1032-00003 · Client 1032 · Registration Statement

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USE OF PROCEEDS

Draft prospectus section for inclusion in the Registration Statement on Form F-1 of Halcyon Semiconductor Aktiengesellschaft. Prepared by Calderwood & Harkness LLP, One Liberty Plaza, 42nd Floor, New York, NY 10006. C&H Matter No.: 1032-00003. Draft dated for target first circulation March 9, 2026.

The offering to which this prospectus relates consists of 21,400,000 American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," "we," "us," or "our"). Of the 21,400,000 ADSs offered in this offering, (i) 15,000,000 ADSs (representing 30,000,000 newly issued ordinary shares) are being sold by the Company in a primary offering and (ii) 6,400,000 ADSs (representing 12,800,000 existing ordinary shares) are being sold by the selling shareholders identified below in a secondary offering. The selling shareholders in the secondary offering are Rheintal Industrieholding GmbH, which is selling 4,250,000 ADSs (representing 8,500,000 ordinary shares), and Kestrel Capital Partners AG, which is selling 2,150,000 ADSs (representing 4,300,000 ordinary shares).

Based on an assumed initial public offering price of $42.00 per ADS, which is the midpoint of the estimated price range of $39.00 to $45.00 per ADS as set forth on the cover page of this prospectus, the gross proceeds to the Company from the primary offering would be approximately $630,000,000 (15,000,000 ADSs multiplied by $42.00 per ADS). After deducting the underwriting discount (gross spread) of 3.50%, equal to approximately $22,050,000 on the primary component of the offering ($630,000,000 multiplied by 3.50%), we estimate that the net proceeds to the Company from the primary offering will be approximately $607,950,000, before deducting estimated offering expenses payable by the Company. The estimated offering expenses payable by the Company are described in greater detail below.

We will not receive any of the proceeds from the sale of ADSs by the selling shareholders in the secondary offering. The gross proceeds to the selling shareholders from the secondary component of the offering would be approximately $268,800,000 (6,400,000 ADSs multiplied by $42.00 per ADS), less an underwriting discount of 3.50%, equal to approximately $9,408,000, resulting in aggregate net proceeds to the selling shareholders of approximately $259,392,000. Each selling shareholder will bear its pro rata portion of the underwriting discount attributable to its ADSs sold in the secondary offering.

We have granted the underwriters a 30-day option to purchase up to 3,210,000 additional ADSs (representing 15% of the 21,400,000 ADSs offered in the base offering) at the initial public offering price, less the underwriting discount. If the underwriters exercise the overallotment option in full at the assumed midpoint price of $42.00 per ADS, the additional gross proceeds would be approximately $134,820,000 (3,210,000 ADSs multiplied by $42.00 per ADS), which would increase the maximum total offering size to approximately $1,033,620,000. For additional information regarding the overallotment option, see "— Overallotment Option" below.

A $1.00 increase or decrease in the assumed initial public offering price of $42.00 per ADS would increase or decrease, as applicable, the net proceeds to the Company from the primary offering by approximately $14,475,000 (after deducting the 3.50% underwriting discount), assuming the number of ADSs offered by the Company remains the same and no exercise of the overallotment option.

All amounts set forth in this section are presented in US dollars. Where appropriate, euro-denominated amounts have been translated into US dollars at an assumed exchange rate of €1.00 = $1.078, which was the exchange rate as of January 10, 2026. See "— Currency and Exchange Rate Note" below.

Principal Uses of Net Proceeds

The Company intends to use the estimated net proceeds from the primary offering of approximately $607,950,000 as follows:

Expansion of SiC Fabrication Facility (Fab 3), Dresden — Approximately $280,000,000 (46.1% of Estimated Net Proceeds)

We intend to allocate approximately $280,000,000 of the net proceeds from this offering, representing approximately 46.1% of the estimated net proceeds, to fund the continued expansion and equipping of our silicon carbide ("SiC") fabrication facility known as "Fab 3." Fab 3 is located at the premises of Halcyon Power Solutions GmbH, Königsbrücker Straße 180, 01099 Dresden, Germany. Halcyon Power Solutions GmbH is a wholly owned subsidiary of the Company that operates our SiC fabrication operations, including our existing Fab 2 facility and the Fab 3 facility, which is currently under construction.

Fab 3 is designed to significantly increase the Company's production capacity for advanced SiC power semiconductor devices serving the automotive, industrial, and renewable energy end markets. The SiC power semiconductor market represents one of the fastest-growing segments within the broader power semiconductor industry, driven by accelerating demand for electric vehicle powertrains, high-efficiency industrial motor drives, and solar and wind energy conversion systems. We believe that the expansion of our SiC fabrication capacity through the completion of Fab 3 is critical to our long-term growth strategy and will enable us to meet anticipated customer demand, secure strategic supply agreements with leading automotive and industrial original equipment manufacturers ("OEMs"), and maintain our competitive position.

Specifically, the net proceeds allocated to the Fab 3 expansion will be applied to:

• completion of cleanroom construction, including high-purity HVAC systems, vibration-isolation infrastructure, and chemical delivery systems;

• procurement of advanced wafer fabrication equipment, including epitaxial growth reactors, ion implantation tools, high-temperature annealing furnaces, lithography systems, plasma etch tools, and chemical vapor deposition systems;

• installation, integration, and qualification of fabrication equipment within the Fab 3 facility;

• process development and transfer costs associated with transitioning our advanced SiC device process flows to the Fab 3 production line; and

• related facility infrastructure costs, including utilities, waste treatment, and safety systems.

The Company expects Fab 3 to commence initial volume production in the fourth quarter of fiscal year 2027, subject to the timely completion of construction, equipment installation, and process qualification activities. The remaining capital expenditure requirements for the Fab 3 facility beyond the net proceeds allocated from this offering are expected to be funded from operating cash flow generated by the Company's existing operations and from borrowings available under our existing credit facilities. The Company estimates that the total remaining capital expenditure required to complete and fully equip Fab 3, inclusive of the amounts to be funded from this offering, is approximately €550 million to €620 million.

For context, the Company's historical capital expenditure profile reflects our sustained investment in manufacturing capacity and technology development. In fiscal year 2023, the Company's capital expenditures were approximately €680 million. In fiscal year 2024, capital expenditures increased to approximately €750 million. In fiscal year 2025, capital expenditures further increased to approximately €820 million (unaudited). The allocation of offering proceeds to the Fab 3 expansion is consistent with the Company's continued commitment to investing in next-generation manufacturing capacity.

For a more detailed description of the Fab 3 facility and the Company's SiC fabrication strategy, see "Business — Manufacturing Operations — SiC Fabrication Facilities."

Research and Development — Next-Generation GaN Power Devices — Approximately $140,000,000 (23.0% of Estimated Net Proceeds)

We intend to allocate approximately $140,000,000 of the net proceeds from this offering, representing approximately 23.0% of the estimated net proceeds, to fund our research and development activities focused on next-generation gallium nitride ("GaN") power semiconductor devices.

GaN-based power devices offer significant performance advantages over traditional silicon-based power devices, including higher switching frequencies, lower on-resistance, and greater power density, which enable more compact and energy-efficient power conversion systems. We believe that GaN technology will play an increasingly important role across a broad range of end-market applications, including automotive electrification (particularly on-board chargers and DC-DC converters), high-efficiency power conversion in hyperscale data centers and server power supplies, and renewable energy inverter systems for solar and wind installations.

Our R&D expenditures funded from the net proceeds of this offering will be directed toward the following principal programs and technology areas:

• advanced GaN-on-silicon device architectures, including enhancement-mode high-electron-mobility transistor ("e-HEMT") designs targeting voltage ratings of 100V to 900V for automotive and industrial applications;

• GaN-on-SiC device architectures for high-power, high-frequency applications, including RF power amplifiers and next-generation power modules for electric vehicle drivetrains;

• advanced packaging technologies, including chip-scale and embedded-die packaging, designed to optimize thermal performance and minimize parasitic inductance in high-switching-frequency power circuits;

• application-specific design programs developed in close collaboration with our key automotive and industrial OEM customers, targeting production-qualified GaN power device platforms for volume deployment beginning in fiscal year 2028; and

• advanced characterization, reliability testing, and qualification programs required to meet stringent automotive-grade (AEC-Q101) and industrial qualification standards.

These R&D activities will be conducted primarily at two locations. The Company's principal R&D center is located at our corporate headquarters in Munich, Germany (Maximilianstraße 72, 80539 Munich), where our device physics, process integration, and advanced packaging teams are based. In addition, significant GaN device design and application engineering activities are conducted at the Company's US subsidiary, Halcyon Semiconductor USA Inc., whose principal office is located at 2500 Augustine Drive, Suite 100, Santa Clara, California 95054. Our US R&D operations benefit from proximity to leading semiconductor equipment suppliers and key customers in Silicon Valley and the broader US technology ecosystem.

All R&D programs described above are overseen by the Company's Chief Technology Officer, Dr. Marcus Helder, who is a co-founder of the Company and holds a PhD in material science from ETH Glenrock Assurance, Switzerland. Dr. Helder has served as CTO since the Company's founding and has over 20 years of experience in compound semiconductor device development. For additional biographical information regarding Dr. Helder, see "Management — Executive Officers."

Repayment of Revolving Credit Facility Tranche — Approximately $100,000,000 (16.5% of Estimated Net Proceeds)

We intend to allocate approximately $100,000,000 of the net proceeds from this offering, representing approximately 16.5% of the estimated net proceeds, to repay a portion of the outstanding indebtedness under the Company's existing revolving credit facility (the "Revolving Credit Facility").

The Revolving Credit Facility was entered into by the Company with a syndicate of financial institutions led by [lead bank to be confirmed]. The Revolving Credit Facility provides for aggregate revolving commitments of up to €[amount to be confirmed] and bears interest at a variable rate equal to [EURIBOR plus a margin of [●] basis points, subject to a leverage-based pricing grid — to be confirmed]. The Revolving Credit Facility has a maturity date of [to be confirmed]. The Revolving Credit Facility contains customary covenants and conditions, including financial covenants related to leverage and interest coverage ratios.

The Company has pursued a consistent deleveraging strategy in recent fiscal years. The Company's total debt declined from approximately €1,180 million as of the end of fiscal year 2023 to approximately €1,020 million as of the end of fiscal year 2024 and further to approximately €890 million as of the end of fiscal year 2025 (unaudited). The Company's net debt position as of the end of fiscal year 2025 was approximately €150 million, based on total debt of approximately €890 million less cash and cash equivalents of approximately €740 million (unaudited). We believe the partial repayment of outstanding borrowings under the Revolving Credit Facility using offering proceeds will further strengthen the Company's balance sheet and reduce interest expense.

Upon repayment of the approximately $100,000,000 (or the euro-equivalent thereof at the applicable exchange rate at the time of repayment), the repaid amounts will become available for re-borrowing under the Revolving Credit Facility, subject to compliance with the terms and conditions thereof, including applicable financial covenants and borrowing conditions. The Company may, in the future, re-borrow amounts under the Revolving Credit Facility as needed to fund capital expenditures, working capital requirements, or for other general corporate purposes.

For a more detailed description of the Revolving Credit Facility and the Company's other indebtedness, see "Description of Certain Indebtedness."

General Corporate Purposes and Working Capital — Approximately $87,950,000 (14.5% of Estimated Net Proceeds)

We intend to allocate the remaining approximately $87,950,000 of the net proceeds from this offering, representing approximately 14.5% of the estimated net proceeds, for general corporate purposes. General corporate purposes may include, but are not limited to, funding working capital requirements, supporting ongoing operational needs, and financing potential strategic acquisitions of, or investments in, complementary businesses, technologies, product lines, or intellectual property, as well as other general business needs that the Company may identify from time to time.

As of the date of this prospectus, the Company has not identified any specific acquisition targets, investment opportunities, or other particular uses for the net proceeds allocated to general corporate purposes. Accordingly, the Company's management will have broad discretion in determining the allocation and application of these proceeds. We will disclose any material allocation of proceeds to specific transactions or purposes in our periodic reports filed with the Securities and Exchange Commission (the "SEC") following the completion of this offering.

Pending the application of the net proceeds as described above, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing instruments, money market funds, certificates of deposit, or US government securities. These investments are intended to preserve capital and maintain liquidity while generating a modest return on the invested amounts.

Use of Proceeds Summary Table

The following table summarizes the Company's intended use of the estimated net proceeds from the primary offering:

The foregoing table is based on an assumed initial public offering price of $42.00 per ADS, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and assumes no exercise of the underwriters' overallotment option. The actual allocation of net proceeds may differ from the amounts set forth in the table above for the reasons described under "— Flexibility and Management Discretion" below.

Proceeds from Selling Shareholders

The Company will not receive any of the proceeds from the sale of the 6,400,000 ADSs being sold by the selling shareholders in the secondary component of this offering.

Rheintal Industrieholding GmbH will receive the net proceeds from the sale of 4,250,000 ADSs (representing 8,500,000 ordinary shares) offered by it in this offering. Based on the assumed initial public offering price of $42.00 per ADS, the gross proceeds to Rheintal Industrieholding GmbH would be approximately $178,500,000, less an underwriting discount of 3.50%, or approximately $6,247,500, resulting in estimated net proceeds of approximately $172,252,500.

Kestrel Capital Partners AG will receive the net proceeds from the sale of 2,150,000 ADSs (representing 4,300,000 ordinary shares) offered by it in this offering. Based on the assumed initial public offering price of $42.00 per ADS, the gross proceeds to Kestrel Capital Partners AG would be approximately $90,300,000, less an underwriting discount of 3.50%, or approximately $3,160,500, resulting in estimated net proceeds of approximately $87,139,500.

In the aggregate, the net proceeds to the selling shareholders from the secondary component of the offering would be approximately $259,392,000, based on aggregate gross proceeds of approximately $268,800,000 less an aggregate underwriting discount of approximately $9,408,000.

The Company has been informed by each of Rheintal Industrieholding GmbH and Kestrel Capital Partners AG that the net proceeds received by such selling shareholder from the sale of ADSs in this offering will be applied for the general investment purposes of such selling shareholder. The Company will have no control over, and assumes no responsibility for, the use of proceeds received by the selling shareholders. For additional information regarding the selling shareholders, including their pre- and post-offering ownership of the Company, see "Principal and Selling Shareholders."

Overallotment Option

The underwriters have been granted an option, exercisable within 30 days following the date of pricing of this offering, to purchase up to 3,210,000 additional ADSs at the initial public offering price, less the underwriting discount. The 3,210,000 additional ADSs subject to the overallotment option represent 15% of the 21,400,000 ADSs offered in the base offering.

If the underwriters exercise the overallotment option in full at the assumed midpoint price of $42.00 per ADS, the additional gross proceeds would be approximately $134,820,000 (3,210,000 ADSs multiplied by $42.00 per ADS). After deducting the underwriting discount of 3.50%, or approximately $4,718,700, the additional net proceeds would be approximately $130,101,300. Whether the additional net proceeds are received by the Company or by the selling shareholders (or a combination thereof) will depend on whether the overallotment option relates to primary shares (newly issued ordinary shares) or secondary shares (existing ordinary shares held by the selling shareholders), as determined at the time of exercise.

To the extent that the Company receives additional net proceeds from the exercise of the overallotment option (i.e., to the extent the option is exercised with respect to primary shares), such additional net proceeds would be used for general corporate purposes and working capital, consistent with the allocation described under "— Principal Uses of Net Proceeds — General Corporate Purposes and Working Capital" above.

For a detailed description of the overallotment option and the underwriting arrangements, see "Underwriting."

Flexibility and Management Discretion

The amounts and timing of the Company's actual expenditures in each of the categories described above will depend on numerous factors, many of which are beyond the Company's control. These factors include, without limitation:

• the progress, cost, and timeline of the Fab 3 construction and equipment installation program, including the availability and lead times of critical fabrication equipment;

• the achievement of R&D program milestones for next-generation GaN power devices, including the outcome of technology development, characterization, reliability testing, and qualification activities;

• prevailing market conditions and demand dynamics in the automotive, industrial, and renewable energy end markets served by the Company's SiC and GaN product portfolios;

• competitive dynamics in the power semiconductor industry, including pricing trends, new product introductions by competitors, and changes in the supply-demand balance for SiC and GaN devices;

• changes in interest rates, foreign currency exchange rates, and other macroeconomic conditions that may affect the Company's cost structure or the dollar-equivalent value of euro-denominated expenditures;

• changes in applicable laws, regulations, or government incentive programs that may affect the Company's capital expenditure or R&D plans, including subsidies or grants under the European Chips Act or similar programs; and

• other factors described in the "Risk Factors" section of this prospectus.

Accordingly, the Company's management will retain broad discretion in the application of the net proceeds from this offering. The Company may find it necessary or advisable to reallocate the net proceeds within the categories described above, to alter the timing of expenditures within a particular category, or to use portions of the net proceeds for other purposes not presently contemplated, in response to changing business conditions, opportunities, or strategic priorities. Any material reallocation of net proceeds will be disclosed in the Company's periodic reports filed with the SEC.

See "Risk Factors" for a discussion of certain risks that may affect the Company's use of the net proceeds from this offering.

Currency and Exchange Rate Note

All dollar amounts set forth in this "Use of Proceeds" section are based on an assumed offering price at the midpoint of the estimated price range of $42.00 per ADS and an assumed EUR/USD exchange rate of €1.00 = $1.078, which was the exchange rate as of January 10, 2026.

A substantial portion of the Company's expenditures described above, particularly the capital expenditures associated with the Fab 3 expansion in Dresden, Germany, and the R&D expenditures conducted at the Company's Munich headquarters, are denominated in euros. As a result, the actual dollar-equivalent amounts of such expenditures may vary from the amounts set forth above based on the prevailing EUR/USD exchange rate at the time of expenditure. To the extent that the US dollar weakens against the euro, the dollar-equivalent cost of the Company's euro-denominated expenditures would increase, potentially reducing the amount of net proceeds available for other purposes. Conversely, to the extent that the US dollar strengthens against the euro, the dollar-equivalent cost of such expenditures would decrease.

For reference, the Company's total revenue for fiscal year 2025 was approximately €3,820 million (unaudited), which equates to approximately $4,118 million at the assumed exchange rate of €1.00 = $1.078. The Company does not currently hedge its exposure to fluctuations in the EUR/USD exchange rate with respect to anticipated capital expenditures or operating expenses, although it may consider implementing hedging arrangements in the future.

See "Risk Factors — Risks Related to the ADSs and the Offering — Currency fluctuations between the euro and the US dollar could adversely affect the dollar value of our ADSs" for additional information regarding the Company's foreign currency risk.

Underwriting discount Reference

The total underwriting discount (gross spread) for this offering is 3.50% of the aggregate gross proceeds. On the base offering of 21,400,000 ADSs at the assumed midpoint price of $42.00 per ADS, the aggregate gross proceeds would be approximately $898,800,000, and the total underwriting discount on the base offering would be approximately $31,458,000. Of this amount, approximately $22,050,000 would be attributable to the primary offering component, and approximately $9,408,000 would be attributable to the secondary offering component.

The lead left bookrunner for this offering is Westbridge Securities LLC. The joint bookrunners are Pinnacle Morgan & Co., Inc. and Andover Barcliffe Group Inc. The co-manager is Northpointe Capital LLC. For a description of the underwriting arrangements for this offering, including the allocation of the gross spread among the underwriters, stabilization activities, lock-up agreements, and other terms, see "Underwriting."

Estimated Offering Expenses (Other Than Underwriting discount)

In addition to the underwriting discount described above, the Company estimates that it will incur the following expenses in connection with this offering. Except as otherwise noted, all offering expenses set forth below are payable by the Company:

With respect to the financial advisory engagement with Ashton & Burke Advisory GmbH, the Company is obligated to pay (i) a flat advisory fee of €2,500,000 (approximately $2,694,500 at the assumed exchange rate of €1.00 = $1.078) and (ii) a success fee equal to 0.10% of the aggregate gross proceeds of the offering. Based on assumed aggregate gross proceeds of approximately $900,000,000 for the base offering, the success fee would be approximately $900,000 (approximately €835,000 at the assumed exchange rate).

With respect to the depositary bank fees payable to Meridian Trust Company, N.A. in its capacity as depositary under the Deposit Agreement, the Company notes that while the Company will bear certain fees and expenses of the depositary in connection with the establishment of the ADS program and this offering, the annual depositary service fee of $0.05 per ADS per annum is payable by holders of ADSs, not by the Company. For additional information regarding depositary fees, see "Description of American Depositary Shares — Fees and Expenses."

With respect to the Directors' and Officers' liability insurance program, the estimated annual premium of $2,800,000 provides for aggregate coverage of $75,000,000 under a layered program consisting of the following carriers and layers:

• Primary layer: Thornhill Assurance plc — $15,000,000 limit of liability;

• First excess layer: Arcadian Indemnity Corp. — $20,000,000 limit of liability, excess of $15,000,000;

• Second excess layer: Helmsman Re Ltd. — $20,000,000 limit of liability, excess of $35,000,000; and

• Third excess layer: Nordic Specialty Insurance SE — $20,000,000 limit of liability, excess of $55,000,000.

The D&O insurance program was placed by Clearwater D&O Insurance Brokers Ltd. and is expected to become effective upon the closing of this offering.

All estimated offering expenses set forth above are preliminary and subject to change. The Company will file the final expense amounts in a pre-effective amendment to the Registration Statement or in a report on Form 6-K following the closing of this offering.

Cross-References

For information regarding the effect of this offering on the Company's capitalization, including the increase in the Company's issued and outstanding ordinary shares from 215,000,000 shares (pre-offering) to 245,000,000 shares (post-offering, assuming no exercise of the overallotment option), see "Capitalization."

For information regarding the dilutive effect of this offering on existing shareholders, see "Dilution."

For information regarding the selling shareholders, including the pre- and post-offering ownership of Rheintal Industrieholding GmbH (post-IPO ownership of approximately 16.1%) and Kestrel Capital Partners AG (post-IPO ownership of approximately 6.8%), see "Principal and Selling Shareholders."

For a description of the ADSs and the terms of the Deposit Agreement with Meridian Trust Company, N.A., see "Description of American Depositary Shares."

For details of the underwriting arrangements and allocation of the gross spread among the underwriters, see "Underwriting."

The information contained in this section is based on estimates and assumptions that are subject to change. The actual net proceeds to the Company, the selling shareholders, and the underwriters, and the actual application of such proceeds, may differ materially from the amounts and uses described above. See "Risk Factors" for a discussion of risks that may cause actual results to differ from expectations.

Use of Proceeds Category	Amount ($)	% of Net Proceeds
Expansion of SiC fabrication facility (Fab 3), Dresden	$280,000,000	46.1%
R&D — next-generation GaN power devices	$140,000,000	23.0%
Repayment of revolving credit facility tranche	$100,000,000	16.5%
General corporate purposes / working capital	$87,950,000	14.5%
Total estimated net proceeds (primary offering)	$607,950,000	100.0%
Expense Category	Estimated Amount
SEC registration fee	[To be calculated based on Rule 457]
Nasdaq Global Select Market listing fee	[To be determined]
FINRA filing fee	[To be calculated]
Printing and EDGAR filing expenses	[Estimate to be inserted]
Legal fees and expenses — US counsel (Calderwood & Harkness LLP)	$3,200,000 – $3,800,000 (estimated)
Legal fees and expenses — German counsel (Bähr Stein Rechtsanwälte)	[Estimate to be inserted]
Accounting fees and expenses (Blackmere & Whitfield LLP / GmbH WPG)	[Estimate to be inserted]
Financial advisory fees (Ashton & Burke Advisory GmbH)	€2,500,000 flat fee plus success fee of 0.10% of gross proceeds (approximately $900,000 / €835,000 on $900,000,000 gross proceeds at the assumed exchange rate)
Transfer agent and registrar fees (Crestfield Transfer Services Inc.)	[Estimate to be inserted]
Depositary bank fees and expenses (Meridian Trust Company, N.A.)	[Estimate to be inserted]
Investor relations advisory fees (Bridgeport Investor Relations LLC)	$35,000 per month (12-month initial term commencing upon SEC filing; aggregate: $420,000)
D&O insurance premiums (placed by Clearwater D&O Insurance Brokers Ltd.)	$2,800,000 estimated annual premium
Blue Sky and other state filing fees	[Estimate to be inserted]
Miscellaneous expenses	[Estimate to be inserted]
Total estimated offering expenses (excluding underwriting discount)	[Aggregate to be inserted upon finalization]

USE OF PROCEEDS
Draft prospectus section for inclusion in the Registration Statement on Form F-1 of Halcyon Semiconductor Aktiengesellschaft. Prepared by Calderwood & Harkness LLP, One Liberty Plaza, 42nd Floor, New York, NY 10006. C&H Matter No.: 1032-00003. Draft dated for target first circulation March 9, 2026.
The offering to which this prospectus relates consists of 21,400,000 American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," "we," "us," or "our"). Of the 21,400,000 ADSs offered in this offering, (i) 15,000,000 ADSs (representing 30,000,000 newly issued ordinary shares) are being sold by the Company in a primary offering and (ii) 6,400,000 ADSs (representing 12,800,000 existing ordinary shares) are being sold by the selling shareholders identified below in a secondary offering. The selling shareholders in the secondary offering are Rheintal Industrieholding GmbH, which is selling 4,250,000 ADSs (representing 8,500,000 ordinary shares), and Kestrel Capital Partners AG, which is selling 2,150,000 ADSs (representing 4,300,000 ordinary shares).
Based on an assumed initial public offering price of $42.00 per ADS, which is the midpoint of the estimated price range of $39.00 to $45.00 per ADS as set forth on the cover page of this prospectus, the gross proceeds to the Company from the primary offering would be approximately $630,000,000 (15,000,000 ADSs multiplied by $42.00 per ADS). After deducting the underwriting discount (gross spread) of 3.50%, equal to approximately $22,050,000 on the primary component of the offering ($630,000,000 multiplied by 3.50%), we estimate that the net proceeds to the Company from the primary offering will be approximately $607,950,000, before deducting estimated offering expenses payable by the Company. The estimated offering expenses payable by the Company are described in greater detail below.
We will not receive any of the proceeds from the sale of ADSs by the selling shareholders in the secondary offering. The gross proceeds to the selling shareholders from the secondary component of the offering would be approximately $268,800,000 (6,400,000 ADSs multiplied by $42.00 per ADS), less an underwriting discount of 3.50%, equal to approximately $9,408,000, resulting in aggregate net proceeds to the selling shareholders of approximately $259,392,000. Each selling shareholder will bear its pro rata portion of the underwriting discount attributable to its ADSs sold in the secondary offering.
We have granted the underwriters a 30-day option to purchase up to 3,210,000 additional ADSs (representing 15% of the 21,400,000 ADSs offered in the base offering) at the initial public offering price, less the underwriting discount. If the underwriters exercise the overallotment option in full at the assumed midpoint price of $42.00 per ADS, the additional gross proceeds would be approximately $134,820,000 (3,210,000 ADSs multiplied by $42.00 per ADS), which would increase the maximum total offering size to approximately $1,033,620,000. For additional information regarding the overallotment option, see "— Overallotment Option" below.
A $1.00 increase or decrease in the assumed initial public offering price of $42.00 per ADS would increase or decrease, as applicable, the net proceeds to the Company from the primary offering by approximately $14,475,000 (after deducting the 3.50% underwriting discount), assuming the number of ADSs offered by the Company remains the same and no exercise of the overallotment option.
All amounts set forth in this section are presented in US dollars. Where appropriate, euro-denominated amounts have been translated into US dollars at an assumed exchange rate of €1.00 = $1.078, which was the exchange rate as of January 10, 2026. See "— Currency and Exchange Rate Note" below.
Principal Uses of Net Proceeds
The Company intends to use the estimated net proceeds from the primary offering of approximately $607,950,000 as follows:
Expansion of SiC Fabrication Facility (Fab 3), Dresden — Approximately $280,000,000 (46.1% of Estimated Net Proceeds)
We intend to allocate approximately $280,000,000 of the net proceeds from this offering, representing approximately 46.1% of the estimated net proceeds, to fund the continued expansion and equipping of our silicon carbide ("SiC") fabrication facility known as "Fab 3." Fab 3 is located at the premises of Halcyon Power Solutions GmbH, Königsbrücker Straße 180, 01099 Dresden, Germany. Halcyon Power Solutions GmbH is a wholly owned subsidiary of the Company that operates our SiC fabrication operations, including our existing Fab 2 facility and the Fab 3 facility, which is currently under construction.
Fab 3 is designed to significantly increase the Company's production capacity for advanced SiC power semiconductor devices serving the automotive, industrial, and renewable energy end markets. The SiC power semiconductor market represents one of the fastest-growing segments within the broader power semiconductor industry, driven by accelerating demand for electric vehicle powertrains, high-efficiency industrial motor drives, and solar and wind energy conversion systems. We believe that the expansion of our SiC fabrication capacity through the completion of Fab 3 is critical to our long-term growth strategy and will enable us to meet anticipated customer demand, secure strategic supply agreements with leading automotive and industrial original equipment manufacturers ("OEMs"), and maintain our competitive position.
Specifically, the net proceeds allocated to the Fab 3 expansion will be applied to:
•  completion of cleanroom construction, including high-purity HVAC systems, vibration-isolation infrastructure, and chemical delivery systems;
•  procurement of advanced wafer fabrication equipment, including epitaxial growth reactors, ion implantation tools, high-temperature annealing furnaces, lithography systems, plasma etch tools, and chemical vapor deposition systems;
•  installation, integration, and qualification of fabrication equipment within the Fab 3 facility;
•  process development and transfer costs associated with transitioning our advanced SiC device process flows to the Fab 3 production line; and
•  related facility infrastructure costs, including utilities, waste treatment, and safety systems.
The Company expects Fab 3 to commence initial volume production in the fourth quarter of fiscal year 2027, subject to the timely completion of construction, equipment installation, and process qualification activities. The remaining capital expenditure requirements for the Fab 3 facility beyond the net proceeds allocated from this offering are expected to be funded from operating cash flow generated by the Company's existing operations and from borrowings available under our existing credit facilities. The Company estimates that the total remaining capital expenditure required to complete and fully equip Fab 3, inclusive of the amounts to be funded from this offering, is approximately €550 million to €620 million.
For context, the Company's historical capital expenditure profile reflects our sustained investment in manufacturing capacity and technology development. In fiscal year 2023, the Company's capital expenditures were approximately €680 million. In fiscal year 2024, capital expenditures increased to approximately €750 million. In fiscal year 2025, capital expenditures further increased to approximately €820 million (unaudited). The allocation of offering proceeds to the Fab 3 expansion is consistent with the Company's continued commitment to investing in next-generation manufacturing capacity.
For a more detailed description of the Fab 3 facility and the Company's SiC fabrication strategy, see "Business — Manufacturing Operations — SiC Fabrication Facilities."
Research and Development — Next-Generation GaN Power Devices — Approximately $140,000,000 (23.0% of Estimated Net Proceeds)
We intend to allocate approximately $140,000,000 of the net proceeds from this offering, representing approximately 23.0% of the estimated net proceeds, to fund our research and development activities focused on next-generation gallium nitride ("GaN") power semiconductor devices.
GaN-based power devices offer significant performance advantages over traditional silicon-based power devices, including higher switching frequencies, lower on-resistance, and greater power density, which enable more compact and energy-efficient power conversion systems. We believe that GaN technology will play an increasingly important role across a broad range of end-market applications, including automotive electrification (particularly on-board chargers and DC-DC converters), high-efficiency power conversion in hyperscale data centers and server power supplies, and renewable energy inverter systems for solar and wind installations.
Our R&D expenditures funded from the net proceeds of this offering will be directed toward the following principal programs and technology areas:
•  advanced GaN-on-silicon device architectures, including enhancement-mode high-electron-mobility transistor ("e-HEMT") designs targeting voltage ratings of 100V to 900V for automotive and industrial applications;
•  GaN-on-SiC device architectures for high-power, high-frequency applications, including RF power amplifiers and next-generation power modules for electric vehicle drivetrains;
•  advanced packaging technologies, including chip-scale and embedded-die packaging, designed to optimize thermal performance and minimize parasitic inductance in high-switching-frequency power circuits;
•  application-specific design programs developed in close collaboration with our key automotive and industrial OEM customers, targeting production-qualified GaN power device platforms for volume deployment beginning in fiscal year 2028; and
•  advanced characterization, reliability testing, and qualification programs required to meet stringent automotive-grade (AEC-Q101) and industrial qualification standards.
These R&D activities will be conducted primarily at two locations. The Company's principal R&D center is located at our corporate headquarters in Munich, Germany (Maximilianstraße 72, 80539 Munich), where our device physics, process integration, and advanced packaging teams are based. In addition, significant GaN device design and application engineering activities are conducted at the Company's US subsidiary, Halcyon Semiconductor USA Inc., whose principal office is located at 2500 Augustine Drive, Suite 100, Santa Clara, California 95054. Our US R&D operations benefit from proximity to leading semiconductor equipment suppliers and key customers in Silicon Valley and the broader US technology ecosystem.
All R&D programs described above are overseen by the Company's Chief Technology Officer, Dr. Marcus Helder, who is a co-founder of the Company and holds a PhD in material science from ETH Glenrock Assurance, Switzerland. Dr. Helder has served as CTO since the Company's founding and has over 20 years of experience in compound semiconductor device development. For additional biographical information regarding Dr. Helder, see "Management — Executive Officers."
Repayment of Revolving Credit Facility Tranche — Approximately $100,000,000 (16.5% of Estimated Net Proceeds)
We intend to allocate approximately $100,000,000 of the net proceeds from this offering, representing approximately 16.5% of the estimated net proceeds, to repay a portion of the outstanding indebtedness under the Company's existing revolving credit facility (the "Revolving Credit Facility").
The Revolving Credit Facility was entered into by the Company with a syndicate of financial institutions led by [lead bank to be confirmed]. The Revolving Credit Facility provides for aggregate revolving commitments of up to €[amount to be confirmed] and bears interest at a variable rate equal to [EURIBOR plus a margin of [●] basis points, subject to a leverage-based pricing grid — to be confirmed]. The Revolving Credit Facility has a maturity date of [to be confirmed]. The Revolving Credit Facility contains customary covenants and conditions, including financial covenants related to leverage and interest coverage ratios.
The Company has pursued a consistent deleveraging strategy in recent fiscal years. The Company's total debt declined from approximately €1,180 million as of the end of fiscal year 2023 to approximately €1,020 million as of the end of fiscal year 2024 and further to approximately €890 million as of the end of fiscal year 2025 (unaudited). The Company's net debt position as of the end of fiscal year 2025 was approximately €150 million, based on total debt of approximately €890 million less cash and cash equivalents of approximately €740 million (unaudited). We believe the partial repayment of outstanding borrowings under the Revolving Credit Facility using offering proceeds will further strengthen the Company's balance sheet and reduce interest expense.
Upon repayment of the approximately $100,000,000 (or the euro-equivalent thereof at the applicable exchange rate at the time of repayment), the repaid amounts will become available for re-borrowing under the Revolving Credit Facility, subject to compliance with the terms and conditions thereof, including applicable financial covenants and borrowing conditions. The Company may, in the future, re-borrow amounts under the Revolving Credit Facility as needed to fund capital expenditures, working capital requirements, or for other general corporate purposes.
For a more detailed description of the Revolving Credit Facility and the Company's other indebtedness, see "Description of Certain Indebtedness."
General Corporate Purposes and Working Capital — Approximately $87,950,000 (14.5% of Estimated Net Proceeds)
We intend to allocate the remaining approximately $87,950,000 of the net proceeds from this offering, representing approximately 14.5% of the estimated net proceeds, for general corporate purposes. General corporate purposes may include, but are not limited to, funding working capital requirements, supporting ongoing operational needs, and financing potential strategic acquisitions of, or investments in, complementary businesses, technologies, product lines, or intellectual property, as well as other general business needs that the Company may identify from time to time.
As of the date of this prospectus, the Company has not identified any specific acquisition targets, investment opportunities, or other particular uses for the net proceeds allocated to general corporate purposes. Accordingly, the Company's management will have broad discretion in determining the allocation and application of these proceeds. We will disclose any material allocation of proceeds to specific transactions or purposes in our periodic reports filed with the Securities and Exchange Commission (the "SEC") following the completion of this offering.
Pending the application of the net proceeds as described above, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing instruments, money market funds, certificates of deposit, or US government securities. These investments are intended to preserve capital and maintain liquidity while generating a modest return on the invested amounts.
Use of Proceeds Summary Table
The following table summarizes the Company's intended use of the estimated net proceeds from the primary offering:
The foregoing table is based on an assumed initial public offering price of $42.00 per ADS, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and assumes no exercise of the underwriters' overallotment option. The actual allocation of net proceeds may differ from the amounts set forth in the table above for the reasons described under "— Flexibility and Management Discretion" below.
Proceeds from Selling Shareholders
The Company will not receive any of the proceeds from the sale of the 6,400,000 ADSs being sold by the selling shareholders in the secondary component of this offering.
Rheintal Industrieholding GmbH will receive the net proceeds from the sale of 4,250,000 ADSs (representing 8,500,000 ordinary shares) offered by it in this offering. Based on the assumed initial public offering price of $42.00 per ADS, the gross proceeds to Rheintal Industrieholding GmbH would be approximately $178,500,000, less an underwriting discount of 3.50%, or approximately $6,247,500, resulting in estimated net proceeds of approximately $172,252,500.
Kestrel Capital Partners AG will receive the net proceeds from the sale of 2,150,000 ADSs (representing 4,300,000 ordinary shares) offered by it in this offering. Based on the assumed initial public offering price of $42.00 per ADS, the gross proceeds to Kestrel Capital Partners AG would be approximately $90,300,000, less an underwriting discount of 3.50%, or approximately $3,160,500, resulting in estimated net proceeds of approximately $87,139,500.
In the aggregate, the net proceeds to the selling shareholders from the secondary component of the offering would be approximately $259,392,000, based on aggregate gross proceeds of approximately $268,800,000 less an aggregate underwriting discount of approximately $9,408,000.
The Company has been informed by each of Rheintal Industrieholding GmbH and Kestrel Capital Partners AG that the net proceeds received by such selling shareholder from the sale of ADSs in this offering will be applied for the general investment purposes of such selling shareholder. The Company will have no control over, and assumes no responsibility for, the use of proceeds received by the selling shareholders. For additional information regarding the selling shareholders, including their pre- and post-offering ownership of the Company, see "Principal and Selling Shareholders."
Overallotment Option
The underwriters have been granted an option, exercisable within 30 days following the date of pricing of this offering, to purchase up to 3,210,000 additional ADSs at the initial public offering price, less the underwriting discount. The 3,210,000 additional ADSs subject to the overallotment option represent 15% of the 21,400,000 ADSs offered in the base offering.
If the underwriters exercise the overallotment option in full at the assumed midpoint price of $42.00 per ADS, the additional gross proceeds would be approximately $134,820,000 (3,210,000 ADSs multiplied by $42.00 per ADS). After deducting the underwriting discount of 3.50%, or approximately $4,718,700, the additional net proceeds would be approximately $130,101,300. Whether the additional net proceeds are received by the Company or by the selling shareholders (or a combination thereof) will depend on whether the overallotment option relates to primary shares (newly issued ordinary shares) or secondary shares (existing ordinary shares held by the selling shareholders), as determined at the time of exercise.
To the extent that the Company receives additional net proceeds from the exercise of the overallotment option (i.e., to the extent the option is exercised with respect to primary shares), such additional net proceeds would be used for general corporate purposes and working capital, consistent with the allocation described under "— Principal Uses of Net Proceeds — General Corporate Purposes and Working Capital" above.
For a detailed description of the overallotment option and the underwriting arrangements, see "Underwriting."
Flexibility and Management Discretion
The amounts and timing of the Company's actual expenditures in each of the categories described above will depend on numerous factors, many of which are beyond the Company's control. These factors include, without limitation:
•  the progress, cost, and timeline of the Fab 3 construction and equipment installation program, including the availability and lead times of critical fabrication equipment;
•  the achievement of R&D program milestones for next-generation GaN power devices, including the outcome of technology development, characterization, reliability testing, and qualification activities;
•  prevailing market conditions and demand dynamics in the automotive, industrial, and renewable energy end markets served by the Company's SiC and GaN product portfolios;
•  competitive dynamics in the power semiconductor industry, including pricing trends, new product introductions by competitors, and changes in the supply-demand balance for SiC and GaN devices;
•  changes in interest rates, foreign currency exchange rates, and other macroeconomic conditions that may affect the Company's cost structure or the dollar-equivalent value of euro-denominated expenditures;
•  changes in applicable laws, regulations, or government incentive programs that may affect the Company's capital expenditure or R&D plans, including subsidies or grants under the European Chips Act or similar programs; and
•  other factors described in the "Risk Factors" section of this prospectus.
Accordingly, the Company's management will retain broad discretion in the application of the net proceeds from this offering. The Company may find it necessary or advisable to reallocate the net proceeds within the categories described above, to alter the timing of expenditures within a particular category, or to use portions of the net proceeds for other purposes not presently contemplated, in response to changing business conditions, opportunities, or strategic priorities. Any material reallocation of net proceeds will be disclosed in the Company's periodic reports filed with the SEC.
See "Risk Factors" for a discussion of certain risks that may affect the Company's use of the net proceeds from this offering.
Currency and Exchange Rate Note
All dollar amounts set forth in this "Use of Proceeds" section are based on an assumed offering price at the midpoint of the estimated price range of $42.00 per ADS and an assumed EUR/USD exchange rate of €1.00 = $1.078, which was the exchange rate as of January 10, 2026.
A substantial portion of the Company's expenditures described above, particularly the capital expenditures associated with the Fab 3 expansion in Dresden, Germany, and the R&D expenditures conducted at the Company's Munich headquarters, are denominated in euros. As a result, the actual dollar-equivalent amounts of such expenditures may vary from the amounts set forth above based on the prevailing EUR/USD exchange rate at the time of expenditure. To the extent that the US dollar weakens against the euro, the dollar-equivalent cost of the Company's euro-denominated expenditures would increase, potentially reducing the amount of net proceeds available for other purposes. Conversely, to the extent that the US dollar strengthens against the euro, the dollar-equivalent cost of such expenditures would decrease.
For reference, the Company's total revenue for fiscal year 2025 was approximately €3,820 million (unaudited), which equates to approximately $4,118 million at the assumed exchange rate of €1.00 = $1.078. The Company does not currently hedge its exposure to fluctuations in the EUR/USD exchange rate with respect to anticipated capital expenditures or operating expenses, although it may consider implementing hedging arrangements in the future.
See "Risk Factors — Risks Related to the ADSs and the Offering — Currency fluctuations between the euro and the US dollar could adversely affect the dollar value of our ADSs" for additional information regarding the Company's foreign currency risk.
Underwriting discount Reference
The total underwriting discount (gross spread) for this offering is 3.50% of the aggregate gross proceeds. On the base offering of 21,400,000 ADSs at the assumed midpoint price of $42.00 per ADS, the aggregate gross proceeds would be approximately $898,800,000, and the total underwriting discount on the base offering would be approximately $31,458,000. Of this amount, approximately $22,050,000 would be attributable to the primary offering component, and approximately $9,408,000 would be attributable to the secondary offering component.
The lead left bookrunner for this offering is Westbridge Securities LLC. The joint bookrunners are Pinnacle Morgan & Co., Inc. and Andover Barcliffe Group Inc. The co-manager is Northpointe Capital LLC. For a description of the underwriting arrangements for this offering, including the allocation of the gross spread among the underwriters, stabilization activities, lock-up agreements, and other terms, see "Underwriting."
Estimated Offering Expenses (Other Than Underwriting discount)
In addition to the underwriting discount described above, the Company estimates that it will incur the following expenses in connection with this offering. Except as otherwise noted, all offering expenses set forth below are payable by the Company:
With respect to the financial advisory engagement with Ashton & Burke Advisory GmbH, the Company is obligated to pay (i) a flat advisory fee of €2,500,000 (approximately $2,694,500 at the assumed exchange rate of €1.00 = $1.078) and (ii) a success fee equal to 0.10% of the aggregate gross proceeds of the offering. Based on assumed aggregate gross proceeds of approximately $900,000,000 for the base offering, the success fee would be approximately $900,000 (approximately €835,000 at the assumed exchange rate).
With respect to the depositary bank fees payable to Meridian Trust Company, N.A. in its capacity as depositary under the Deposit Agreement, the Company notes that while the Company will bear certain fees and expenses of the depositary in connection with the establishment of the ADS program and this offering, the annual depositary service fee of $0.05 per ADS per annum is payable by holders of ADSs, not by the Company. For additional information regarding depositary fees, see "Description of American Depositary Shares — Fees and Expenses."
With respect to the Directors' and Officers' liability insurance program, the estimated annual premium of $2,800,000 provides for aggregate coverage of $75,000,000 under a layered program consisting of the following carriers and layers:
•  Primary layer: Thornhill Assurance plc — $15,000,000 limit of liability;
•  First excess layer: Arcadian Indemnity Corp. — $20,000,000 limit of liability, excess of $15,000,000;
•  Second excess layer: Helmsman Re Ltd. — $20,000,000 limit of liability, excess of $35,000,000; and
•  Third excess layer: Nordic Specialty Insurance SE — $20,000,000 limit of liability, excess of $55,000,000.
The D&O insurance program was placed by Clearwater D&O Insurance Brokers Ltd. and is expected to become effective upon the closing of this offering.
All estimated offering expenses set forth above are preliminary and subject to change. The Company will file the final expense amounts in a pre-effective amendment to the Registration Statement or in a report on Form 6-K following the closing of this offering.
Cross-References
For information regarding the effect of this offering on the Company's capitalization, including the increase in the Company's issued and outstanding ordinary shares from 215,000,000 shares (pre-offering) to 245,000,000 shares (post-offering, assuming no exercise of the overallotment option), see "Capitalization."
For information regarding the dilutive effect of this offering on existing shareholders, see "Dilution."
For information regarding the selling shareholders, including the pre- and post-offering ownership of Rheintal Industrieholding GmbH (post-IPO ownership of approximately 16.1%) and Kestrel Capital Partners AG (post-IPO ownership of approximately 6.8%), see "Principal and Selling Shareholders."
For a description of the ADSs and the terms of the Deposit Agreement with Meridian Trust Company, N.A., see "Description of American Depositary Shares."
For details of the underwriting arrangements and allocation of the gross spread among the underwriters, see "Underwriting."
The information contained in this section is based on estimates and assumptions that are subject to change. The actual net proceeds to the Company, the selling shareholders, and the underwriters, and the actual application of such proceeds, may differ materially from the amounts and uses described above. See "Risk Factors" for a discussion of risks that may cause actual results to differ from expectations.
Use of Proceeds Category | Amount ($) | % of Net Proceeds
Expansion of SiC fabrication facility (Fab 3), Dresden | $280,000,000 | 46.1%
R&D — next-generation GaN power devices | $140,000,000 | 23.0%
Repayment of revolving credit facility tranche | $100,000,000 | 16.5%
General corporate purposes / working capital | $87,950,000 | 14.5%
Total estimated net proceeds (primary offering) | $607,950,000 | 100.0%
Expense Category | Estimated Amount
SEC registration fee | [To be calculated based on Rule 457]
Nasdaq Global Select Market listing fee | [To be determined]
FINRA filing fee | [To be calculated]
Printing and EDGAR filing expenses | [Estimate to be inserted]
Legal fees and expenses — US counsel (Calderwood & Harkness LLP) | $3,200,000 – $3,800,000 (estimated)
Legal fees and expenses — German counsel (Bähr Stein Rechtsanwälte) | [Estimate to be inserted]
Accounting fees and expenses (Blackmere & Whitfield LLP / GmbH WPG) | [Estimate to be inserted]
Financial advisory fees (Ashton & Burke Advisory GmbH) | €2,500,000 flat fee plus success fee of 0.10% of gross proceeds (approximately $900,000 / €835,000 on $900,000,000 gross proceeds at the assumed exchange rate)
Transfer agent and registrar fees (Crestfield Transfer Services Inc.) | [Estimate to be inserted]
Depositary bank fees and expenses (Meridian Trust Company, N.A.) | [Estimate to be inserted]
Investor relations advisory fees (Bridgeport Investor Relations LLC) | $35,000 per month (12-month initial term commencing upon SEC filing; aggregate: $420,000)
D&O insurance premiums (placed by Clearwater D&O Insurance Brokers Ltd.) | $2,800,000 estimated annual premium
Blue Sky and other state filing fees | [Estimate to be inserted]
Miscellaneous expenses | [Estimate to be inserted]
Total estimated offering expenses (excluding underwriting discount) | [Aggregate to be inserted upon finalization]

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