offering, based on information provided by the selling shareholders and our own records. All post-offering calculations assume no exercise of the overallotment option and the issuance of 30,000,000 new ordinary shares in the primary offering.

Percentages for the free float are approximate and have been derived by subtracting the identified holdings of the principal shareholders and the Halcyon Employee Stock Ownership Trust (the "ESOT") from the total shares outstanding. The post-offering free float includes the 30,000,000 newly issued ordinary shares, the 12,800,000 ordinary shares sold by the selling shareholders, and the approximately 139,535,000 ordinary shares held by existing public shareholders on the Frankfurt Stock Exchange. All post-offering calculations exclude any exercise of the overallotment option.

2. Lock-Up Agreements

2.1 Overview of Lock-Up Arrangements

In connection with this offering, Halcyon, each of the selling shareholders, and all members of Halcyon's management board (Vorstand) and supervisory board (Aufsichtsrat) have agreed to enter into lock-up agreements with Westbridge Securities LLC ("Westbridge Securities"), as representative of the several underwriters of this offering (the "Lock-Up Agreements"). The lock-up period under each of the Lock-Up Agreements is 180 days following the Pricing Date (the "Lock-Up Period"). Based on an anticipated Pricing Date of July 1, 2026, the Lock-Up Period would expire on approximately December 28, 2026.

The Lock-Up Agreements are intended to promote an orderly aftermarket for the ADSs following the completion of this offering by restricting the sale, transfer, hedging, and other disposition of ordinary shares and ADSs (and securities convertible into, exercisable for, or exchangeable for ordinary shares or ADSs) by the Company, its principal shareholders, and its directors and officers during the Lock-Up Period. The material terms of the Lock-Up Agreements are described below.

2.2 Company Lock-Up

Halcyon has agreed that, for a period of 180 days from the Pricing Date, it will not, without the prior written consent of Westbridge Securities LLC:

(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs;

(b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ordinary shares or ADSs, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of ordinary shares, ADSs, or other securities, in cash, or otherwise; or

(c) file any registration statement with the SEC, or cause to be filed any such registration statement, relating to the offering of any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs.

The foregoing restrictions are subject to the following exceptions:

(a) the ordinary shares and ADSs to be sold in this offering, including any ordinary shares or ADSs sold upon exercise of the overallotment option;

(b) ordinary shares issued upon the exercise of options or the vesting or settlement of other equity awards outstanding as of the Pricing Date under Halcyon's existing employee benefit plans (including the Halcyon Stock Option Plan 2021 and the Halcyon Restricted Stock Unit Plan 2023), provided that the recipients of such ordinary shares are themselves subject to Lock-Up Agreements containing restrictions substantially similar to those described in this section;

(c) ordinary shares or ADSs issued in connection with bona fide acquisitions, joint ventures, or other strategic transactions, provided that the aggregate number of ordinary shares or ADSs so issued does not exceed 5% of the total number of ordinary shares outstanding immediately following the completion of this offering (i.e., 5% of 245,000,000, or 12,250,000 ordinary shares), and provided further that the recipients of such ordinary shares or ADSs agree to be bound by lock-up restrictions comparable to those described in this section for the remainder of the Lock-Up Period; and

(d) facilitating the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the transfer of ordinary shares or ADSs, provided that such plan does not provide for the transfer of ordinary shares or ADSs during the Lock-Up Period and provided further that no public announcement or filing under the Exchange Act regarding the establishment of such plan is required or made voluntarily during the Lock-Up Period.

2.3 Selling Shareholder Lock-Up

Each of Rheintal Industrieholding GmbH ("Rheintal") and Kestrel Capital Partners AG ("Kestrel" and, together with Rheintal, the "Selling Shareholders") has agreed that, for a period of 180 days from the Pricing Date, such Selling Shareholder will not, without the prior written consent of Westbridge Securities LLC, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer, hedge, or dispose of any ordinary shares or ADSs, or any securities convertible into, exercisable for, or exchangeable for ordinary shares or ADSs, beneficially owned by such Selling Shareholder as of the Pricing Date (other than the ordinary shares sold by such Selling Shareholder in this offering).

Following the completion of this offering (and assuming no exercise of the overallotment option):

• Rheintal Industrieholding GmbH will retain 39,445,000 ordinary shares, representing approximately 16.1% of the total ordinary shares outstanding. All of Rheintal's retained ordinary shares will be subject to the Lock-Up Agreement.

• Kestrel Capital Partners AG will retain 16,555,000 ordinary shares, representing approximately 6.8% of the total ordinary shares outstanding. All of Kestrel's retained ordinary shares will be subject to the Lock-Up Agreement.

The Selling Shareholder lock-up is subject to the same exceptions described above under "— Company Lock-Up," as well as the following additional exception:

• transfers of ordinary shares or ADSs to an affiliate (as defined in Rule 405 under the Securities Act) of the Selling Shareholder, provided that such affiliate agrees to be bound by the terms and conditions of the Lock-Up Agreement for the remainder of the Lock-Up Period, and provided further that no filing under the Exchange Act or other public announcement is required or made voluntarily in connection with such transfer (other than a filing on Schedule 13D or Schedule 13G, as applicable, if required).

2.4 Officer and Director Lock-Up

Each member of Halcyon's management board (Vorstand) and supervisory board (Aufsichtsrat) has agreed, or will agree prior to the effective date of the Registration Statement, to a lock-up for a period of 180 days from the Pricing Date, on terms substantially identical to those described above under "— Company Lock-Up" and applying to all ordinary shares and ADSs beneficially owned by such person as of the Pricing Date. The officers and directors subject to the Lock-Up Agreements include the following individuals:

Management Board (*Vorstand*):

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

• Katarina Dalmqvist, Chief Financial Officer (Finanzvorstand)

• Dr. Marcus Helder, Chief Technology Officer

• Ingrid Baumann, Chief Operating Officer

• Wilhelm Ostermann, General Counsel (Chefjustitiar)

Supervisory Board (*Aufsichtsrat*):

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

• All other members of the Aufsichtsrat

The restrictions applicable to officers and directors include the same prohibitions described under "— Company Lock-Up," including restrictions on offering, pledging, selling, granting options over, hedging, or otherwise disposing of any ordinary shares, ADSs, or derivative securities linked thereto. These restrictions apply to all ordinary shares and ADSs beneficially owned by such person, whether acquired prior to or in connection with this offering.

The officer and director lock-up is subject to the following limited exceptions:

(a) transfers of ordinary shares or ADSs as bona fide gifts, provided that the donee agrees in writing to be bound by the terms and conditions of the Lock-Up Agreement for the remainder of the Lock-Up Period;

(b) transfers of ordinary shares or ADSs by will or intestate succession upon the death of such person, provided that the transferee agrees in writing to be bound by the terms and conditions of the Lock-Up Agreement for the remainder of the Lock-Up Period;

(c) transfers of ordinary shares or ADSs to immediate family members of such person (including a spouse, domestic partner, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law, or brother- or sister-in-law) or to trusts established for the direct or indirect benefit of such person or such immediate family members, provided that the transferee agrees in writing to be bound by the terms and conditions of the Lock-Up Agreement for the remainder of the Lock-Up Period and provided further that no filing under the Exchange Act or other public announcement is required or made voluntarily in connection with such transfer (other than any required filing on Form 144);

(d) transfers of ordinary shares or ADSs to the Company in connection with the satisfaction of tax withholding obligations arising upon the vesting of equity awards granted under Halcyon's employee equity incentive plans;

(e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ordinary shares or ADSs, provided that such plan does not provide for the transfer of ordinary shares or ADSs during the Lock-Up Period and provided further that no public announcement or filing under the Exchange Act regarding the establishment of such plan is required or made voluntarily during the Lock-Up Period; and

(f) sales of ordinary shares or ADSs solely to satisfy tax obligations arising from the vesting of restricted shares or the settlement of restricted stock units, provided that the number of ordinary shares or ADSs sold does not exceed the amount necessary to satisfy such tax obligations, and provided further that any public filing required in connection therewith indicates that such sale was made solely for tax-related purposes.

Investors should note that Dr. Friedrich Wendt, our Chief Executive Officer, is a member of the Wendt family, which controls Rheintal Industrieholding GmbH. Rheintal is managed (geschäftsführend) by Margarethe Wendt, Dr. Wendt's sister. Accordingly, Dr. Wendt's personal holdings of ordinary shares or ADSs (if any) and his indirect interest in Halcyon through his family's control of Rheintal are both subject to the lock-up restrictions described above. Any disposition by Rheintal of its retained ordinary shares would require, in addition to the consent of Westbridge Securities during the Lock-Up Period, compliance with applicable German corporate governance requirements and any internal governance provisions of the Wendt family's holding structure.

2.5 Lock-Up Consent and Early Release

Westbridge Securities LLC, as lead left bookrunner and representative of the several underwriters of this offering, has the sole discretion to waive or release any or all of the lock-up restrictions described above at any time, in whole or in part, with respect to any or all of the ordinary shares, ADSs, or other securities subject to the Lock-Up Agreements. Westbridge Securities may, in its sole discretion, release some or all of the locked-up shares prior to the expiration of the Lock-Up Period without prior notice to the Company, the Selling Shareholders, or any holder of ADSs.

In the event that Westbridge Securities determines to release any material number of locked-up shares prior to the scheduled expiration of the Lock-Up Period, such early release would be announced publicly in accordance with the rules and guidance of the Financial Industry Regulatory Authority, Inc. ("FINRA"), including FINRA Rule 5131(d)(2), which generally requires that any waiver or release of lock-up restrictions be announced at least two business days before the effective date of such waiver or release. There can be no assurance that Westbridge Securities will not exercise its discretion to release locked-up shares prior to the expiration of the Lock-Up Period.

2.6 Shares Subject to Lock-Up — Summary

The following table summarizes the ordinary shares and ADSs subject to lock-up restrictions in connection with this offering. The ADS equivalent is calculated based on the ratio of one ADS to two ordinary shares.

The aggregate number of ordinary shares subject to lock-up (excluding the Company lock-up on new issuances and the officer and director personal holdings, which remain to be determined) is approximately 62,665,000, representing approximately 25.6% of the total ordinary shares outstanding following this offering. Officer and director personal holdings will be set forth in the final prospectus once such information has been confirmed.

2.7 Effect of Lock-Up Expiration

Upon the expiration of the Lock-Up Period on approximately December 28, 2026, a significant number of ordinary shares and ADSs will become eligible for sale in the public market, subject to applicable securities law restrictions, including the volume limitations, manner-of-sale requirements, and other conditions of Rule 144 under the Securities Act and the offshore transaction requirements of Regulation S under the Securities Act. Based on the information presented above, at least 62,665,000 ordinary shares (equivalent to approximately 31,332,500 ADSs) held by the Selling Shareholders and the ESOT, plus any personal holdings of officers and directors, would become eligible for sale (subject to applicable securities law restrictions) upon expiration of the Lock-Up Period.

Sales of substantial amounts of ordinary shares or ADSs following the expiration of the Lock-Up Period could cause the market price of the ADSs to decline and could make it more difficult for us to sell equity or equity-related securities in the future at a time and price we deem appropriate. See "Risk Factors — Risks Related to the ADSs and This Offering — Future sales of our ordinary shares or ADSs, or the perception that such sales may occur, could depress the trading price of the ADSs."

3. Rule 144 Under the Securities Act

3.1 Overview of Rule 144

Rule 144, promulgated under the Securities Act, provides a safe harbor from the registration requirements of Section 5 of the Securities Act for resales of "restricted securities" and "control securities." Restricted securities are securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer. Control securities are securities held by an affiliate of the issuer. An "affiliate" of an issuer is a person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the issuer.

Rule 144 permits the resale of restricted securities and control securities after a prescribed holding period has been satisfied, subject to certain conditions, including, in the case of affiliates, volume limitations on the number of securities that may be sold in any three-month period, manner-of-sale requirements, a notice filing requirement, and a requirement that the issuer has made available adequate current public information. Non-affiliates who have held their restricted securities for at least one year are generally able to sell without any of the foregoing conditions.

The availability of Rule 144 is subject to the condition that Halcyon has been subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for a period of at least 90 days prior to the proposed sale. Following the completion of this offering, we intend to file annual reports on Form 20-F and furnish current reports on Form 6-K with the SEC, thereby satisfying the reporting requirements of the Exchange Act.

3.2 Rule 144 — Non-Affiliates

A person who is not deemed to be an affiliate of Halcyon at the time of, and has not been an affiliate at any time during the three months preceding, a proposed sale, and who has beneficially owned restricted ordinary shares or ADSs for at least one year, may resell such securities without restriction under Rule 144, without regard to the volume limitations, manner-of-sale requirements, notice requirements, or the current public information requirement. Accordingly, after the one-year holding period has been satisfied, non-affiliate holders of restricted securities may freely resell their ordinary shares or ADSs in the public market.

After a holding period of at least six months (but less than one year), a non-affiliate may sell restricted securities under Rule 144 provided that the current public information requirement is satisfied. The current public information requirement is generally satisfied if the issuer has filed all required reports under Section 13 or Section 15(d) of the Exchange Act during the preceding 12 months (or such shorter period that the issuer was required to file such reports). Because Halcyon is a foreign private issuer that will file annual reports on Form 20-F and furnish current reports on Form 6-K with the SEC, the current public information requirement will generally be satisfied by Halcyon's timely filing of its annual report on Form 20-F with the SEC.

3.3 Rule 144 — Affiliates

Persons deemed to be affiliates of Halcyon, including its officers, directors, and shareholders who beneficially own 10% or more of the outstanding ordinary shares, are subject to additional restrictions under Rule 144 when reselling ordinary shares or ADSs, whether or not such securities are restricted securities. Specifically, affiliates are subject to the following conditions:

Volume Limitation. During any three-month period, an affiliate may not sell more than the greater of:

(i) 1% of the total number of ordinary shares then outstanding (based on 245,000,000 ordinary shares outstanding following this offering, 1% equals 2,450,000 ordinary shares, or the equivalent of approximately 1,225,000 ADSs); or

(ii) the average weekly reported trading volume of the ADSs on the Nasdaq Global Select Market during the four calendar weeks preceding the filing of a notice on Form 144 with the SEC with respect to such sale.

Manner of Sale. Sales by affiliates must be made in one of the following manners: (a) brokers' transactions within the meaning of Section 4(a)(4) of the Securities Act, (b) transactions directly with a market maker, as that term is defined in Section 3(a)(38) of the Exchange Act, or (c) riskless principal transactions as defined in Rule 144(g) under the Securities Act.

Notice Filing. If the amount of securities to be sold by an affiliate under Rule 144 during any three-month period exceeds 5,000 shares or units or has an aggregate sale price in excess of $50,000, the affiliate must file a notice on Form 144 with the SEC concurrently with the placing of the sale order with the broker or the execution of the sale directly with a market maker.

Current Public Information. Halcyon must have been subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days prior to the proposed sale and must have filed all required reports during the 12-month period (or shorter period during which it was required to file) preceding the sale.

Following this offering, the following persons or entities may be deemed affiliates of Halcyon for purposes of Rule 144:

• Rheintal Industrieholding GmbH, which will beneficially own approximately 16.1% of the outstanding ordinary shares following this offering, is expected to be deemed an affiliate of Halcyon due to its significant ownership position and the Wendt family's involvement in Halcyon's management (through Dr. Friedrich Wendt, CEO).

• Kestrel Capital Partners AG, which will beneficially own approximately 6.8% of the outstanding ordinary shares following this offering, may be deemed an affiliate depending on the facts and circumstances, including any board representation or contractual governance rights it may hold. The determination of affiliate status is a factual question that depends on the totality of the circumstances.

• Officers and directors of Halcyon, including all members of the Vorstand and Aufsichtsrat identified above, are presumed to be affiliates for purposes of Rule 144.

• The Halcyon Employee Stock Ownership Trust, which will hold approximately 2.7% of the outstanding ordinary shares following this offering, may or may not be deemed an affiliate of Halcyon. The affiliate status of the ESOT depends on a governance and control analysis, including the identity of the trustee, the degree to which the ESOT's investment and voting decisions are directed or influenced by Halcyon or its management, and other relevant factors.

3.4 Rule 144 and Depositary Receipts

Rule 144 applies to sales of ADSs representing ordinary shares of Halcyon, as well as to sales of the underlying ordinary shares themselves. The depositary receipt structure does not alter the application of Rule 144 to the underlying securities. Accordingly, holders of ADSs who are affiliates of Halcyon or who hold restricted ADSs must comply with the conditions of Rule 144 when reselling ADSs in the US public market.

Holders who wish to sell ordinary shares directly (rather than ADSs) may withdraw ordinary shares from the ADS depositary facility maintained by Meridian Trust Company, N.A. and sell such shares on the Frankfurt Stock Exchange or in other non-US markets, subject to the lock-up restrictions described above during the Lock-Up Period and subject to applicable German and European securities laws. Sales of ordinary shares outside the United States may also be effected in reliance on Regulation S under the Securities Act, as described below.

The conversion of ADSs into underlying ordinary shares, or the deposit of ordinary shares with the Depositary in exchange for ADSs, does not in itself constitute a "sale" for purposes of Rule 144 or the Securities Act. However, the subsequent sale of the resulting securities (whether ordinary shares or ADSs) is subject to Rule 144 if the seller is an affiliate or the securities are restricted securities.

4. Regulation S Under the Securities Act

4.1 Overview of Regulation S

Regulation S under the Securities Act provides a safe harbor from the registration requirements of Section 5 of the Securities Act for offers and sales of securities that occur outside the United States. Regulation S is based on the principle that the registration requirements of the Securities Act are intended to protect US investors and should not be applied to transactions taking place outside the United States.

Regulation S sets forth conditions under which offers and sales of securities by issuers and other persons are deemed to take place "outside the United States." Two general conditions must be satisfied: (i) the offer or sale must be made in an "offshore transaction," as defined in Rule 902(h), and (ii) there must be no "directed selling efforts" in the United States, as defined in Rule 902(c).

Halcyon's ordinary shares trade on the Frankfurt Stock Exchange (FRA: HCY), which is a "designated offshore securities market" for purposes of Rule 902(b) of Regulation S. Accordingly, transactions in Halcyon's ordinary shares executed on the Frankfurt Stock Exchange are deemed to take place in "offshore transactions" for purposes of Regulation S.

4.2 Regulation S — Category 3 Securities

Because Halcyon is a "reporting foreign private issuer" (i.e., a foreign private issuer that is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act) and because there is expected to be substantial US market interest in the ordinary shares (given the concurrent listing of ADSs on the Nasdaq Global Select Market), certain Regulation S resale restrictions and safe harbor conditions may apply to offers and sales of ordinary shares or ADSs outside the United States.

For offers and sales by the Company or by affiliates of the Company (including Rheintal Industrieholding GmbH, Kestrel Capital Partners AG (if deemed an affiliate), and directors and officers of Halcyon), Regulation S Category 3 applies. Under Category 3, equity securities of a reporting issuer are subject to a "distribution compliance period" (restricted period) of 40 days for equity securities. During the 40-day restricted period:

• offers and sales must be made in offshore transactions (i.e., transactions executed on the Frankfurt Stock Exchange or in other non-US markets) with no directed selling efforts in the United States;

• the purchaser must certify that it is not a "U.S. person" (as defined in Rule 902(k) of Regulation S) and is not acquiring the securities for the account or benefit of a US person (or, if it is a distributor, dealer, or person receiving a selling concession, it agrees to applicable Regulation S restrictions); and

• the securities must bear a legend stating that they have not been registered under the Securities Act and may not be offered or sold in the United States or to US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

After the expiration of the 40-day restricted period, non-affiliate holders may freely resell their securities in offshore transactions without regard to the additional conditions of Regulation S.

Investors should note that the contractual lock-up restrictions described in this prospectus have a duration of 180 days, which is substantially longer than the 40-day Regulation S restricted period. Accordingly, during the Lock-Up Period, the lock-up is the binding constraint on sales by the Company, the Selling Shareholders, and officers and directors, regardless of whether a Regulation S exemption would otherwise be available.

4.3 Flowback Considerations

Following the completion of this offering, holders of ordinary shares traded on the Frankfurt Stock Exchange may deposit their ordinary shares with Meridian Trust Company, N.A. (through its German custodian) and receive ADSs, which may then be sold on the Nasdaq Global Select Market. This process is commonly referred to as "flowback" — that is, the migration of ordinary shares originally traded in a non-US market into the US depositary receipt facility for sale in the US market.

Any deposit of ordinary shares with the Depositary and subsequent sale of the resulting ADSs in the United States would constitute an offer and sale of securities in the United States and would be subject to the registration requirements of the Securities Act, unless an exemption is available. For affiliates of Halcyon, such sales would need to comply with Rule 144 (including the volume limitations, manner-of-sale restrictions, and other conditions described above) or would need to be made pursuant to an effective registration statement. For non-affiliates who are not selling restricted securities, the deposit and sale of ADSs may be effected without registration, depending on the facts and circumstances, including the holding period and the nature of the transaction.

Halcyon and its counsel have considered the dynamics of flowback in structuring the lock-up and overallotment provisions of this offering. The 180-day Lock-Up Period and the overallotment option are designed, in part, to promote an orderly aftermarket for the ADSs during the initial trading period and to mitigate the potential for excessive selling pressure from flowback activity.

5. Foreign Private Issuer Status

5.1 FPI Status and Reporting Framework

Halcyon qualifies as a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. Under Rule 3b-4, an issuer organized under the laws of a foreign country is a foreign private issuer unless (a) more than 50% of the issuer's outstanding voting securities are directly or indirectly held of record by residents of the United States, and (b) any of the following applies: (i) the majority of the issuer's executive officers or directors are US citizens or residents, (ii) more than 50% of the issuer's assets are located in the United States, or (iii) the issuer's business is administered principally in the United States. Because Halcyon is organized under the laws of the Federal Republic of Germany, has its principal executive offices in Munich, Germany, and a substantial majority of its shareholders of record are non-US residents, Halcyon satisfies the requirements for foreign private issuer status.

As a foreign private issuer, Halcyon will file annual reports with the SEC on Form 20-F and will furnish current reports to the SEC on Form 6-K. Foreign private issuer status provides certain accommodations and exemptions under US securities law, including the following:

• Proxy Rules. Halcyon is exempt from the proxy solicitation rules under Section 14 of the Exchange Act, including the requirements to file proxy statements on Schedule 14A with the SEC. However, Halcyon remains subject to German corporate law requirements regarding the convening and conduct of general meetings.

• Section 16 Reporting and Short-Swing Profits. Officers, directors, and beneficial owners of more than 10% of Halcyon's equity securities are exempt from the reporting requirements of Section 16(a) of the Exchange Act (Forms 3, 4, and 5) and the short-swing profit recovery provisions of Section 16(b) of the Exchange Act. As a result, insiders of Halcyon are not required to disgorge profits from purchases and sales (or sales and purchases) of Halcyon's equity securities occurring within a six-month period.

• Extended Filing Deadlines. Halcyon has four months after the end of its fiscal year to file its annual report on Form 20-F, as compared to the 60- or 75-day deadline applicable to US domestic issuers filing annual reports on Form 10-K (depending on filer status).

• Financial Statements. Halcyon may present its financial statements in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board without reconciliation to US GAAP.

Halcyon's foreign private issuer status is tested annually as of the last business day of its most recently completed second fiscal quarter. If Halcyon were to lose its foreign private issuer status — for example, because more than 50% of its outstanding voting securities come to be held of record by US residents and one of the additional conditions described above is satisfied — Halcyon would be required to comply with the Exchange Act reporting and disclosure requirements applicable to US domestic issuers beginning on the first day of the fiscal year following the determination of loss of foreign private issuer status. Compliance with US domestic issuer requirements would involve, among other things, filing annual reports on Form 10-K and quarterly reports on Form 10-Q, complying with the SEC's proxy rules, and subjecting its officers, directors, and 10%-or-greater shareholders to Section 16 reporting and short-swing profit recovery requirements.

5.2 Implications for Resale Analysis

Because Section 16 of the Exchange Act does not apply to foreign private issuers, the short-swing profit recovery rule under Section 16(b) does not impose trading restrictions on insiders of Halcyon beyond those arising from other applicable law. However, Halcyon's officers, directors, and other insiders remain subject to the insider trading prohibitions under Rule 10b-5 promulgated under the Exchange Act, which prohibit trading on the basis of material, nonpublic information, as well as the antifraud provisions of the European Market Abuse Regulation (Regulation (EU) No 596/2014), which applies to Halcyon's ordinary shares traded on the Frankfurt Stock Exchange.

The absence of Section 16 reporting means that transactions by officers, directors, and beneficial owners of more than 10% of Halcyon's equity securities are not reported on Forms 3, 4, and 5 filed with the SEC. However, such transactions may need to be disclosed in Halcyon's annual report on Form 20-F, in accordance with Item 7.A (Major Shareholders) and Item 6.B (Compensation) of Form 20-F, or in separate public filings. In addition, beneficial ownership of Halcyon's ordinary shares by persons holding 5% or more of such shares may be required to be reported on Schedule 13D or Schedule 13G under the Exchange Act, and Halcyon's officers, directors, and 10% holders may be subject to disclosure obligations under the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") and the European Market Abuse Regulation with respect to their transactions in Halcyon's ordinary shares.

6. Shares Issued Under Employee Benefit Plans

6.1 Halcyon Employee Stock Ownership Trust

The Halcyon Employee Stock Ownership Trust (the "ESOT") currently holds 6,665,000 ordinary shares, representing approximately 3.1% of the ordinary shares outstanding prior to this offering and approximately 2.7% of the ordinary shares expected to be outstanding following this offering. The ESOT was established in 2018 for the benefit of eligible employees of Halcyon and its subsidiaries and is administered by an independent trustee in accordance with its governing trust instrument.

The ordinary shares held by the ESOT are not being offered or sold in this offering. The ESOT has entered into a Lock-Up Agreement with Westbridge Securities LLC on terms substantially similar to those described above under "— Lock-Up Agreements — Officer and Director Lock-Up."

Any future sales by the ESOT of ordinary shares in the public market, or distributions of ordinary shares from the ESOT to participating employees, would be subject to the following restrictions:

• During the Lock-Up Period, all ordinary shares held by the ESOT are subject to the lock-up restrictions described above.

• Following the expiration of the Lock-Up Period, any sales or distributions would be subject to Rule 144, Regulation S, or the registration requirements of the Securities Act, as applicable.

• If the ESOT is determined to be an affiliate of Halcyon (based on a governance and control analysis, including the identity and role of the trustee and the degree of Halcyon's influence over the ESOT's investment and voting decisions), sales by the ESOT would be subject to Rule 144's volume limitations, manner-of-sale requirements, notice filing requirements, and current public information requirements.

6.2 Future Equity Awards

Halcyon may, from time to time, issue ordinary shares in connection with equity incentive compensation programs for its employees, officers, and directors. Ordinary shares issued pursuant to such programs may constitute "restricted securities" as defined in Rule 144 if they are not registered under the Securities Act at the time of issuance.

A registration statement on Form S-8 under the Securities Act (or, for a foreign private issuer, a registration statement on Form F-1 or Form S-8, as applicable, registering shares issuable under employee benefit plans) may be filed with the SEC to register ordinary shares or ADSs issuable under Halcyon's equity incentive plans. If such a registration statement is filed and becomes effective, the ordinary shares or ADSs covered thereby would be eligible for sale in the public market upon issuance, subject, in the case of affiliates, to the volume limitations and other restrictions of Rule 144. As of the date of this prospectus, Halcyon has not filed a registration statement on Form S-8 with the SEC.

During the Lock-Up Period, the Company has agreed not to file any registration statement with the SEC relating to the offering of ordinary shares, ADSs, or securities convertible into, exercisable for, or exchangeable for ordinary shares or ADSs, subject to the limited exceptions described above under "— Lock-Up Agreements — Company Lock-Up."

7. Registration Rights

7.1 Registration Rights Agreements

As of the date of this prospectus, and to our knowledge based on the due diligence conducted in connection with this offering, neither Rheintal Industrieholding GmbH nor Kestrel Capital Partners AG has been granted demand registration rights, piggyback registration rights, or any other form of registration rights under US securities law in connection with this offering or otherwise. Accordingly, neither Selling Shareholder has the contractual right to require Halcyon to file a registration statement under the Securities Act covering the resale of ordinary shares or ADSs held by such Selling Shareholder, and neither Selling Shareholder has the contractual right to include ordinary shares or ADSs in any registration statement that Halcyon may file in the future (other than the Registration Statement of which this prospectus forms a part, which covers the ordinary shares being sold by the Selling Shareholders in this offering).

No other holder of Halcyon's ordinary shares or ADSs is known to have been granted registration rights as of the date of this prospectus. If any registration rights agreements are entered into prior to the completion of this offering, or if additional information becomes available during the course of the SEC's review of the Registration Statement, the terms of any such registration rights agreements (including the number of demand registrations, piggyback rights, holdback provisions, and expense allocation) will be described in the final prospectus.

8. Concurrent Trading on the Frankfurt Stock Exchange

8.1 Dual Listing Considerations

Following the completion of this offering, Halcyon's ordinary shares will continue to trade on the Frankfurt Stock Exchange (FRA: HCY) in the Prime Standard segment of the Regulated Market, and the ADSs will trade on the Nasdaq Global Select Market under the ticker symbol "HCYN." The existence of parallel trading markets for Halcyon's equity securities in both the United States and Germany creates the potential for cross-market arbitrage activity and cross-border flows of securities.

Holders of ADSs may, at any time (subject to the terms of the Deposit Agreement and, during the Lock-Up Period, the lock-up restrictions described above), withdraw the ordinary shares underlying their ADSs from the depositary facility maintained by Meridian Trust Company, N.A. and sell such ordinary shares on the Frankfurt Stock Exchange. Conversely, holders of ordinary shares traded on the Frankfurt Stock Exchange may deposit their ordinary shares with Meridian Trust Company, N.A. (through its German custodian, as described below) and receive ADSs for sale on the Nasdaq Global Select Market, subject to applicable securities law restrictions (including the registration requirements of the Securities Act or the availability of an exemption therefrom, such as Rule 144 or Regulation S).

This dual trading structure may result in arbitrage activity by market participants seeking to exploit temporary pricing differences between the ordinary shares on the Frankfurt Stock Exchange and the ADSs on Nasdaq. Such arbitrage activity may increase the aggregate volume of trading in Halcyon's equity securities, which could have the effect of improving liquidity but could also contribute to short-term price volatility.

Sales of substantial amounts of ordinary shares on the Frankfurt Stock Exchange, or sales facilitated by the conversion between ordinary shares and ADSs, could adversely affect the trading price of the ADSs on the Nasdaq Global Select Market and vice versa. Investors in the ADSs should be aware that trading in the ordinary shares on the Frankfurt Stock Exchange, which operates during different trading hours than Nasdaq, could affect the price of the ADSs during and after the regular trading session on Nasdaq. See "Risk Factors — Risks Related to the ADSs and This Offering" for a further discussion of the risks associated with dual listing and cross-market trading.

8.2 Depositary Mechanics

The key terms of the depositary arrangement for the ADSs are summarized below:

• ADS Ratio: Each ADS represents two (2) ordinary shares, no par value, of Halcyon Semiconductor Aktiengesellschaft.

• Depositary: Meridian Trust Company, N.A., 101 Barclay Street, New York, NY 10286.

• Transfer Agent and Registrar for ADSs: Crestfield Transfer Services Inc., 6201 15th Avenue, Brooklyn, NY 11219.

• Depositary Fee: ADS holders are required to pay a depositary service fee of $0.05 per ADS per annum to the Depositary in connection with the administration and servicing of the ADS program.

• Custodian in Germany: The Depositary has appointed a custodian bank in Germany (the "Custodian") to hold the ordinary shares underlying the ADSs. The identity of the Custodian will be set forth in the Deposit Agreement.

For further details regarding the terms and conditions of the ADSs, including the procedures for deposit and withdrawal of ordinary shares, voting rights, dividend distributions, and the rights and obligations of ADS holders, see the section entitled "Description of American Depositary Shares" appearing elsewhere in this prospectus.

9. Summary — Eligibility for Future Sale

The following table summarizes the eligibility of Halcyon's ordinary shares and ADSs for future sale following the completion of this offering:

The information in the table above assumes no exercise of the overallotment option (except where specifically noted) and no issuance of additional ordinary shares after the completion of this offering.

10. Cautionary Statement

No prediction can be made as to the effect, if any, that future sales of ordinary shares or ADSs, or the availability of ordinary shares or ADSs for future sale, will have on the market price of the ADSs prevailing from time to time. The market price of the ADSs could decline as a result of sales of a large number of ordinary shares or ADSs in the market after this offering, or the perception by the market that holders of a large number of ordinary shares or ADSs intend to sell ordinary shares or ADSs. In particular, upon the expiration of the 180-day Lock-Up Period on approximately December 28, 2026, a significant number of ordinary shares and ADSs will become eligible for sale in the public market, subject to applicable securities law restrictions. Sales of substantial amounts of ordinary shares or ADSs in the public market following this offering, or the perception that such sales may occur, could adversely affect the market price of the ADSs and could impair Halcyon's future ability to raise capital through the sale of equity or equity-related securities at a time and price that Halcyon deems appropriate.

In addition, the existence of the Lock-Up Agreements described in this section does not preclude the possibility that Westbridge Securities LLC, as representative of the underwriters, could waive or release the lock-up restrictions, in whole or in part, prior to the expiration of the Lock-Up Period. Any such early release could result in sales of ordinary shares or ADSs in the public market prior to December 28, 2026 and could adversely affect the market price of the ADSs.

Investors should carefully consider the risks described under the heading "Risk Factors — Risks Related to the ADSs and This Offering" appearing elsewhere in this prospectus, including, without limitation, the risk factors relating to future sales and dilution, the risks associated with our dual listing on the Frankfurt Stock Exchange and the Nasdaq Global Select Market, the potential impact of lock-up expiration on the trading price of the ADSs, and the risks associated with our status as a foreign private issuer.

The information set forth in this section is based on 245,000,000 ordinary shares outstanding following this offering (assuming no exercise of the overallotment option), and excludes (i) up to 6,420,000 ordinary shares issuable upon exercise of the overallotment option, (ii) ordinary shares issuable upon exercise of stock options outstanding under Halcyon's employee equity incentive plans as of the date of this prospectus, and (iii) ordinary shares reserved for future issuance under Halcyon's employee equity incentive plans. See "Dilution" and "Management — Employee Equity Incentive Plans" for additional information.

Shareholder	Pre-Offering Shares	Pre-Offering %	Shares Sold	Post-Offering Shares	Post-Offering %
Rheintal Industrieholding GmbH	47,945,000	22.3%	8,500,000	39,445,000	~16.1%
Kestrel Capital Partners AG	20,855,000	9.7%	4,300,000	16,555,000	~6.8%
Halcyon Employee Stock Ownership Trust	6,665,000	3.1%	—	6,665,000	~2.7%
Free float (including new ADS holders)	~139,535,000	~64.9%	—	~182,335,000	~74.4%
Total	215,000,000	100%	12,800,000	245,000,000	100%
Category	Ordinary Shares Subject to Lock-Up	ADSs Equivalent
Rheintal Industrieholding GmbH (retained shares)	39,445,000	19,722,500
Kestrel Capital Partners AG (retained shares)	16,555,000	8,277,500
Halcyon Employee Stock Ownership Trust	6,665,000	3,332,500
Officers and directors (personal holdings)	To be determined	To be determined
Company lock-up (restriction on new issuance)	N/A — restriction on issuance, not on specific shares	N/A
Category of Shares	Number of Ordinary Shares	ADSs Equivalent	Freely Tradeable Immediately After Offering?	Earliest Date Eligible for Sale
ADSs sold in this offering (primary + secondary)	42,800,000 (21,400,000 ADSs × 2)	21,400,000	Yes (registered under the Securities Act)	Immediately upon effectiveness of the Registration Statement
Overallotment ADSs (if exercised in full)	Up to 6,420,000 (3,210,000 ADSs × 2)	Up to 3,210,000	Yes (registered under the Securities Act)	Upon exercise of the overallotment option (up to 30 days post-pricing; option expires approximately July 31, 2026)
Rheintal retained shares (locked up)	39,445,000	19,722,500	No — subject to Lock-Up Agreement and Rule 144 restrictions	December 28, 2026 (Lock-Up Period expiration), then subject to Rule 144 affiliate resale conditions
Kestrel retained shares (locked up)	16,555,000	8,277,500	No — subject to Lock-Up Agreement and Rule 144 restrictions (if deemed an affiliate)	December 28, 2026 (Lock-Up Period expiration), then subject to Rule 144 (if affiliate) or freely tradeable (if non-affiliate and holding period satisfied)
ESOT shares (locked up)	6,665,000	3,332,500	No — subject to Lock-Up Agreement and Rule 144 / Regulation S	December 28, 2026 (Lock-Up Period expiration), then subject to applicable securities law restrictions
Officer/director personal holdings (locked up)	To be determined	To be determined	No — subject to Lock-Up Agreement and Rule 144 affiliate resale conditions	December 28, 2026 (Lock-Up Period expiration), then subject to Rule 144 affiliate resale conditions
Free float ordinary shares (Frankfurt-traded, not deposited as ADSs)	~139,535,000 (less locked-up amounts)	N/A (not deposited as ADSs)	Tradeable on the Frankfurt Stock Exchange; deposit into ADS facility and sale as ADSs on Nasdaq subject to Securities Act registration or exemption	Tradeable on the Frankfurt Stock Exchange subject to applicable German and EU securities laws; deposit and sale as ADSs subject to the Securities Act (registration or exemption, including Regulation S or Rule 144, as applicable)

SHARES ELIGIBLE FOR FUTURE SALE
The following section is included in the prospectus forming part of the Registration Statement on Form F-1 of Halcyon Semiconductor Aktiengesellschaft (the "Company," "Halcyon," "we," "us," or "our"), filed with the U.S. Securities and Exchange Commission (the "SEC").
Prior to this offering, there has been no public market for American Depositary Shares ("ADSs") representing ordinary shares of Halcyon Semiconductor Aktiengesellschaft in the United States. Halcyon's ordinary shares (Stammaktien) are currently listed and traded on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" in the Prime Standard segment, which is the segment of the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange that imposes the highest transparency requirements under German securities law. In connection with this offering, the ADSs have been approved for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN."
Following the completion of this offering, a substantial number of ordinary shares and ADSs will become eligible for sale in the public market, subject to the contractual lock-up agreements described below and the provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the SEC promulgated thereunder. Future sales of substantial amounts of ADSs or ordinary shares in the public market, or the perception by the market that such sales could occur, could adversely affect the prevailing market price of the ADSs and could impair our ability to raise capital through future offerings of equity or equity-related securities. Investors should carefully review the discussion set forth below as well as the risks described under the heading "Risk Factors — Risks Related to the ADSs and This Offering" appearing elsewhere in this prospectus.
1. Shares Outstanding After This Offering
1.1 Pre-Offering Share Capital
As of the date of this prospectus, Halcyon has 215,000,000 ordinary shares (Stammaktien), no par value (Stückaktien), issued and outstanding. Each ordinary share carries one vote and is entitled to dividends when and if declared by our annual general meeting (Hauptversammlung) upon the proposal of our management board (Vorstand) and supervisory board (Aufsichtsrat). All of our issued and outstanding ordinary shares are fully paid and non-assessable under German corporate law (Aktiengesetz).
Our ordinary shares are currently admitted to trading on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange in the Prime Standard segment under the International Securities Identification Number (ISIN) DE000HCY0019 and the ticker symbol "HCY." The Prime Standard segment requires compliance with enhanced transparency obligations, including quarterly reporting, ad hoc disclosure obligations under the European Market Abuse Regulation (Regulation (EU) No 596/2014), and English-language financial reporting.
1.2 Post-Offering Share Capital
In connection with this offering, Halcyon will issue 30,000,000 new ordinary shares (the "primary component" of the offering) out of authorized but unissued share capital. Following the completion of this offering, a total of 245,000,000 ordinary shares will be outstanding, consisting of the 215,000,000 ordinary shares outstanding immediately prior to the offering and the 30,000,000 newly issued ordinary shares.
ADS Structure. Each ADS represents two ordinary shares of Halcyon. The depositary for the ADS program is Meridian Trust Company, N.A. ("Meridian Trust" or the "Depositary"), which will hold the ordinary shares underlying the ADSs through its custodian in Germany.
Base Offering. The base offering consists of 21,400,000 ADSs, comprised of (i) 15,000,000 ADSs representing the 30,000,000 newly issued ordinary shares (the "primary ADSs") and (ii) 6,400,000 ADSs representing 12,800,000 ordinary shares being sold by the selling shareholders identified elsewhere in this prospectus (the "secondary ADSs"). The 21,400,000 ADSs in the base offering represent an aggregate of 42,800,000 ordinary shares.
Overallotment Option. In addition, the Company has granted to the underwriters an option, exercisable for a period of 30 days from the date of pricing (the "Pricing Date," which is expected to be on or about July 1, 2026), to purchase up to 3,210,000 additional ADSs at the initial public offering price, less underwriting discounts and commissions (the "overallotment option"). The overallotment option represents approximately 15% of the base offering. If the overallotment option is exercised in full, the underwriters will purchase an additional 3,210,000 ADSs, representing an additional 6,420,000 ordinary shares. In such case, the total number of ordinary shares represented by ADSs sold in this offering would be (21,400,000 + 3,210,000) × 2 = 49,220,000 ordinary shares, and the total number of ADSs sold in this offering would be 24,610,000 ADSs. The overallotment option expires on or about July 31, 2026.
Unless otherwise stated, all information in this section assumes no exercise of the overallotment option.
1.3 Post-Offering Ownership Summary
The following table sets forth information regarding the beneficial ownership of our ordinary shares immediately prior to and immediately following this offering, based on information provided by the selling shareholders and our own records. All post-offering calculations assume no exercise of the overallotment option and the issuance of 30,000,000 new ordinary shares in the primary offering.
Percentages for the free float are approximate and have been derived by subtracting the identified holdings of the principal shareholders and the Halcyon Employee Stock Ownership Trust (the "ESOT") from the total shares outstanding. The post-offering free float includes the 30,000,000 newly issued ordinary shares, the 12,800,000 ordinary shares sold by the selling shareholders, and the approximately 139,535,000 ordinary shares held by existing public shareholders on the Frankfurt Stock Exchange. All post-offering calculations exclude any exercise of the overallotment option.
2. Lock-Up Agreements
2.1 Overview of Lock-Up Arrangements
In connection with this offering, Halcyon, each of the selling shareholders, and all members of Halcyon's management board (Vorstand) and supervisory board (Aufsichtsrat) have agreed to enter into lock-up agreements with Westbridge Securities LLC ("Westbridge Securities"), as representative of the several underwriters of this offering (the "Lock-Up Agreements"). The lock-up period under each of the Lock-Up Agreements is 180 days following the Pricing Date (the "Lock-Up Period"). Based on an anticipated Pricing Date of July 1, 2026, the Lock-Up Period would expire on approximately December 28, 2026.
The Lock-Up Agreements are intended to promote an orderly aftermarket for the ADSs following the completion of this offering by restricting the sale, transfer, hedging, and other disposition of ordinary shares and ADSs (and securities convertible into, exercisable for, or exchangeable for ordinary shares or ADSs) by the Company, its principal shareholders, and its directors and officers during the Lock-Up Period. The material terms of the Lock-Up Agreements are described below.
2.2 Company Lock-Up
Halcyon has agreed that, for a period of 180 days from the Pricing Date, it will not, without the prior written consent of Westbridge Securities LLC:
(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs;
(b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ordinary shares or ADSs, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of ordinary shares, ADSs, or other securities, in cash, or otherwise; or
(c) file any registration statement with the SEC, or cause to be filed any such registration statement, relating to the offering of any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs.
The foregoing restrictions are subject to the following exceptions:
(a) the ordinary shares and ADSs to be sold in this offering, including any ordinary shares or ADSs sold upon exercise of the overallotment option;
(b) ordinary shares issued upon the exercise of options or the vesting or settlement of other equity awards outstanding as of the Pricing Date under Halcyon's existing employee benefit plans (including the Halcyon Stock Option Plan 2021 and the Halcyon Restricted Stock Unit Plan 2023), provided that the recipients of such ordinary shares are themselves subject to Lock-Up Agreements containing restrictions substantially similar to those described in this section;
(c) ordinary shares or ADSs issued in connection with bona fide acquisitions, joint ventures, or other strategic transactions, provided that the aggregate number of ordinary shares or ADSs so issued does not exceed 5% of the total number of ordinary shares outstanding immediately following the completion of this offering (i.e., 5% of 245,000,000, or 12,250,000 ordinary shares), and provided further that the recipients of such ordinary shares or ADSs agree to be bound by lock-up restrictions comparable to those described in this section for the remainder of the Lock-Up Period; and
(d) facilitating the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the transfer of ordinary shares or ADSs, provided that such plan does not provide for the transfer of ordinary shares or ADSs during the Lock-Up Period and provided further that no public announcement or filing under the Exchange Act regarding the establishment of such plan is required or made voluntarily during the Lock-Up Period.
2.3 Selling Shareholder Lock-Up
Each of Rheintal Industrieholding GmbH ("Rheintal") and Kestrel Capital Partners AG ("Kestrel" and, together with Rheintal, the "Selling Shareholders") has agreed that, for a period of 180 days from the Pricing Date, such Selling Shareholder will not, without the prior written consent of Westbridge Securities LLC, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer, hedge, or dispose of any ordinary shares or ADSs, or any securities convertible into, exercisable for, or exchangeable for ordinary shares or ADSs, beneficially owned by such Selling Shareholder as of the Pricing Date (other than the ordinary shares sold by such Selling Shareholder in this offering).
Following the completion of this offering (and assuming no exercise of the overallotment option):
•  Rheintal Industrieholding GmbH will retain 39,445,000 ordinary shares, representing approximately 16.1% of the total ordinary shares outstanding. All of Rheintal's retained ordinary shares will be subject to the Lock-Up Agreement.
•  Kestrel Capital Partners AG will retain 16,555,000 ordinary shares, representing approximately 6.8% of the total ordinary shares outstanding. All of Kestrel's retained ordinary shares will be subject to the Lock-Up Agreement.
The Selling Shareholder lock-up is subject to the same exceptions described above under "— Company Lock-Up," as well as the following additional exception:
•  transfers of ordinary shares or ADSs to an affiliate (as defined in Rule 405 under the Securities Act) of the Selling Shareholder, provided that such affiliate agrees to be bound by the terms and conditions of the Lock-Up Agreement for the remainder of the Lock-Up Period, and provided further that no filing under the Exchange Act or other public announcement is required or made voluntarily in connection with such transfer (other than a filing on Schedule 13D or Schedule 13G, as applicable, if required).
2.4 Officer and Director Lock-Up
Each member of Halcyon's management board (Vorstand) and supervisory board (Aufsichtsrat) has agreed, or will agree prior to the effective date of the Registration Statement, to a lock-up for a period of 180 days from the Pricing Date, on terms substantially identical to those described above under "— Company Lock-Up" and applying to all ordinary shares and ADSs beneficially owned by such person as of the Pricing Date. The officers and directors subject to the Lock-Up Agreements include the following individuals:
Management Board (*Vorstand*):
•  Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender)
•  Katarina Dalmqvist, Chief Financial Officer (Finanzvorstand)
•  Dr. Marcus Helder, Chief Technology Officer
•  Ingrid Baumann, Chief Operating Officer
•  Wilhelm Ostermann, General Counsel (Chefjustitiar)
Supervisory Board (*Aufsichtsrat*):
•  Prof. Dr. Anneliese Voss, Supervisory Board Chair (Aufsichtsratsvorsitzende)
•  All other members of the Aufsichtsrat
The restrictions applicable to officers and directors include the same prohibitions described under "— Company Lock-Up," including restrictions on offering, pledging, selling, granting options over, hedging, or otherwise disposing of any ordinary shares, ADSs, or derivative securities linked thereto. These restrictions apply to all ordinary shares and ADSs beneficially owned by such person, whether acquired prior to or in connection with this offering.
The officer and director lock-up is subject to the following limited exceptions:
(a) transfers of ordinary shares or ADSs as bona fide gifts, provided that the donee agrees in writing to be bound by the terms and conditions of the Lock-Up Agreement for the remainder of the Lock-Up Period;
(b) transfers of ordinary shares or ADSs by will or intestate succession upon the death of such person, provided that the transferee agrees in writing to be bound by the terms and conditions of the Lock-Up Agreement for the remainder of the Lock-Up Period;
(c) transfers of ordinary shares or ADSs to immediate family members of such person (including a spouse, domestic partner, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law, or brother- or sister-in-law) or to trusts established for the direct or indirect benefit of such person or such immediate family members, provided that the transferee agrees in writing to be bound by the terms and conditions of the Lock-Up Agreement for the remainder of the Lock-Up Period and provided further that no filing under the Exchange Act or other public announcement is required or made voluntarily in connection with such transfer (other than any required filing on Form 144);
(d) transfers of ordinary shares or ADSs to the Company in connection with the satisfaction of tax withholding obligations arising upon the vesting of equity awards granted under Halcyon's employee equity incentive plans;
(e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ordinary shares or ADSs, provided that such plan does not provide for the transfer of ordinary shares or ADSs during the Lock-Up Period and provided further that no public announcement or filing under the Exchange Act regarding the establishment of such plan is required or made voluntarily during the Lock-Up Period; and
(f) sales of ordinary shares or ADSs solely to satisfy tax obligations arising from the vesting of restricted shares or the settlement of restricted stock units, provided that the number of ordinary shares or ADSs sold does not exceed the amount necessary to satisfy such tax obligations, and provided further that any public filing required in connection therewith indicates that such sale was made solely for tax-related purposes.
Investors should note that Dr. Friedrich Wendt, our Chief Executive Officer, is a member of the Wendt family, which controls Rheintal Industrieholding GmbH. Rheintal is managed (geschäftsführend) by Margarethe Wendt, Dr. Wendt's sister. Accordingly, Dr. Wendt's personal holdings of ordinary shares or ADSs (if any) and his indirect interest in Halcyon through his family's control of Rheintal are both subject to the lock-up restrictions described above. Any disposition by Rheintal of its retained ordinary shares would require, in addition to the consent of Westbridge Securities during the Lock-Up Period, compliance with applicable German corporate governance requirements and any internal governance provisions of the Wendt family's holding structure.
2.5 Lock-Up Consent and Early Release
Westbridge Securities LLC, as lead left bookrunner and representative of the several underwriters of this offering, has the sole discretion to waive or release any or all of the lock-up restrictions described above at any time, in whole or in part, with respect to any or all of the ordinary shares, ADSs, or other securities subject to the Lock-Up Agreements. Westbridge Securities may, in its sole discretion, release some or all of the locked-up shares prior to the expiration of the Lock-Up Period without prior notice to the Company, the Selling Shareholders, or any holder of ADSs.
In the event that Westbridge Securities determines to release any material number of locked-up shares prior to the scheduled expiration of the Lock-Up Period, such early release would be announced publicly in accordance with the rules and guidance of the Financial Industry Regulatory Authority, Inc. ("FINRA"), including FINRA Rule 5131(d)(2), which generally requires that any waiver or release of lock-up restrictions be announced at least two business days before the effective date of such waiver or release. There can be no assurance that Westbridge Securities will not exercise its discretion to release locked-up shares prior to the expiration of the Lock-Up Period.
2.6 Shares Subject to Lock-Up — Summary
The following table summarizes the ordinary shares and ADSs subject to lock-up restrictions in connection with this offering. The ADS equivalent is calculated based on the ratio of one ADS to two ordinary shares.
The aggregate number of ordinary shares subject to lock-up (excluding the Company lock-up on new issuances and the officer and director personal holdings, which remain to be determined) is approximately 62,665,000, representing approximately 25.6% of the total ordinary shares outstanding following this offering. Officer and director personal holdings will be set forth in the final prospectus once such information has been confirmed.
2.7 Effect of Lock-Up Expiration
Upon the expiration of the Lock-Up Period on approximately December 28, 2026, a significant number of ordinary shares and ADSs will become eligible for sale in the public market, subject to applicable securities law restrictions, including the volume limitations, manner-of-sale requirements, and other conditions of Rule 144 under the Securities Act and the offshore transaction requirements of Regulation S under the Securities Act. Based on the information presented above, at least 62,665,000 ordinary shares (equivalent to approximately 31,332,500 ADSs) held by the Selling Shareholders and the ESOT, plus any personal holdings of officers and directors, would become eligible for sale (subject to applicable securities law restrictions) upon expiration of the Lock-Up Period.
Sales of substantial amounts of ordinary shares or ADSs following the expiration of the Lock-Up Period could cause the market price of the ADSs to decline and could make it more difficult for us to sell equity or equity-related securities in the future at a time and price we deem appropriate. See "Risk Factors — Risks Related to the ADSs and This Offering — Future sales of our ordinary shares or ADSs, or the perception that such sales may occur, could depress the trading price of the ADSs."
3. Rule 144 Under the Securities Act
3.1 Overview of Rule 144
Rule 144, promulgated under the Securities Act, provides a safe harbor from the registration requirements of Section 5 of the Securities Act for resales of "restricted securities" and "control securities." Restricted securities are securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer. Control securities are securities held by an affiliate of the issuer. An "affiliate" of an issuer is a person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the issuer.
Rule 144 permits the resale of restricted securities and control securities after a prescribed holding period has been satisfied, subject to certain conditions, including, in the case of affiliates, volume limitations on the number of securities that may be sold in any three-month period, manner-of-sale requirements, a notice filing requirement, and a requirement that the issuer has made available adequate current public information. Non-affiliates who have held their restricted securities for at least one year are generally able to sell without any of the foregoing conditions.
The availability of Rule 144 is subject to the condition that Halcyon has been subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for a period of at least 90 days prior to the proposed sale. Following the completion of this offering, we intend to file annual reports on Form 20-F and furnish current reports on Form 6-K with the SEC, thereby satisfying the reporting requirements of the Exchange Act.
3.2 Rule 144 — Non-Affiliates
A person who is not deemed to be an affiliate of Halcyon at the time of, and has not been an affiliate at any time during the three months preceding, a proposed sale, and who has beneficially owned restricted ordinary shares or ADSs for at least one year, may resell such securities without restriction under Rule 144, without regard to the volume limitations, manner-of-sale requirements, notice requirements, or the current public information requirement. Accordingly, after the one-year holding period has been satisfied, non-affiliate holders of restricted securities may freely resell their ordinary shares or ADSs in the public market.
After a holding period of at least six months (but less than one year), a non-affiliate may sell restricted securities under Rule 144 provided that the current public information requirement is satisfied. The current public information requirement is generally satisfied if the issuer has filed all required reports under Section 13 or Section 15(d) of the Exchange Act during the preceding 12 months (or such shorter period that the issuer was required to file such reports). Because Halcyon is a foreign private issuer that will file annual reports on Form 20-F and furnish current reports on Form 6-K with the SEC, the current public information requirement will generally be satisfied by Halcyon's timely filing of its annual report on Form 20-F with the SEC.
3.3 Rule 144 — Affiliates
Persons deemed to be affiliates of Halcyon, including its officers, directors, and shareholders who beneficially own 10% or more of the outstanding ordinary shares, are subject to additional restrictions under Rule 144 when reselling ordinary shares or ADSs, whether or not such securities are restricted securities. Specifically, affiliates are subject to the following conditions:
Volume Limitation. During any three-month period, an affiliate may not sell more than the greater of:
(i) 1% of the total number of ordinary shares then outstanding (based on 245,000,000 ordinary shares outstanding following this offering, 1% equals 2,450,000 ordinary shares, or the equivalent of approximately 1,225,000 ADSs); or
(ii) the average weekly reported trading volume of the ADSs on the Nasdaq Global Select Market during the four calendar weeks preceding the filing of a notice on Form 144 with the SEC with respect to such sale.
Manner of Sale. Sales by affiliates must be made in one of the following manners: (a) brokers' transactions within the meaning of Section 4(a)(4) of the Securities Act, (b) transactions directly with a market maker, as that term is defined in Section 3(a)(38) of the Exchange Act, or (c) riskless principal transactions as defined in Rule 144(g) under the Securities Act.
Notice Filing. If the amount of securities to be sold by an affiliate under Rule 144 during any three-month period exceeds 5,000 shares or units or has an aggregate sale price in excess of $50,000, the affiliate must file a notice on Form 144 with the SEC concurrently with the placing of the sale order with the broker or the execution of the sale directly with a market maker.
Current Public Information. Halcyon must have been subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days prior to the proposed sale and must have filed all required reports during the 12-month period (or shorter period during which it was required to file) preceding the sale.
Following this offering, the following persons or entities may be deemed affiliates of Halcyon for purposes of Rule 144:
•  Rheintal Industrieholding GmbH, which will beneficially own approximately 16.1% of the outstanding ordinary shares following this offering, is expected to be deemed an affiliate of Halcyon due to its significant ownership position and the Wendt family's involvement in Halcyon's management (through Dr. Friedrich Wendt, CEO).
•  Kestrel Capital Partners AG, which will beneficially own approximately 6.8% of the outstanding ordinary shares following this offering, may be deemed an affiliate depending on the facts and circumstances, including any board representation or contractual governance rights it may hold. The determination of affiliate status is a factual question that depends on the totality of the circumstances.
•  Officers and directors of Halcyon, including all members of the Vorstand and Aufsichtsrat identified above, are presumed to be affiliates for purposes of Rule 144.
•  The Halcyon Employee Stock Ownership Trust, which will hold approximately 2.7% of the outstanding ordinary shares following this offering, may or may not be deemed an affiliate of Halcyon. The affiliate status of the ESOT depends on a governance and control analysis, including the identity of the trustee, the degree to which the ESOT's investment and voting decisions are directed or influenced by Halcyon or its management, and other relevant factors.
3.4 Rule 144 and Depositary Receipts
Rule 144 applies to sales of ADSs representing ordinary shares of Halcyon, as well as to sales of the underlying ordinary shares themselves. The depositary receipt structure does not alter the application of Rule 144 to the underlying securities. Accordingly, holders of ADSs who are affiliates of Halcyon or who hold restricted ADSs must comply with the conditions of Rule 144 when reselling ADSs in the US public market.
Holders who wish to sell ordinary shares directly (rather than ADSs) may withdraw ordinary shares from the ADS depositary facility maintained by Meridian Trust Company, N.A. and sell such shares on the Frankfurt Stock Exchange or in other non-US markets, subject to the lock-up restrictions described above during the Lock-Up Period and subject to applicable German and European securities laws. Sales of ordinary shares outside the United States may also be effected in reliance on Regulation S under the Securities Act, as described below.
The conversion of ADSs into underlying ordinary shares, or the deposit of ordinary shares with the Depositary in exchange for ADSs, does not in itself constitute a "sale" for purposes of Rule 144 or the Securities Act. However, the subsequent sale of the resulting securities (whether ordinary shares or ADSs) is subject to Rule 144 if the seller is an affiliate or the securities are restricted securities.
4. Regulation S Under the Securities Act
4.1 Overview of Regulation S
Regulation S under the Securities Act provides a safe harbor from the registration requirements of Section 5 of the Securities Act for offers and sales of securities that occur outside the United States. Regulation S is based on the principle that the registration requirements of the Securities Act are intended to protect US investors and should not be applied to transactions taking place outside the United States.
Regulation S sets forth conditions under which offers and sales of securities by issuers and other persons are deemed to take place "outside the United States." Two general conditions must be satisfied: (i) the offer or sale must be made in an "offshore transaction," as defined in Rule 902(h), and (ii) there must be no "directed selling efforts" in the United States, as defined in Rule 902(c).
Halcyon's ordinary shares trade on the Frankfurt Stock Exchange (FRA: HCY), which is a "designated offshore securities market" for purposes of Rule 902(b) of Regulation S. Accordingly, transactions in Halcyon's ordinary shares executed on the Frankfurt Stock Exchange are deemed to take place in "offshore transactions" for purposes of Regulation S.
4.2 Regulation S — Category 3 Securities
Because Halcyon is a "reporting foreign private issuer" (i.e., a foreign private issuer that is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act) and because there is expected to be substantial US market interest in the ordinary shares (given the concurrent listing of ADSs on the Nasdaq Global Select Market), certain Regulation S resale restrictions and safe harbor conditions may apply to offers and sales of ordinary shares or ADSs outside the United States.
For offers and sales by the Company or by affiliates of the Company (including Rheintal Industrieholding GmbH, Kestrel Capital Partners AG (if deemed an affiliate), and directors and officers of Halcyon), Regulation S Category 3 applies. Under Category 3, equity securities of a reporting issuer are subject to a "distribution compliance period" (restricted period) of 40 days for equity securities. During the 40-day restricted period:
•  offers and sales must be made in offshore transactions (i.e., transactions executed on the Frankfurt Stock Exchange or in other non-US markets) with no directed selling efforts in the United States;
•  the purchaser must certify that it is not a "U.S. person" (as defined in Rule 902(k) of Regulation S) and is not acquiring the securities for the account or benefit of a US person (or, if it is a distributor, dealer, or person receiving a selling concession, it agrees to applicable Regulation S restrictions); and
•  the securities must bear a legend stating that they have not been registered under the Securities Act and may not be offered or sold in the United States or to US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
After the expiration of the 40-day restricted period, non-affiliate holders may freely resell their securities in offshore transactions without regard to the additional conditions of Regulation S.
Investors should note that the contractual lock-up restrictions described in this prospectus have a duration of 180 days, which is substantially longer than the 40-day Regulation S restricted period. Accordingly, during the Lock-Up Period, the lock-up is the binding constraint on sales by the Company, the Selling Shareholders, and officers and directors, regardless of whether a Regulation S exemption would otherwise be available.
4.3 Flowback Considerations
Following the completion of this offering, holders of ordinary shares traded on the Frankfurt Stock Exchange may deposit their ordinary shares with Meridian Trust Company, N.A. (through its German custodian) and receive ADSs, which may then be sold on the Nasdaq Global Select Market. This process is commonly referred to as "flowback" — that is, the migration of ordinary shares originally traded in a non-US market into the US depositary receipt facility for sale in the US market.
Any deposit of ordinary shares with the Depositary and subsequent sale of the resulting ADSs in the United States would constitute an offer and sale of securities in the United States and would be subject to the registration requirements of the Securities Act, unless an exemption is available. For affiliates of Halcyon, such sales would need to comply with Rule 144 (including the volume limitations, manner-of-sale restrictions, and other conditions described above) or would need to be made pursuant to an effective registration statement. For non-affiliates who are not selling restricted securities, the deposit and sale of ADSs may be effected without registration, depending on the facts and circumstances, including the holding period and the nature of the transaction.
Halcyon and its counsel have considered the dynamics of flowback in structuring the lock-up and overallotment provisions of this offering. The 180-day Lock-Up Period and the overallotment option are designed, in part, to promote an orderly aftermarket for the ADSs during the initial trading period and to mitigate the potential for excessive selling pressure from flowback activity.
5. Foreign Private Issuer Status
5.1 FPI Status and Reporting Framework
Halcyon qualifies as a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. Under Rule 3b-4, an issuer organized under the laws of a foreign country is a foreign private issuer unless (a) more than 50% of the issuer's outstanding voting securities are directly or indirectly held of record by residents of the United States, and (b) any of the following applies: (i) the majority of the issuer's executive officers or directors are US citizens or residents, (ii) more than 50% of the issuer's assets are located in the United States, or (iii) the issuer's business is administered principally in the United States. Because Halcyon is organized under the laws of the Federal Republic of Germany, has its principal executive offices in Munich, Germany, and a substantial majority of its shareholders of record are non-US residents, Halcyon satisfies the requirements for foreign private issuer status.
As a foreign private issuer, Halcyon will file annual reports with the SEC on Form 20-F and will furnish current reports to the SEC on Form 6-K. Foreign private issuer status provides certain accommodations and exemptions under US securities law, including the following:
•  Proxy Rules. Halcyon is exempt from the proxy solicitation rules under Section 14 of the Exchange Act, including the requirements to file proxy statements on Schedule 14A with the SEC. However, Halcyon remains subject to German corporate law requirements regarding the convening and conduct of general meetings.
•  Section 16 Reporting and Short-Swing Profits. Officers, directors, and beneficial owners of more than 10% of Halcyon's equity securities are exempt from the reporting requirements of Section 16(a) of the Exchange Act (Forms 3, 4, and 5) and the short-swing profit recovery provisions of Section 16(b) of the Exchange Act. As a result, insiders of Halcyon are not required to disgorge profits from purchases and sales (or sales and purchases) of Halcyon's equity securities occurring within a six-month period.
•  Extended Filing Deadlines. Halcyon has four months after the end of its fiscal year to file its annual report on Form 20-F, as compared to the 60- or 75-day deadline applicable to US domestic issuers filing annual reports on Form 10-K (depending on filer status).
•  Financial Statements. Halcyon may present its financial statements in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board without reconciliation to US GAAP.
Halcyon's foreign private issuer status is tested annually as of the last business day of its most recently completed second fiscal quarter. If Halcyon were to lose its foreign private issuer status — for example, because more than 50% of its outstanding voting securities come to be held of record by US residents and one of the additional conditions described above is satisfied — Halcyon would be required to comply with the Exchange Act reporting and disclosure requirements applicable to US domestic issuers beginning on the first day of the fiscal year following the determination of loss of foreign private issuer status. Compliance with US domestic issuer requirements would involve, among other things, filing annual reports on Form 10-K and quarterly reports on Form 10-Q, complying with the SEC's proxy rules, and subjecting its officers, directors, and 10%-or-greater shareholders to Section 16 reporting and short-swing profit recovery requirements.
5.2 Implications for Resale Analysis
Because Section 16 of the Exchange Act does not apply to foreign private issuers, the short-swing profit recovery rule under Section 16(b) does not impose trading restrictions on insiders of Halcyon beyond those arising from other applicable law. However, Halcyon's officers, directors, and other insiders remain subject to the insider trading prohibitions under Rule 10b-5 promulgated under the Exchange Act, which prohibit trading on the basis of material, nonpublic information, as well as the antifraud provisions of the European Market Abuse Regulation (Regulation (EU) No 596/2014), which applies to Halcyon's ordinary shares traded on the Frankfurt Stock Exchange.
The absence of Section 16 reporting means that transactions by officers, directors, and beneficial owners of more than 10% of Halcyon's equity securities are not reported on Forms 3, 4, and 5 filed with the SEC. However, such transactions may need to be disclosed in Halcyon's annual report on Form 20-F, in accordance with Item 7.A (Major Shareholders) and Item 6.B (Compensation) of Form 20-F, or in separate public filings. In addition, beneficial ownership of Halcyon's ordinary shares by persons holding 5% or more of such shares may be required to be reported on Schedule 13D or Schedule 13G under the Exchange Act, and Halcyon's officers, directors, and 10% holders may be subject to disclosure obligations under the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") and the European Market Abuse Regulation with respect to their transactions in Halcyon's ordinary shares.
6. Shares Issued Under Employee Benefit Plans
6.1 Halcyon Employee Stock Ownership Trust
The Halcyon Employee Stock Ownership Trust (the "ESOT") currently holds 6,665,000 ordinary shares, representing approximately 3.1% of the ordinary shares outstanding prior to this offering and approximately 2.7% of the ordinary shares expected to be outstanding following this offering. The ESOT was established in 2018 for the benefit of eligible employees of Halcyon and its subsidiaries and is administered by an independent trustee in accordance with its governing trust instrument.
The ordinary shares held by the ESOT are not being offered or sold in this offering. The ESOT has entered into a Lock-Up Agreement with Westbridge Securities LLC on terms substantially similar to those described above under "— Lock-Up Agreements — Officer and Director Lock-Up."
Any future sales by the ESOT of ordinary shares in the public market, or distributions of ordinary shares from the ESOT to participating employees, would be subject to the following restrictions:
•  During the Lock-Up Period, all ordinary shares held by the ESOT are subject to the lock-up restrictions described above.
•  Following the expiration of the Lock-Up Period, any sales or distributions would be subject to Rule 144, Regulation S, or the registration requirements of the Securities Act, as applicable.
•  If the ESOT is determined to be an affiliate of Halcyon (based on a governance and control analysis, including the identity and role of the trustee and the degree of Halcyon's influence over the ESOT's investment and voting decisions), sales by the ESOT would be subject to Rule 144's volume limitations, manner-of-sale requirements, notice filing requirements, and current public information requirements.
6.2 Future Equity Awards
Halcyon may, from time to time, issue ordinary shares in connection with equity incentive compensation programs for its employees, officers, and directors. Ordinary shares issued pursuant to such programs may constitute "restricted securities" as defined in Rule 144 if they are not registered under the Securities Act at the time of issuance.
A registration statement on Form S-8 under the Securities Act (or, for a foreign private issuer, a registration statement on Form F-1 or Form S-8, as applicable, registering shares issuable under employee benefit plans) may be filed with the SEC to register ordinary shares or ADSs issuable under Halcyon's equity incentive plans. If such a registration statement is filed and becomes effective, the ordinary shares or ADSs covered thereby would be eligible for sale in the public market upon issuance, subject, in the case of affiliates, to the volume limitations and other restrictions of Rule 144. As of the date of this prospectus, Halcyon has not filed a registration statement on Form S-8 with the SEC.
During the Lock-Up Period, the Company has agreed not to file any registration statement with the SEC relating to the offering of ordinary shares, ADSs, or securities convertible into, exercisable for, or exchangeable for ordinary shares or ADSs, subject to the limited exceptions described above under "— Lock-Up Agreements — Company Lock-Up."
7. Registration Rights
7.1 Registration Rights Agreements
As of the date of this prospectus, and to our knowledge based on the due diligence conducted in connection with this offering, neither Rheintal Industrieholding GmbH nor Kestrel Capital Partners AG has been granted demand registration rights, piggyback registration rights, or any other form of registration rights under US securities law in connection with this offering or otherwise. Accordingly, neither Selling Shareholder has the contractual right to require Halcyon to file a registration statement under the Securities Act covering the resale of ordinary shares or ADSs held by such Selling Shareholder, and neither Selling Shareholder has the contractual right to include ordinary shares or ADSs in any registration statement that Halcyon may file in the future (other than the Registration Statement of which this prospectus forms a part, which covers the ordinary shares being sold by the Selling Shareholders in this offering).
No other holder of Halcyon's ordinary shares or ADSs is known to have been granted registration rights as of the date of this prospectus. If any registration rights agreements are entered into prior to the completion of this offering, or if additional information becomes available during the course of the SEC's review of the Registration Statement, the terms of any such registration rights agreements (including the number of demand registrations, piggyback rights, holdback provisions, and expense allocation) will be described in the final prospectus.
8. Concurrent Trading on the Frankfurt Stock Exchange
8.1 Dual Listing Considerations
Following the completion of this offering, Halcyon's ordinary shares will continue to trade on the Frankfurt Stock Exchange (FRA: HCY) in the Prime Standard segment of the Regulated Market, and the ADSs will trade on the Nasdaq Global Select Market under the ticker symbol "HCYN." The existence of parallel trading markets for Halcyon's equity securities in both the United States and Germany creates the potential for cross-market arbitrage activity and cross-border flows of securities.
Holders of ADSs may, at any time (subject to the terms of the Deposit Agreement and, during the Lock-Up Period, the lock-up restrictions described above), withdraw the ordinary shares underlying their ADSs from the depositary facility maintained by Meridian Trust Company, N.A. and sell such ordinary shares on the Frankfurt Stock Exchange. Conversely, holders of ordinary shares traded on the Frankfurt Stock Exchange may deposit their ordinary shares with Meridian Trust Company, N.A. (through its German custodian, as described below) and receive ADSs for sale on the Nasdaq Global Select Market, subject to applicable securities law restrictions (including the registration requirements of the Securities Act or the availability of an exemption therefrom, such as Rule 144 or Regulation S).
This dual trading structure may result in arbitrage activity by market participants seeking to exploit temporary pricing differences between the ordinary shares on the Frankfurt Stock Exchange and the ADSs on Nasdaq. Such arbitrage activity may increase the aggregate volume of trading in Halcyon's equity securities, which could have the effect of improving liquidity but could also contribute to short-term price volatility.
Sales of substantial amounts of ordinary shares on the Frankfurt Stock Exchange, or sales facilitated by the conversion between ordinary shares and ADSs, could adversely affect the trading price of the ADSs on the Nasdaq Global Select Market and vice versa. Investors in the ADSs should be aware that trading in the ordinary shares on the Frankfurt Stock Exchange, which operates during different trading hours than Nasdaq, could affect the price of the ADSs during and after the regular trading session on Nasdaq. See "Risk Factors — Risks Related to the ADSs and This Offering" for a further discussion of the risks associated with dual listing and cross-market trading.
8.2 Depositary Mechanics
The key terms of the depositary arrangement for the ADSs are summarized below:
•  ADS Ratio: Each ADS represents two (2) ordinary shares, no par value, of Halcyon Semiconductor Aktiengesellschaft.
•  Depositary: Meridian Trust Company, N.A., 101 Barclay Street, New York, NY 10286.
•  Transfer Agent and Registrar for ADSs: Crestfield Transfer Services Inc., 6201 15th Avenue, Brooklyn, NY 11219.
•  Depositary Fee: ADS holders are required to pay a depositary service fee of $0.05 per ADS per annum to the Depositary in connection with the administration and servicing of the ADS program.
•  Custodian in Germany: The Depositary has appointed a custodian bank in Germany (the "Custodian") to hold the ordinary shares underlying the ADSs. The identity of the Custodian will be set forth in the Deposit Agreement.
For further details regarding the terms and conditions of the ADSs, including the procedures for deposit and withdrawal of ordinary shares, voting rights, dividend distributions, and the rights and obligations of ADS holders, see the section entitled "Description of American Depositary Shares" appearing elsewhere in this prospectus.
9. Summary — Eligibility for Future Sale
The following table summarizes the eligibility of Halcyon's ordinary shares and ADSs for future sale following the completion of this offering:
The information in the table above assumes no exercise of the overallotment option (except where specifically noted) and no issuance of additional ordinary shares after the completion of this offering.
10. Cautionary Statement
No prediction can be made as to the effect, if any, that future sales of ordinary shares or ADSs, or the availability of ordinary shares or ADSs for future sale, will have on the market price of the ADSs prevailing from time to time. The market price of the ADSs could decline as a result of sales of a large number of ordinary shares or ADSs in the market after this offering, or the perception by the market that holders of a large number of ordinary shares or ADSs intend to sell ordinary shares or ADSs. In particular, upon the expiration of the 180-day Lock-Up Period on approximately December 28, 2026, a significant number of ordinary shares and ADSs will become eligible for sale in the public market, subject to applicable securities law restrictions. Sales of substantial amounts of ordinary shares or ADSs in the public market following this offering, or the perception that such sales may occur, could adversely affect the market price of the ADSs and could impair Halcyon's future ability to raise capital through the sale of equity or equity-related securities at a time and price that Halcyon deems appropriate.
In addition, the existence of the Lock-Up Agreements described in this section does not preclude the possibility that Westbridge Securities LLC, as representative of the underwriters, could waive or release the lock-up restrictions, in whole or in part, prior to the expiration of the Lock-Up Period. Any such early release could result in sales of ordinary shares or ADSs in the public market prior to December 28, 2026 and could adversely affect the market price of the ADSs.
Investors should carefully consider the risks described under the heading "Risk Factors — Risks Related to the ADSs and This Offering" appearing elsewhere in this prospectus, including, without limitation, the risk factors relating to future sales and dilution, the risks associated with our dual listing on the Frankfurt Stock Exchange and the Nasdaq Global Select Market, the potential impact of lock-up expiration on the trading price of the ADSs, and the risks associated with our status as a foreign private issuer.
The information set forth in this section is based on 245,000,000 ordinary shares outstanding following this offering (assuming no exercise of the overallotment option), and excludes (i) up to 6,420,000 ordinary shares issuable upon exercise of the overallotment option, (ii) ordinary shares issuable upon exercise of stock options outstanding under Halcyon's employee equity incentive plans as of the date of this prospectus, and (iii) ordinary shares reserved for future issuance under Halcyon's employee equity incentive plans. See "Dilution" and "Management — Employee Equity Incentive Plans" for additional information.
Shareholder | Pre-Offering Shares | Pre-Offering % | Shares Sold | Post-Offering Shares | Post-Offering %
Rheintal Industrieholding GmbH | 47,945,000 | 22.3% | 8,500,000 | 39,445,000 | ~16.1%
Kestrel Capital Partners AG | 20,855,000 | 9.7% | 4,300,000 | 16,555,000 | ~6.8%
Halcyon Employee Stock Ownership Trust | 6,665,000 | 3.1% | — | 6,665,000 | ~2.7%
Free float (including new ADS holders) | ~139,535,000 | ~64.9% | — | ~182,335,000 | ~74.4%
Total | 215,000,000 | 100% | 12,800,000 | 245,000,000 | 100%
Category | Ordinary Shares Subject to Lock-Up | ADSs Equivalent
Rheintal Industrieholding GmbH (retained shares) | 39,445,000 | 19,722,500
Kestrel Capital Partners AG (retained shares) | 16,555,000 | 8,277,500
Halcyon Employee Stock Ownership Trust | 6,665,000 | 3,332,500
Officers and directors (personal holdings) | To be determined | To be determined
Company lock-up (restriction on new issuance) | N/A — restriction on issuance, not on specific shares | N/A
Category of Shares | Number of Ordinary Shares | ADSs Equivalent | Freely Tradeable Immediately After Offering? | Earliest Date Eligible for Sale
ADSs sold in this offering (primary + secondary) | 42,800,000 (21,400,000 ADSs × 2) | 21,400,000 | Yes (registered under the Securities Act) | Immediately upon effectiveness of the Registration Statement
Overallotment ADSs (if exercised in full) | Up to 6,420,000 (3,210,000 ADSs × 2) | Up to 3,210,000 | Yes (registered under the Securities Act) | Upon exercise of the overallotment option (up to 30 days post-pricing; option expires approximately July 31, 2026)
Rheintal retained shares (locked up) | 39,445,000 | 19,722,500 | No — subject to Lock-Up Agreement and Rule 144 restrictions | December 28, 2026 (Lock-Up Period expiration), then subject to Rule 144 affiliate resale conditions
Kestrel retained shares (locked up) | 16,555,000 | 8,277,500 | No — subject to Lock-Up Agreement and Rule 144 restrictions (if deemed an affiliate) | December 28, 2026 (Lock-Up Period expiration), then subject to Rule 144 (if affiliate) or freely tradeable (if non-affiliate and holding period satisfied)
ESOT shares (locked up) | 6,665,000 | 3,332,500 | No — subject to Lock-Up Agreement and Rule 144 / Regulation S | December 28, 2026 (Lock-Up Period expiration), then subject to applicable securities law restrictions
Officer/director personal holdings (locked up) | To be determined | To be determined | No — subject to Lock-Up Agreement and Rule 144 affiliate resale conditions | December 28, 2026 (Lock-Up Period expiration), then subject to Rule 144 affiliate resale conditions
Free float ordinary shares (Frankfurt-traded, not deposited as ADSs) | ~139,535,000 (less locked-up amounts) | N/A (not deposited as ADSs) | Tradeable on the Frankfurt Stock Exchange; deposit into ADS facility and sale as ADSs on Nasdaq subject to Securities Act registration or exemption | Tradeable on the Frankfurt Stock Exchange subject to applicable German and EU securities laws; deposit and sale as ADSs subject to the Securities Act (registration or exemption, including Regulation S or Rule 144, as applicable)

SHARES ELIGIBLE FOR FUTURE SALE

Record

Parties

Dates

Amounts