As filed with the Securities and Exchange Commission on [●], 2026
Registration No. 333-[●]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Halcyon Semiconductor Aktiengesellschaft (Exact name of Registrant as specified in its charter)
Maximilianstraße 72 80539 Munich, Germany Telephone: +49 (89) [●]
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Halcyon Semiconductor USA Inc. 2500 Augustine Drive, Suite 100 Santa Clara, CA 95054 Telephone: +1 (408) [●]
(Name, address, including zip code, and telephone number, including area code, of agent for service of process)
Copies of all communications, including communications sent to agent for service of process, to:
Legal Entity Identifier (LEI): 5299007KBTVZ3XQHGL48
SEC CIK: To be assigned upon EDGAR filing
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
CALCULATION OF REGISTRATION FEE
(1) Includes 3,210,000 ADSs that may be purchased by the underwriters pursuant to the overallotment option.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(3) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and the fee rate specified in Section 6(b) of the Securities Act, currently set at $[●] per $1,000,000 of the proposed maximum aggregate offering price.
(4) ADSs issuable upon deposit of ordinary shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft with Meridian Trust Company, N.A., as depositary.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated [●], 2026
PROSPECTUS
Halcyon Semiconductor Aktiengesellschaft
21,400,000 American Depositary Shares
Representing 42,800,000 Ordinary Shares (Stammaktien)
This is the initial public offering of American Depositary Shares ("ADSs") in the United States by Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," "we," "us," or "our"). Each ADS represents two ordinary shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft. We are offering 15,000,000 ADSs, representing 30,000,000 newly issued ordinary shares. The selling shareholders identified in this prospectus are offering an additional 6,400,000 ADSs, representing 12,800,000 existing ordinary shares. We will not receive any of the proceeds from the sale of ADSs by the selling shareholders.
The selling shareholders consist of Rheintal Industrieholding GmbH, which is offering 4,250,000 ADSs (representing 8,500,000 ordinary shares), and Kestrel Capital Partners AG, which is offering 2,150,000 ADSs (representing 4,300,000 ordinary shares).
Prior to this offering, there has been no public market for the ADSs in the United States. The estimated initial public offering price is between $39.00 and $45.00 per ADS. Our ordinary shares are currently listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the Prime Standard segment under the symbol "HCY." The closing price of our ordinary shares on the Frankfurt Stock Exchange on [●], 2026 was €[●] per ordinary share. We have applied to list our ADSs on the Nasdaq Global Select Market under the symbol "HCYN."
Following this offering, the Company will be a "foreign private issuer" as defined under the rules of the U.S. Securities and Exchange Commission (the "SEC"). As a foreign private issuer, we will be subject to different reporting and corporate governance requirements than those applicable to U.S. domestic issuers.
The underwriters have the option to purchase up to 3,210,000 additional ADSs from [the Company/selling shareholders] at the initial public offering price less the underwriting discount. This option is exercisable within 30 days of the date of this prospectus.
The ADSs have been issued by Meridian Trust Company, N.A., as depositary, pursuant to a deposit agreement among the Company, the depositary, and all holders and beneficial owners of ADSs. Each ADS represents two ordinary shares (Stammaktien), no par value. Holders of ADSs will be required to pay an annual depositary service fee of $0.05 per ADS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The ADSs will be delivered through the facilities of The Depository Trust Company on or about [July 6], 2026.
The date of this prospectus is [●], 2026.
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PROSPECTUS SUMMARY
The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider before investing in our ADSs. You should carefully read the entire prospectus, including the section entitled "Risk Factors" and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Statement Regarding Forward-Looking Statements."
Overview of Halcyon Semiconductor AG
Halcyon Semiconductor Aktiengesellschaft is a global leader in the design and manufacture of advanced power semiconductor devices. We specialize in silicon carbide ("SiC") and gallium nitride ("GaN") chips for automotive, industrial, and renewable energy applications. Our products enable the electrification of transportation, the modernization of industrial power systems, and the expansion of renewable energy infrastructure worldwide.
We are organized as a German public stock corporation (Aktiengesellschaft) incorporated in the Federal Republic of Germany and registered in Munich, Bavaria (Commercial Register: HRB 217458, Amtsgericht München). Our headquarters are located at Maximilianstraße 72, 80539 Munich, Germany. We were founded in 1997 by Dr. Marcus Helder, who currently serves as our Chief Technology Officer, and Dr. Friedrich Wendt, who serves as our Chief Executive Officer.
Our ordinary shares are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the Prime Standard segment under the symbol "HCY." As of January 10, 2026, our market capitalization was approximately €8.6 billion, based on 215,000,000 outstanding ordinary shares. We employed approximately 8,400 people worldwide as of December 31, 2025.
Our vertically integrated business model encompasses the design, fabrication, assembly, and testing of advanced power semiconductor devices. We operate fabrication facilities in Dresden, Germany through our subsidiary Halcyon Power Solutions GmbH, where our operational Fab 2 facility produces SiC-based power devices and our Fab 3 facility is currently under construction to significantly expand our SiC wafer processing capacity. We also operate a module assembly and testing facility in Brno, Czech Republic through our subsidiary Halcyon Automotive Components s.r.o. Our global commercial presence includes sales and application engineering offices in Santa Clara, California (through Halcyon Semiconductor USA Inc.), Singapore (through Halcyon Asia Pacific Pte. Ltd.), and Shanghai, China (through Halcyon Shanghai Semiconductor Co., Ltd.).
We serve a diversified set of end markets, with our products playing a critical role in the ongoing transition to electrified transportation, higher-efficiency industrial systems, and cleaner energy generation. Our customers include leading automotive original equipment manufacturers ("OEMs"), industrial conglomerates, and renewable energy system integrators across Europe, the Americas, and the Asia-Pacific region.
Competitive Strengths and Strategy
We believe the following competitive strengths differentiate us in the global power semiconductor market and position us for continued growth:
• Technology leadership in SiC and GaN power semiconductors. We have developed proprietary device architectures and fabrication processes that enable our SiC MOSFETs, diodes, and power modules to achieve industry-leading performance in terms of efficiency, thermal management, and reliability. Our GaN power device portfolio addresses high-frequency, high-efficiency applications across industrial and consumer markets.
• Vertically integrated fabrication capabilities. Our ownership and operation of front-end SiC fabrication (Fab 2, Dresden), with Fab 3 under construction to approximately double our SiC wafer capacity, and back-end module assembly and testing (Brno, Czech Republic) provide us with end-to-end control over our manufacturing processes. This vertical integration enhances our ability to ensure product quality, optimize manufacturing yields, and respond quickly to customer requirements.
• Diversified end-market exposure. We generate revenue across the automotive, industrial, and renewable energy sectors, which reduces our dependence on any single end market. Within automotive, we supply SiC-based inverter and charging solutions to electric vehicle platforms. In the industrial segment, we provide power conversion and motor drive solutions. In renewable energy, our products are integrated into solar inverters, wind turbine power systems, and energy storage systems.
• Global operational footprint. Our operations span Germany, the United States, Singapore, China, and the Czech Republic, allowing us to serve customers in close proximity to their design and manufacturing centers. Our global presence facilitates close collaboration with customers and enables us to address regional market opportunities effectively.
• Strong research and development capability. Our R&D efforts are led by our co-founder, Dr. Marcus Helder (PhD, ETH Glenrock Assurance), and supported by a team of approximately 1,200 engineers and scientists across our Munich, Dresden, and Santa Clara facilities. Our ongoing investments in next-generation GaN power device technology, to which we intend to allocate approximately $140,000,000 of our IPO proceeds, are designed to extend our technology leadership and address emerging market opportunities.
• Proven management team with deep industry experience. Our management team, led by Chief Executive Officer Dr. Friedrich Wendt, brings decades of collective experience in the semiconductor industry. Our leadership's track record of navigating industry cycles, executing on capacity expansion plans, and driving innovation positions us well for continued growth.
Our strategy centers on capitalizing on the long-term secular trends driving demand for advanced power semiconductor devices, including the electrification of transportation, the growing need for energy-efficient industrial systems, and the global expansion of renewable energy generation. Key elements of our strategy include:
• Expanding our SiC fabrication capacity through the construction and ramp-up of Fab 3 in Dresden, which we expect to significantly increase our ability to serve growing customer demand;
• Investing in next-generation GaN power device technology to broaden our product portfolio and address new high-growth applications;
• Deepening our relationships with leading automotive OEMs and industrial customers through application-specific engineering support and strategic supply agreements;
• Expanding our geographic reach, particularly in the Asia-Pacific region, through our Singapore and Shanghai operations; and
• Pursuing selective acquisitions and partnerships that complement our existing technology portfolio and market position.
Summary Financial Data
The following table sets forth summary consolidated financial data for the periods indicated. The data for FY2023 and FY2024 has been derived from our audited consolidated financial statements prepared in accordance with IFRS as issued by the IASB, which are included elsewhere in this prospectus. The data for FY2025 has been derived from our unaudited consolidated financial statements and, in the opinion of management, includes all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of our financial position and results of operations for that period. The results for FY2025 are not necessarily indicative of results to be expected for any future period. This data should be read in conjunction with the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Selected Consolidated Financial Data" and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.
(1) EBITDA is a non-IFRS financial measure. We define EBITDA as net income before interest expense (net), income tax expense, depreciation and amortization. See "Selected Consolidated Financial Data" for a reconciliation of EBITDA to net income, the most directly comparable IFRS measure.
(2) Net Debt is defined as total debt less cash and cash equivalents. Net Debt is a non-IFRS financial measure and should not be considered as an alternative to total debt or any other measure of financial position derived in accordance with IFRS.
Our revenue grew at a compound annual growth rate ("CAGR") of approximately 9.0% from FY2023 to FY2025, driven by strong demand for our SiC power devices across automotive and renewable energy applications, as well as improved product mix and increasing fab capacity utilization at our Fab 2 facility in Dresden. Our EBITDA margin expanded from 27.0% in FY2023 to 28.0% in FY2025, reflecting operating leverage from higher revenue, favorable product mix, and ongoing cost optimization initiatives.
As of December 31, 2025, we had total assets of €7,450 million, total debt of €890 million, and cash and cash equivalents of €740 million, resulting in net debt of €150 million. We have significantly deleveraged our balance sheet over the three-year period, reducing net debt from €660 million at December 31, 2023 to €150 million at December 31, 2025.
Capital expenditures totaled €820 million in FY2025, €750 million in FY2024, and €680 million in FY2023, primarily reflecting investments in the construction and equipping of our Fab 3 SiC fabrication facility in Dresden, as well as ongoing maintenance capital expenditures for Fab 2 and our Munich headquarters.
For convenience of the reader, FY2025 revenue of €3,820 million translates to approximately $4,118 million at the exchange rate of €1.00 = $1.078 as published by the European Central Bank on January 10, 2026.
The Offering — Summary Terms
The following is a summary of the principal terms of this offering. For a more complete description of the ADSs and our ordinary shares, see "Description of American Depositary Shares" and "Description of Share Capital and Articles of Association."
Risk Factors Summary
An investment in our ADSs involves a high degree of risk. You should carefully consider the risks described in the section entitled "Risk Factors" beginning on page [●] of this prospectus before making a decision to invest in our ADSs. If any of these risks actually occurs, our business, financial condition, results of operations, and prospects could be materially and adversely affected, the trading price of our ADSs could decline, and you could lose all or part of your investment. Some of the more significant risks include the following:
• Our business depends on continued demand for SiC and GaN power semiconductor devices, which may be affected by technology displacement, changes in customer preferences, or the development of alternative materials or technologies.
• The semiconductor industry is highly cyclical, and fluctuations in demand from our automotive, industrial, and renewable energy customers could adversely affect our revenue and profitability.
• Our planned expansion of Fab 3 in Dresden requires significant capital expenditure and is subject to construction delays, cost overruns, and technology ramp-up risks.
• We face intense competition from both established semiconductor companies and emerging competitors.
• We operate in multiple jurisdictions, including the People's Republic of China, and are subject to geopolitical, regulatory, and trade-related risks.
• The ADSs have no prior public trading history in the United States, and the market price of our ADSs may be volatile.
• As a foreign private issuer, we are exempt from certain SEC rules and Nasdaq corporate governance requirements applicable to U.S. domestic issuers.
• Our principal shareholder, Rheintal Industrieholding GmbH, controlled by the Wendt family, will continue to hold approximately 16.1% of our ordinary shares following this offering, which may influence our corporate governance and strategic decisions.
• Adverse changes in tax laws, including the risk that we could be classified as a passive foreign investment company ("PFIC") for U.S. federal income tax purposes, could have material adverse consequences for U.S. holders of our ADSs.
These and other risks are described in detail under "Risk Factors."
Corporate and Organizational Structure
The following diagram illustrates our simplified corporate and organizational structure as of the date of this prospectus:
[Diagram Placeholder]
Halcyon Semiconductor Aktiengesellschaft (Munich, Germany — parent company)
• Halcyon Semiconductor USA Inc. (Delaware, USA) — 100% owned — US sales, application engineering, and customer support
• Halcyon Power Solutions GmbH (Dresden, Germany) — 100% owned — SiC fabrication (Fab 2 operational; Fab 3 under construction)
• Halcyon Asia Pacific Pte. Ltd. (Singapore) — 100% owned — APAC sales hub and regional distribution
• Halcyon Shanghai Semiconductor Co., Ltd. (Shanghai, PRC) — 100% owned (WFOE) — China sales and engineering center
• Halcyon Automotive Components s.r.o. (Brno, Czech Republic) — 100% owned — Module assembly and testing
RISK FACTORS
Investing in our ADSs involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this prospectus, including the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes thereto, before deciding whether to invest in our ADSs. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations, and prospects. In such case, the trading price of our ADSs could decline and you could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below. See "Cautionary Statement Regarding Forward-Looking Statements."
Risks Related to Halcyon's Business and the Semiconductor Industry
Our business depends on continued market demand for SiC and GaN power semiconductor devices, and any shift in technology preferences or the development of alternative materials could reduce demand for our products.
Our revenue is substantially derived from the sale of silicon carbide ("SiC") and gallium nitride ("GaN") power semiconductor devices. While SiC and GaN technologies are widely recognized as superior to traditional silicon-based solutions for many high-power and high-frequency applications, there can be no assurance that these materials will continue to be the preferred technology platform for our target end markets. The development of alternative wide-bandgap materials, significant improvements in traditional silicon power device performance, or the emergence of entirely new semiconductor technologies could reduce demand for our SiC and GaN products. If we fail to anticipate or adapt to changes in technology preferences, our competitive position, revenue, and profitability could be materially and adversely affected.
The semiconductor industry is inherently cyclical, and downturns in demand from our automotive, industrial, and renewable energy customers could adversely affect our financial performance.
The semiconductor industry has historically been characterized by significant cyclicality, with periods of rapid growth followed by periods of contraction. Our financial results are directly affected by the level of demand from our key end markets, particularly the automotive sector (which is subject to consumer spending patterns, government incentive programs for electric vehicles, and broader macroeconomic conditions), the industrial sector (which is influenced by capital spending cycles and global manufacturing activity), and the renewable energy sector (which depends on government policies, subsidy programs, and energy market dynamics). A downturn in any one or more of these end markets could result in reduced orders, excess inventory, pricing pressure, and underutilization of our fabrication facilities, any of which could materially and adversely affect our revenue, margins, and financial condition.
Our planned expansion of Fab 3 in Dresden requires significant capital expenditure and is subject to execution risks, including construction delays, cost overruns, and the risk that the expanded capacity may not be fully utilized.
We intend to allocate approximately $280,000,000 of the net proceeds from this offering to the expansion of our Fab 3 SiC fabrication facility at Halcyon Power Solutions GmbH in Dresden, Germany. The construction and equipping of Fab 3 is a complex, multi-year project that involves significant execution risks, including the risk of construction delays due to permitting requirements, supply chain disruptions affecting specialty semiconductor manufacturing equipment, labor shortages in the construction sector, and unforeseen technical challenges. The total cost of the Fab 3 expansion may exceed our current estimates, and we may need to seek additional financing to complete the project. Furthermore, even if Fab 3 is completed on time and on budget, there can be no assurance that we will be able to achieve the anticipated manufacturing yields, qualify the facility with our customers in a timely manner, or achieve full utilization of the expanded capacity. If the Fab 3 expansion is delayed, costs more than anticipated, or fails to generate the expected return on investment, our business, financial condition, and results of operations could be materially and adversely affected.
We face intense competition from established and emerging semiconductor companies, and our failure to compete effectively could result in loss of market share, reduced revenue, and lower profitability.
The power semiconductor market is highly competitive and characterized by rapid technological change, evolving industry standards, and intense pricing pressure. We compete with a number of established, well-capitalized semiconductor companies that have significantly greater financial, manufacturing, research and development, marketing, and distribution resources than we do. We also face increasing competition from emerging companies, including companies based in Asia that may benefit from lower manufacturing costs and government subsidies. Our ability to compete effectively depends on a number of factors, including our ability to develop and commercialize innovative products, maintain competitive pricing, achieve high manufacturing yields, deliver products on time, provide superior customer service and application engineering support, and protect our intellectual property. If we fail to compete effectively on any of these dimensions, we could lose market share, experience reduced revenue, and face margin erosion.
We depend on a limited number of large customers in the automotive and industrial sectors, and the loss of any significant customer could materially adversely affect our business.
A significant portion of our revenue is derived from a relatively limited number of large customers, particularly in the automotive sector, where relationships with major OEMs are critical to our business. Our customers typically do not enter into binding long-term purchase commitments, and orders may be canceled or reduced on short notice. The loss of any one or more significant customers, a reduction in orders from such customers, or the inability to develop relationships with new customers could have a material adverse effect on our revenue and financial results. Additionally, our dependence on large customers may subject us to significant pricing pressure and unfavorable contractual terms.
Our manufacturing operations depend on the availability of certain raw materials and specialized equipment, and supply chain disruptions could adversely affect our production capabilities.
Our fabrication processes require the use of high-quality silicon carbide substrates, gallium nitride wafers, and other specialized raw materials and consumables. We also depend on a limited number of suppliers for the advanced semiconductor manufacturing equipment used in our fabrication facilities. The global supply chain for these materials and equipment has been subject to periodic disruptions due to geopolitical tensions, natural disasters, pandemics, and other factors. Any interruption in the supply of critical raw materials or equipment, or any significant increase in the cost of such inputs, could adversely affect our ability to manufacture products on schedule, increase our production costs, and impair our ability to meet customer demand. We cannot assure you that we will be able to secure adequate supplies of all necessary materials and equipment at acceptable prices and on acceptable terms in the future.
Manufacturing defects, quality issues, or yield problems in our power semiconductor products could result in significant costs, damage to our reputation, and loss of customers.
The fabrication of power semiconductor devices involves highly complex processes that must be performed with extreme precision. Despite rigorous quality control measures, our manufacturing processes are susceptible to defects, contamination, and yield variations that may result in products that fail to meet performance specifications or reliability requirements. Product defects or quality issues could result in warranty claims, product recalls, customer dissatisfaction, damage to our reputation, loss of customers, and potential product liability claims. In addition, manufacturing yield problems, particularly during the ramp-up of new fabrication lines such as Fab 3, could significantly increase our per-unit production costs and reduce our profitability.
Rapid technological change in the semiconductor industry requires us to make significant and ongoing investments in research and development, and our failure to develop and commercialize new products could adversely affect our competitive position.
The power semiconductor industry is characterized by rapid technological evolution, with new materials, device architectures, and packaging technologies continuously being developed. We must invest significant resources in research and development to maintain our technology leadership, develop new products that meet evolving customer requirements, and bring those products to market in a timely manner. We plan to allocate approximately $140,000,000 of our IPO proceeds to the development of next-generation GaN power devices. However, there can be no assurance that our R&D investments will result in commercially successful products, that we will be able to develop new products faster than our competitors, or that the markets for our new products will develop as anticipated. If we fail to keep pace with technological change or if our R&D investments do not generate adequate returns, our competitive position and financial performance could suffer.
Our ability to attract and retain highly qualified engineers and technical personnel is critical to our success, and competition for such talent is intense.
Our business depends on the expertise and dedication of our approximately 8,400 employees worldwide, including our engineering and technical personnel who are essential to our product development, manufacturing, and customer support functions. Competition for qualified semiconductor engineers and scientists is intense, particularly in Germany and the United States, where our principal R&D centers are located. Our ability to attract and retain key talent depends on a number of factors, including the competitiveness of our compensation and benefits packages, our corporate culture, our reputation in the industry, and the location of our facilities. The loss of key employees or our inability to hire additional qualified personnel in a timely manner could impair our ability to execute on our strategy and adversely affect our business.
Our intellectual property may be difficult to protect, and we may be subject to claims of intellectual property infringement by third parties.
We rely on a combination of patents, trade secrets, trademarks, and contractual protections to safeguard our intellectual property. However, the steps we take to protect our intellectual property may be insufficient to prevent third parties from misappropriating our proprietary technologies. Enforcement of intellectual property rights can be costly, time-consuming, and uncertain, particularly in jurisdictions with weaker IP protection frameworks. In addition, we may be subject to claims by third parties alleging that our products or manufacturing processes infringe their patents or other intellectual property rights. Defending against such claims, whether or not meritorious, could require significant management attention and financial resources, and an adverse determination could require us to pay damages, obtain licenses on unfavorable terms, or modify our products and processes.
Cybersecurity incidents or disruptions to our information technology systems could compromise our operations, damage our reputation, and result in significant financial and legal consequences.
We rely on sophisticated information technology systems and networks to support our design, manufacturing, supply chain, sales, and administrative functions. Our IT systems may be vulnerable to cyberattacks, including ransomware, phishing, malware, and other forms of unauthorized access, as well as system failures, power outages, natural disasters, and human error. A significant cybersecurity incident or IT system disruption could result in the unauthorized disclosure of confidential information (including proprietary technology, customer data, and employee personal data), disruption to our manufacturing operations, loss of intellectual property, and regulatory penalties. The costs of preventing, mitigating, and recovering from cybersecurity incidents are significant and increasing, and there can be no assurance that our cybersecurity measures will be adequate to prevent all such incidents.
Risks Related to Operations in Multiple Jurisdictions
Our operations in the People's Republic of China expose us to significant regulatory, geopolitical, and trade-related risks.
We operate a sales and engineering center in Shanghai through our wholly foreign-owned enterprise ("WFOE"), Halcyon Shanghai Semiconductor Co., Ltd. Our China operations subject us to a complex and evolving regulatory environment, including risks related to data localization requirements, technology transfer restrictions, government procurement policies, and the enforcement of local laws and regulations. In addition, ongoing geopolitical tensions between China and the United States, as well as between China and the European Union, could adversely affect our ability to conduct business in China, our access to Chinese customers, and the regulatory treatment of our products and operations. Trade restrictions, tariffs, export controls, or sanctions imposed by the United States, the European Union, or China could limit our ability to sell products in or transfer technology to China, and could disrupt our supply chain.
We are subject to export control regulations that restrict the transfer of semiconductor technology, and violations could result in severe penalties.
Our products and technology are subject to export control regulations, including the U.S. Export Administration Regulations ("EAR"), International Traffic in Arms Regulations ("ITAR"), and European Union dual-use export control regulations. These regulations restrict the transfer, export, and re-export of certain semiconductor technologies, products, and technical data to specified countries, entities, and individuals. Compliance with these regulations requires significant resources and management attention, and the regulatory landscape is subject to frequent change. Any violation of applicable export control regulations, whether intentional or inadvertent, could result in severe penalties, including criminal and civil fines, loss of export privileges, debarment from government contracts, and reputational damage. In addition, changes in export control policies or the addition of new countries, entities, or individuals to restricted lists could limit our ability to serve certain customers or markets.
We are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, and any violation of these laws could result in significant penalties and reputational harm.
Our international operations subject us to the U.S. Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act 2010, and other anti-corruption laws and regulations in the jurisdictions in which we operate. These laws generally prohibit the payment of bribes or other improper payments to government officials and other persons in order to obtain or retain business or secure an improper advantage. We have implemented compliance policies and procedures designed to prevent violations of anti-corruption laws, but there can be no assurance that our employees, agents, or business partners will comply with these policies in all cases. A violation of any applicable anti-corruption law could result in significant criminal and civil penalties, including fines, imprisonment, disgorgement of profits, and debarment from government contracts, as well as reputational damage that could adversely affect our business and stock price.
We are subject to sanctions laws and regulations, including those administered by OFAC and the European Union, and any violations could result in severe consequences.
We are subject to economic sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") and the European Union, among others. These sanctions programs restrict our ability to engage in transactions with certain countries, entities, and individuals, and require us to implement screening and compliance procedures. Given our global operations, including in China and other regions where sanctions risks are heightened, the risk of inadvertent violations exists. Any violation of applicable sanctions laws could result in severe penalties, including criminal and civil fines, loss of banking relationships, and significant reputational harm.
We are exposed to foreign currency exchange rate fluctuations, which could adversely affect our reported financial results and the value of our ADSs.
We report our consolidated financial results in euros, while our ADSs will be priced and traded in U.S. dollars. Fluctuations in the EUR/USD exchange rate will directly affect the U.S. dollar value of our reported financial results, dividends, and the trading price of our ADSs. In addition, our subsidiaries in the United States, China, and Singapore have functional currencies other than the euro (U.S. dollars, Chinese yuan, and Singapore dollars, respectively), which exposes us to translational and transactional foreign currency risks. We engage in limited hedging activities to mitigate certain currency exposures, but we cannot eliminate all foreign currency risk. Significant depreciation of the euro relative to the U.S. dollar could reduce the U.S. dollar-equivalent value of our earnings and assets, while significant appreciation of the euro could make our products less competitive in markets priced in other currencies.
We are subject to environmental, health, and safety regulations in multiple jurisdictions, and non-compliance could result in penalties, production disruptions, and remediation costs.
Our semiconductor manufacturing operations involve the use, storage, and disposal of hazardous materials, including chemicals, gases, and waste products. We are subject to extensive environmental, health, and safety regulations in Germany, the European Union, the Czech Republic, the United States, Singapore, and China, among other jurisdictions. These regulations impose requirements relating to environmental permits, air and water emissions, waste management, worker safety, and the handling of hazardous substances. Compliance with these regulations requires significant ongoing expenditures, and more stringent regulations may be adopted in the future. Any failure to comply with applicable environmental, health, and safety regulations could result in penalties, production disruptions, facility closures, remediation costs, and reputational damage.
Political and economic instability in the countries in which we operate could adversely affect our business and operations.
We operate in multiple jurisdictions around the world, including Germany, the United States, the Czech Republic, Singapore, and the People's Republic of China. Political instability, armed conflict, economic downturns, currency crises, changes in government policy, labor unrest, or other adverse developments in any of these countries could disrupt our operations, impair our ability to serve customers, and adversely affect our financial results. In particular, the ongoing geopolitical tensions between major powers and the evolving regulatory environment in the European Union and the United States create uncertainty for companies operating across borders.
Risks Related to the ADSs and the Offering
There has been no prior public market for our ADSs in the United States, and the market price of our ADSs may be volatile and may decline below the initial public offering price.
Prior to this offering, there has been no public market for our ADSs in the United States. The initial public offering price of our ADSs will be determined through negotiations between us, the selling shareholders, and the representatives of the underwriters and may not be indicative of the market price of our ADSs after this offering. The market price of our ADSs could be subject to significant fluctuations in response to numerous factors, many of which are beyond our control, including variations in our actual or anticipated operating results, changes in financial estimates by securities analysts, announcements by our competitors, changes in the market for power semiconductors, geopolitical events, changes in prevailing interest rates, and general market conditions. In addition, the stock markets, and in particular the Nasdaq Global Select Market, have experienced significant price and volume volatility in recent years. Broad market fluctuations may adversely affect the trading price of our ADSs, regardless of our actual operating performance.
Our dual listing on the Frankfurt Stock Exchange and the Nasdaq Global Select Market may result in liquidity fragmentation and arbitrage activity that could increase volatility in the price of our ADSs.
Following this offering, our ordinary shares will continue to be listed and traded on the Frankfurt Stock Exchange, and our ADSs will be listed and traded on the Nasdaq Global Select Market. The existence of two trading markets for our securities may result in fragmented liquidity and could facilitate arbitrage trading between the two markets. Differences in trading hours, settlement conventions, currency denominations, and regulatory frameworks between the Frankfurt Stock Exchange and Nasdaq may create pricing inefficiencies and increase volatility in the market price of both our ordinary shares and our ADSs. In addition, the existence of an active market for our ordinary shares on the Frankfurt Stock Exchange may limit the development of a liquid trading market for our ADSs on Nasdaq.
Holders of ADSs have different rights from direct holders of ordinary shares, and the depositary acts as an intermediary between ADS holders and the Company.
Holders of ADSs are not direct shareholders of Halcyon Semiconductor AG. Instead, they hold interests in ADSs that have been issued by Meridian Trust Company, N.A. as depositary pursuant to the deposit agreement among the Company, the depositary, and all holders and beneficial owners of ADSs. As a result, ADS holders generally may not exercise the rights of ordinary shareholders directly but must instead rely on the depositary to act on their behalf, including with respect to voting at shareholder meetings, receiving dividends and other distributions, and participating in corporate actions. The depositary may not always be able to carry out these functions in a timely or efficient manner, and ADS holders may experience delays or limitations in exercising their rights compared to direct holders of ordinary shares.
The ADS ratio of 1 ADS to 2 ordinary shares may create confusion regarding share price comparisons.
Each ADS represents two ordinary shares of Halcyon Semiconductor AG. As a result, the per-ADS price does not directly correspond to the per-share price of our ordinary shares as traded on the Frankfurt Stock Exchange. Investors comparing the trading prices of our ADSs and our ordinary shares must account for the ADS ratio as well as the applicable EUR/USD exchange rate. This complexity may create confusion and could result in mispricing or misperceptions regarding the relative valuations of our securities on the two exchanges.
As a foreign private issuer, we are exempt from certain SEC rules and Nasdaq corporate governance requirements applicable to U.S. domestic issuers, which may afford less protection to holders of our ADSs.
We qualify as a "foreign private issuer" under the rules of the SEC, and as such, we are exempt from certain SEC rules and regulations applicable to U.S. domestic issuers, including the requirement to file quarterly reports on Form 10-Q, the requirement to file current reports on Form 8-K, the proxy rules under Section 14 of the Exchange Act, and the short-swing profit disclosure and recovery rules under Section 16 of the Exchange Act. In addition, Nasdaq rules permit foreign private issuers to follow their home country corporate governance practices in lieu of certain Nasdaq corporate governance requirements. As a result, holders of our ADSs may receive less information about our business and financial condition than they would receive if we were a U.S. domestic issuer, and our corporate governance practices may differ from those of U.S. companies listed on Nasdaq. We may lose our foreign private issuer status in the future if, among other things, more than 50% of our outstanding voting securities are held by U.S. residents and certain other conditions are met. If we were to lose our foreign private issuer status, we would be required to comply with the full range of SEC reporting and corporate governance requirements applicable to U.S. domestic issuers, which could be costly and time-consuming.
We may be classified as a passive foreign investment company ("PFIC") for U.S. federal income tax purposes, which could result in adverse tax consequences for U.S. holders of our ADSs.
A non-U.S. corporation is classified as a PFIC for U.S. federal income tax purposes in any taxable year in which (i) 75% or more of its gross income consists of "passive income" (the income test) or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income (the asset test). Based on our current and anticipated business operations and financial condition, we believe that we were not a PFIC for our taxable years ended December 31, 2023, December 31, 2024, or December 31, 2025. Our active business operations, including the design, fabrication, and sale of power semiconductor devices, generate income that we believe is not passive income, and we believe that the significant majority of our assets are active assets used in or held for use in our business. However, PFIC status is determined on an annual basis and depends on the composition of our income and assets, which may change. There can be no assurance that we will not be classified as a PFIC in the current or any future taxable year. If we were classified as a PFIC, U.S. holders of our ADSs would be subject to adverse tax consequences, including potential taxation of gains on the sale of ADSs at ordinary income rates rather than capital gains rates, imposition of an interest charge on certain distributions and gains, and additional reporting requirements. See "Taxation — US Federal Income Tax Consequences — Passive Foreign Investment Company Considerations."
Significant concentration of share ownership by Rheintal Industrieholding GmbH and Kestrel Capital Partners AG may influence corporate governance and strategic decisions.
Following the completion of this offering (excluding any exercise of the overallotment option), Rheintal Industrieholding GmbH will hold approximately 39,445,000 ordinary shares, representing approximately 16.1% of our outstanding ordinary shares, and Kestrel Capital Partners AG will hold approximately 16,555,000 ordinary shares, representing approximately 6.8% of our outstanding ordinary shares. Rheintal Industrieholding GmbH is a family holding company of the Wendt family, managed by Margarethe Wendt, who is the sister of our Chief Executive Officer, Dr. Friedrich Wendt. This concentration of ownership, together with the Wendt family's influence through the relationship between the CEO and Rheintal's managing director, may allow these shareholders to exert significant influence over matters submitted to a vote of our shareholders, including the election of members of the Supervisory Board (Aufsichtsrat), the approval of significant corporate transactions, and other key governance decisions. The interests of these shareholders may not always be aligned with the interests of other shareholders or holders of our ADSs.
The selling shareholders are not offering all of their shares in this offering, and their continued significant ownership may influence control of the Company.
In this offering, Rheintal Industrieholding GmbH is selling 8,500,000 ordinary shares (represented by 4,250,000 ADSs) out of its pre-offering holdings of 47,945,000 ordinary shares, and Kestrel Capital Partners AG is selling 4,300,000 ordinary shares (represented by 2,150,000 ADSs) out of its pre-offering holdings of 20,855,000 ordinary shares. Following this offering, Rheintal and Kestrel will continue to hold significant equity positions in the Company. Their continued ownership may influence the outcome of shareholder votes and other corporate actions.
The expiration of lock-up agreements after 180 days may result in substantial sales of ordinary shares and ADSs, which could depress the market price of our ADSs.
All of our directors and executive officers, the Company, and each selling shareholder have agreed, subject to certain exceptions, not to sell, transfer, hedge, or pledge any ordinary shares or ADSs for a period of 180 days following the pricing of this offering (from July 1, 2026 to December 28, 2026). Upon expiration of the lock-up period, all of these shares will become eligible for sale, subject to applicable securities laws and regulations. The sale of a substantial number of ordinary shares or ADSs following the expiration of the lock-up period, or the perception that such sales may occur, could cause the market price of our ADSs to decline significantly.
The overallotment option may result in additional dilution to new investors.
The underwriters have the option, exercisable within 30 days following the date of this prospectus, to purchase up to 3,210,000 additional ADSs. If the overallotment option is exercised in full, the total number of ADSs outstanding following the offering would increase, resulting in additional dilution to new investors who purchase ADSs in this offering.
New investors in this offering will experience immediate and substantial dilution in the net tangible book value of their ADSs.
The initial public offering price of our ADSs is substantially higher than the net tangible book value per ADS. Investors purchasing ADSs in this offering will therefore experience immediate and substantial dilution in net tangible book value. See "Dilution."
Risks Related to Taxation
German withholding tax on dividends could reduce the amounts received by holders of our ADSs.
Under German tax law, dividends paid on our ordinary shares (and thus on our ADSs) are subject to German withholding tax at a statutory rate of 26.375% (consisting of 25% Kapitalertragsteuer plus a 5.5% solidarity surcharge (Solidaritätszuschlag) thereon). U.S. holders of our ADSs may be eligible for a reduced withholding tax rate of 15% under Article 10 of the income tax treaty between the United States and Germany (the "Treaty"), subject to the satisfaction of certain eligibility requirements and procedural conditions. However, there can be no assurance that any particular holder will be eligible for Treaty benefits or that the applicable procedures for claiming a reduced rate will be available in a timely manner. Additionally, even if eligible for the reduced Treaty rate, holders may be required to initially bear the full statutory withholding and then seek a refund of the excess from the German tax authorities, which can be a lengthy and administratively burdensome process.
Changes in tax laws or the interpretation of existing tax laws or treaties could adversely affect our business and the taxation of holders of our ADSs.
Tax laws and regulations in Germany, the United States, and other jurisdictions in which we operate are complex and subject to change, possibly with retroactive effect. Changes in applicable tax laws, regulations, or treaty interpretations, as well as changes in the policies or practices of tax authorities, could increase our effective tax rate, reduce our after-tax income, or adversely affect the tax treatment of holders of our ADSs. In particular, changes to the U.S.-Germany income tax treaty, changes in German dividend withholding tax rates, changes in the rules governing the determination of PFIC status, or the introduction of new taxes or reporting requirements could have a material adverse effect on our business, financial condition, and the returns available to investors in our ADSs.
Risks Related to Regulation and Compliance
We will be required to comply with the Sarbanes-Oxley Act, including Section 404 internal controls requirements, and any failure to maintain effective internal controls could adversely affect our business and the trading price of our ADSs.
Following the completion of this offering, we will be subject to the Sarbanes-Oxley Act of 2002, including its requirements regarding the maintenance of effective internal control over financial reporting. We will be required to include management's assessment of the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2027. Our independent auditors will be required to issue an attestation report on the effectiveness of our internal control over financial reporting (pursuant to Section 404(b) of the Sarbanes-Oxley Act) beginning with our annual report for the fiscal year ending December 31, 2027. If we are unable to maintain effective internal control over financial reporting, or if our independent auditors are unable to provide an unqualified attestation report, we could be subject to regulatory sanctions, loss of investor confidence, and a decline in the trading price of our ADSs.
Our continued listing on the Nasdaq Global Select Market is subject to compliance with Nasdaq's listing requirements, and any failure to maintain compliance could result in delisting.
Our ADSs will be listed on the Nasdaq Global Select Market. Nasdaq has established quantitative and qualitative requirements for continued listing, including minimum bid price, market value, shareholders' equity, and corporate governance standards. If we fail to satisfy these requirements, our ADSs could be subject to delisting, which could significantly reduce the liquidity and marketability of our ADSs, impair our ability to raise capital, and have a material adverse effect on the trading price of our ADSs.
German corporate law and governance requirements may differ from U.S. investor expectations.
We are incorporated and organized under the laws of the Federal Republic of Germany, and our corporate governance is subject to the German Stock Corporation Act (Aktiengesetz) and the German Corporate Governance Code (Deutscher Corporate Governance Kodex). German corporate law imposes requirements and restrictions that differ in significant respects from those applicable to companies incorporated in the United States or other common-law jurisdictions. For example, under German law, we are required to maintain a two-tier board structure consisting of a Management Board (Vorstand) and a Supervisory Board (Aufsichtsrat), which is fundamentally different from the single-tier board structure commonly used by U.S. companies. These structural differences, as well as differences in rules governing shareholder meetings, pre-emptive rights, distributions, and related-party transactions, may be unfamiliar to U.S. investors and may result in less flexibility and fewer protections than investors accustomed to U.S. corporate governance standards might expect.
We are subject to evolving ESG and sustainability reporting requirements, and any failure to meet these requirements or stakeholder expectations could harm our reputation and business.
We are subject to environmental, social, and governance ("ESG") and sustainability reporting requirements in Germany and the European Union, including the EU Corporate Sustainability Reporting Directive and related standards. These requirements are evolving rapidly and may become more extensive and prescriptive over time. In addition, investors, customers, employees, and other stakeholders are increasingly focused on ESG matters and may evaluate our performance based on criteria that extend beyond traditional financial metrics. Any failure to meet applicable ESG reporting requirements or stakeholder expectations could adversely affect our reputation, our relationships with customers and investors, and our access to capital.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We note, however, that the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with an initial public offering. Forward-looking statements include all statements that are not historical facts and can generally be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would," and similar expressions and phrases, or the negative thereof.
These forward-looking statements include, but are not limited to, statements regarding:
• our expectations regarding revenue, expenses, profitability, and other financial and operating results;
• our plans for the expansion of our Fab 3 SiC fabrication facility in Dresden, including the expected cost, timeline, and capacity impact;
• our research and development plans, including our investments in next-generation GaN power devices;
• our expectations regarding market growth and demand for SiC and GaN power semiconductor devices;
• our competitive position and strategy;
• the expected use of proceeds from this offering;
• our plans for international expansion, including our operations in China, Singapore, and other markets;
• our expectations regarding capital expenditure requirements and sources of funding;
• our anticipated financial condition and liquidity;
• our expectations regarding regulatory compliance, including Sarbanes-Oxley and Nasdaq listing requirements;
• our expectations regarding our status as a foreign private issuer and our PFIC status; and
• other statements about our plans, objectives, expectations, and intentions.
These forward-looking statements are based on our current expectations and assumptions about future events and trends, and they are subject to significant risks, uncertainties, and assumpti