1032-00003 · Client 1032 · SEC Correspondence

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CONFIDENTIAL TREATMENT REQUESTED

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 42nd Floor New York, NY 10006

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

April 14, 2026

Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

Attention: Office of Technology

Re: Halcyon Semiconductor Aktiengesellschaft — Confidential Submission of Draft Registration Statement on Form F-1 under the Securities Act of 1933, as amended

Ladies and Gentlemen:

I. Introduction and Purpose

We are Calderwood & Harkness LLP, acting as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," or the "Issuer"), a German stock corporation (Aktiengesellschaft) organized and existing under the laws of the Federal Republic of Germany and registered in Munich, Bavaria (Commercial Register (Handelsregister) No. HRB 217458, maintained at the local court (Amtsgericht) of Munich). We are writing on behalf of the Company in connection with the confidential submission described herein.

On behalf of the Company, we are hereby submitting to the staff (the "Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission" or the "SEC") a confidential draft Registration Statement on Form F-1 (the "Draft Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Company's proposed initial public offering of American Depositary Shares ("ADSs") in the United States.

This submission is made on a confidential, non-public basis pursuant to Section 6(e) of the Securities Act, as added by Section 106 of the Jumpstart Our Business Startups Act (Pub. L. 112-106) (the "JOBS Act"), and is consistent with the requirements set forth in Regulation S-K Item 1601 and the Staff's related guidance regarding confidential review of draft registration statements. This is the Company's initial confidential submission of its Draft Registration Statement; no prior draft submission, confidential or otherwise, has been made to the Commission with respect to the proposed offering, and no public filing of a registration statement under the Securities Act has been made by the Company to date.

The Company confirms that it qualifies as a "foreign private issuer" as that term is defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as more fully described in Section VII below. Accordingly, the Company is eligible to utilize Form F-1 for its registration statement under the Securities Act.

II. Description of the Company

Halcyon Semiconductor AG is a publicly listed German semiconductor company whose ordinary shares (no par value (Stammaktien ohne Nennbetrag)) are currently admitted to trading on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the Prime Standard segment under the ticker symbol "HCY" (FRA: HCY). The Company's registered office and principal executive headquarters are located at Maximilianstraße 72, 80539 Munich, Germany.

Founded in 1997, the Company designs and manufactures advanced power semiconductor devices, with particular expertise in silicon carbide (SiC) and gallium nitride (GaN) chip technologies. The Company's products serve a diverse range of end-markets, including automotive electrification, industrial power management, and renewable energy generation and distribution. The Company operates fabrication facilities in Munich, Dresden, and Villach (Austria), as well as design and application centers in Shanghai, Tokyo, Detroit, and San Jose, and employs approximately 8,400 people worldwide as of the date of this letter.

For the fiscal year ended December 31, 2025 ("FY2025"), the Company's unaudited consolidated revenue was approximately €3.82 billion, with unaudited consolidated EBITDA of approximately €1.07 billion (representing an EBITDA margin of approximately 28.0%). The Company's audited consolidated financial statements for the fiscal years ended December 31, 2023 ("FY2023") and December 31, 2024 ("FY2024"), together with unaudited consolidated financial statements for FY2025, are included in the Draft Registration Statement. Audited financial statements for FY2025 are expected to be included in a subsequent amendment to the Draft Registration Statement.

As of January 10, 2026, the Company had a market capitalization on the Frankfurt Stock Exchange of approximately €8.6 billion. As of such date, the Company had 215,000,000 ordinary shares (Stammaktien), no par value, outstanding. The Company's Legal Entity Identifier (LEI) is 5299007KBTVZ3XQHGL48.

III. Description of the Proposed Offering

The Company proposes to conduct an initial public offering in the United States of ADSs, each of which will represent two (2) ordinary shares (Stammaktien) of the Company (the "ADS Ratio" of 1 ADS to 2 ordinary shares). The offering (the "Offering") will be conducted through the establishment of a Level III American Depositary Receipt ("ADR") program, pursuant to which the ADSs will be registered under the Securities Act and listed for trading on the Nasdaq Global Select Market. Meridian Trust Company, N.A. will serve as the depositary bank (the "Depositary") for the ADR program pursuant to a deposit agreement to be entered into among the Company, the Depositary, and the holders from time to time of the ADSs (the "Deposit Agreement").

The Company currently anticipates that the Offering will consist of the following components:

Primary Component. The Company intends to offer and sell 15,000,000 ADSs (representing 30,000,000 newly issued ordinary shares) for the Company's account, for anticipated gross proceeds of approximately $630,000,000 (based on the midpoint of the estimated ADS price range described below).

Secondary Component. Certain selling shareholders of the Company intend to offer and sell an aggregate of 6,400,000 ADSs (representing 12,800,000 existing ordinary shares), as follows:

• Rheintal Industrieholding GmbH: 4,250,000 ADSs (representing 8,500,000 ordinary shares)

• Kestrel Capital Partners AG: 2,150,000 ADSs (representing 4,300,000 ordinary shares)

Total Base Deal. The total base offering will consist of 21,400,000 ADSs (representing 42,800,000 ordinary shares).

Overallotment Option. The underwriters will be granted an option, exercisable for a period of 30 days following the date of pricing of the Offering, to purchase up to 3,210,000 additional ADSs (representing 15% of the base offering) at the initial public offering price, less the underwriting discounts and commissions, solely to cover overallotments, if any.

The Company currently estimates a proposed ADS price range of $39.00 to $45.00 per ADS. The targeted aggregate gross proceeds of the Offering (assuming full exercise of the overallotment option and pricing at the midpoint of the estimated price range) would be approximately $1,036,200,000. Based on the base deal alone at the midpoint of the estimated price range, targeted aggregate gross proceeds would be approximately $900,900,000.

The Company intends to apply to list the ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN." The Company's ordinary shares will continue to be listed on the Frankfurt Stock Exchange (FRA: HCY), and the Company does not intend to delist its ordinary shares from such exchange.

IV. Underwriting Syndicate

The Offering will be managed by the following syndicate of underwriters:

The aggregate underwriting discount (gross spread) is expected to be 3.50% of the gross proceeds of the Offering. The allocation of the gross spread among the members of the underwriting syndicate will be determined by agreement among the underwriters at or prior to the time of pricing. Westbridge Securities LLC will act as representative of the underwriters (the "Representative") in connection with the Offering.

V. Basis for Confidential Submission

The Company is eligible to submit the Draft Registration Statement on a confidential, non-public basis pursuant to Section 6(e) of the Securities Act, as added by the JOBS Act. As the Staff is aware, effective as of the Commission's 2017 policy expansion (announced June 29, 2017) and subsequently codified in Regulation S-K Item 1601, the Division of Corporation Finance extended the availability of non-public review of draft registration statements to all issuers, including foreign private issuers conducting initial public offerings on Form F-1, regardless of whether such issuers qualify as "emerging growth companies" under the JOBS Act. The Company is submitting its Draft Registration Statement in reliance on such provisions and guidance.

The Company has not previously been subject to the reporting obligations of Section 13(a) or Section 15(d) of the Exchange Act and has not previously filed or been required to file any annual report, current report, or other periodic report with the Commission.

The Company hereby undertakes to publicly file the Registration Statement on Form F-1 (together with all previously submitted confidential draft submissions and any amendments thereto) with the Commission on the EDGAR system not later than fifteen (15) days prior to the commencement of any roadshow in connection with the Offering, in accordance with Section 6(e)(2) of the Securities Act. Based on the Company's current anticipated timeline, the roadshow is targeted to commence on or about June 23, 2026, meaning that the public filing of the Registration Statement on EDGAR is targeted for on or about June 8, 2026.

VI. Contents of the Submission

Enclosed herewith is the Draft Registration Statement on Form F-1, together with all exhibits thereto in their current form. The Draft Registration Statement includes the following principal sections and items:

• Prospectus cover page and prospectus summary

• Risk factors

• Use of proceeds

• Capitalization and dilution

• Selected consolidated financial data

• Management's discussion and analysis of financial condition and results of operations ("MD&A")

• Business description

• Management (including disclosure regarding the Company's Management Board (Vorstand) and Supervisory Board (Aufsichtsrat))

• Principal and selling shareholders

• Related-party transactions

• Description of share capital and articles of association (Satzung)

• Description of American Depositary Shares

• Taxation (including a discussion of United States federal income tax consequences and German tax considerations applicable to holders of the ADSs)

• Underwriting

• All Part II items and exhibits required by Form F-1

With respect to the use of proceeds, the Draft Registration Statement discloses the Company's intended allocation of approximately $607,950,000 in estimated net proceeds to the Company from the primary component of the Offering (after deducting estimated underwriting discounts, commissions, and estimated offering expenses), as follows:

• Approximately $280,000,000 for the expansion of the Company's silicon carbide fabrication facility ("Fab 3") located in Dresden, Germany, including the acquisition of additional manufacturing equipment, cleanroom construction, and related infrastructure;

• Approximately $140,000,000 for research and development expenditures related to the Company's next-generation gallium nitride (GaN) power device platform;

• Approximately $100,000,000 for the repayment of the outstanding tranche under the Company's existing revolving credit facility (entered into with a syndicate of European banks in March 2024); and

• Approximately $87,950,000 for general corporate purposes and working capital.

The Company will not receive any proceeds from the sale of ADSs by the selling shareholders in the secondary component of the Offering.

Financial Statements. The Draft Registration Statement includes the Company's audited consolidated financial statements, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), for each of the fiscal years ended December 31, 2023 (FY2023) and December 31, 2024 (FY2024). In addition, the Draft Registration Statement includes unaudited consolidated financial statements for the fiscal year ended December 31, 2025 (FY2025). Audited consolidated financial statements for FY2025 are currently being finalized and are expected to be included in a subsequent amendment to the Draft Registration Statement prior to public filing. All financial statements have been or will be audited by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Munich, Germany) and Blackmere & Whitfield LLP (New York, New York), which is registered with the Public Company Accounting Oversight Board ("PCAOB").

Preliminary Nature of Certain Information. The Company notes that certain financial data, exhibits, and sections of the Draft Registration Statement remain in preliminary form and are subject to completion, revision, and updating. Such preliminary sections and data are indicated by brackets, blanks, and placeholders throughout the draft. The Company intends to complete all such sections and include all required exhibits in connection with subsequent amendments to the Draft Registration Statement.

VII. Foreign Private Issuer Status

The Company hereby confirms that it qualifies as a "foreign private issuer" within the meaning of Rule 3b-4 under the Exchange Act. Specifically:

(a) More than 50% of the Company's outstanding voting securities are directly or indirectly owned of record by non-residents of the United States as of the most recent practicable date prior to this submission; and

(b) The Company does not meet any of the U.S.-nexus disqualifying conditions set forth in Rule 3b-4(c) under the Exchange Act — namely: (i) a majority of the Company's executive officers and directors are not United States citizens or residents; (ii) more than 50% of the Company's assets are not located in the United States; and (iii) the Company's business is not administered principally in the United States.

As a foreign private issuer, following the effectiveness of the Registration Statement and the listing of the ADSs on the Nasdaq Global Select Market, the Company intends to comply with the periodic reporting requirements applicable to foreign private issuers, including the filing of annual reports on Form 20-F and the furnishing of current reports on Form 6-K with the Commission.

VIII. Concurrent Form F-6 Filing

In connection with the establishment of the ADR program and the registration of the ADSs, the Company and Meridian Trust Company, N.A. (acting as the Depositary) intend to file a separate Registration Statement on Form F-6 under the Securities Act to register the ADSs evidenced by American Depositary Receipts issued thereunder. The Form F-6 is expected to be filed publicly with the Commission on the EDGAR system, and is being prepared concurrently with the finalization of the Draft Registration Statement and the related Deposit Agreement. The Company will coordinate the filing and effectiveness of the Form F-6 with the filing and effectiveness of the Registration Statement on Form F-1.

IX. Advisors and Counsel

The following advisors and counsel are engaged in connection with the proposed Offering:

US Securities Counsel to the Company:

Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Responsible Partner: Vivienne St. Claire C&H Matter Number: 1032-00003

German Counsel to the Company:

Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB Bockenheimer Landstraße 20 60323 Frankfurt am Main, Germany Partner: Dr. Christoph Maurelban

US Counsel to the Underwriters:

Varen & Kessler LLP 51 West 52nd Street New York, NY 10019 Partner: Martin Ashford

German Counsel to the Underwriters:

Prumvane Thornton LLP Neue Mainzer Straße 52 60311 Frankfurt am Main, Germany Partner: Dr. Stefan Braun

Independent Auditors:

Blackmere & Whitfield LLP 7 Times Square New York, NY 10036

Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft Ganghoferstraße 29 80339 Munich, Germany

X. Request for Confidential Treatment

The Company respectfully requests that this Draft Registration Statement, this cover letter, and all correspondence between the Staff and the Company (and its counsel) relating to the Draft Registration Statement be maintained on a confidential, non-public basis in accordance with Section 6(e) of the Securities Act and the applicable guidance of the Staff of the Division of Corporation Finance. The Company acknowledges that all confidentially submitted draft registration statements and related amendments will be required to be publicly filed on the EDGAR system no later than fifteen (15) days before the commencement of any roadshow in connection with the Offering or, in the absence of a roadshow, at least fifteen (15) days before the requested effective date of the Registration Statement, and the Company undertakes to comply with such requirement.

XI. Anticipated Timeline

The Company and its advisors currently anticipate the following indicative timeline for the proposed Offering, which remains subject to change based on the Staff's review and other factors:

The foregoing timeline is indicative and is provided for the Staff's convenience in scheduling its review. The Company understands that the timing of the Staff's review and any comment process is at the Staff's discretion, and the Company will endeavor to respond promptly to any comments received.

XII. Key Contact Information for SEC Correspondence

All correspondence from the Staff in connection with the review of the Draft Registration Statement, including any comment letters, should be directed to the following:

Vivienne St. Claire, Partner Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: (212) 558-4127

Email: vstclaire@calderwoodharkness.com

With a copy to:

Wilhelm Ostermann, General Counsel (Chefjustitiar) Halcyon Semiconductor AG Maximilianstraße 72 80539 Munich, Germany Telephone: +49 (89) 7601-8400

Email: w.ostermann@halcyon-semi.com

XIII. SEC CIK Number and EDGAR Filing Information

The Company's SEC Central Index Key ("CIK") number has not yet been assigned, as the Company has not previously filed any documents with the Commission on the EDGAR system. The Company has submitted the required CIK application (Form ID) to the Commission's EDGAR Filer Management system in advance of this submission and expects to receive its CIK number in due course.

For reference, the Company's wholly-owned U.S. subsidiary, Halcyon Semiconductor USA Inc., holds Employer Identification Number (EIN) 84-3927561.

The Company will coordinate EDGAR filing access, including the designation of authorized filing agents, in connection with the public filing of the Registration Statement on Form F-1 and all related amendments and exhibits.

XIV. Representations

The Company acknowledges the following:

(a) This confidential submission does not constitute a "filed" registration statement under the Securities Act. The Draft Registration Statement will not be deemed filed with the Commission or effective until it is publicly filed on the EDGAR system and subsequently declared effective by the Commission or becomes effective pursuant to Section 8 of the Securities Act.

(b) The Company and its representatives, including its officers and directors and the persons signing the Registration Statement, remain subject to liability under the Securities Act (including Sections 11 and 12 thereof) and the Exchange Act with respect to any material misstatements or omissions contained in the Draft Registration Statement or any amendment thereto, including after the Registration Statement is declared effective.

(c) The Staff's review of the Draft Registration Statement, including the issuance of comments thereon, does not relieve the Company, its officers and directors, the underwriters, or any other person of their respective responsibilities under the federal securities laws, nor does such review constitute an indication that the Commission or the Staff has passed upon the accuracy or adequacy of the disclosure in the Draft Registration Statement.

XV. Closing

We appreciate the Staff's time and attention in reviewing this confidential submission and the enclosed Draft Registration Statement. The Company and Calderwood & Harkness LLP are available to discuss any questions or comments that the Staff may have at the Staff's earliest convenience. We are committed to working cooperatively with the Staff to address any comments promptly and to advance the review process in an efficient manner.

Should you have any questions or require any additional information regarding this submission, please do not hesitate to contact the undersigned, Vivienne St. Claire, at (212) 558-4127 or vstclaire@calderwoodharkness.com.

We thank you for your consideration.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Vivienne St. Claire, Partner

One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: (212) 558-4127

Email: vstclaire@calderwoodharkness.com

cc: (via email)

Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender), Halcyon Semiconductor AG Katarina Dalmqvist, Chief Financial Officer (Finanzvorstand), Halcyon Semiconductor AG Wilhelm Ostermann, General Counsel (Chefjustitiar), Halcyon Semiconductor AG Robert Adeyemi, Partner, Calderwood & Harkness LLP Claire Dempsey, Associate, Calderwood & Harkness LLP Dr. Christoph Maurelban, Partner, Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB Martin Ashford, Partner, Varen & Kessler LLP Jonathan Hartwell, Managing Director, Westbridge Securities LLC Graham Templeton, Partner, Blackmere & Whitfield LLP

Enclosures:

1. Draft Registration Statement on Form F-1 (including all exhibits in draft form)

2. Draft Prospectus (included as Part I of the Draft Registration Statement)

3. Exhibits Index (listing all exhibits to be filed with the Registration Statement, noting those exhibits currently in draft form and those to be filed by subsequent amendment)

Role	Firm	Address
Lead Left Bookrunner and Representative of the Underwriters	Westbridge Securities LLC	383 Madison Avenue, New York, NY 10179
Joint Bookrunner	Pinnacle Morgan & Co., Inc.	200 Park Avenue, New York, NY 10166
Joint Bookrunner	Andover Barcliffe Group Inc.	1251 Avenue of the Americas, New York, NY 10020
Co-Manager	Northpointe Capital LLC	140 Broadway, New York, NY 10005
Milestone	Target Date
Confidential submission of Draft Registration Statement	April 14, 2026 (this submission)
Receipt of Staff comment letter (estimated)	On or about May 12, 2026
Filing of Amendment No. 1 (responsive to Staff comments)	Target May 26, 2026
Public filing of Registration Statement on EDGAR	Target June 8, 2026
Requested effectiveness date of Registration Statement	June 22, 2026
Anticipated roadshow launch	June 23, 2026
Anticipated pricing of the Offering	July 1, 2026
Anticipated closing and settlement (T+2)	July 6, 2026

CONFIDENTIAL TREATMENT REQUESTED
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 42nd Floor New York, NY 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
April 14, 2026
Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Attention: Office of Technology
Re: Halcyon Semiconductor Aktiengesellschaft — Confidential Submission of Draft Registration Statement on Form F-1 under the Securities Act of 1933, as amended
Ladies and Gentlemen:
I. Introduction and Purpose
We are Calderwood & Harkness LLP, acting as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," or the "Issuer"), a German stock corporation (Aktiengesellschaft) organized and existing under the laws of the Federal Republic of Germany and registered in Munich, Bavaria (Commercial Register (Handelsregister) No. HRB 217458, maintained at the local court (Amtsgericht) of Munich). We are writing on behalf of the Company in connection with the confidential submission described herein.
On behalf of the Company, we are hereby submitting to the staff (the "Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission" or the "SEC") a confidential draft Registration Statement on Form F-1 (the "Draft Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Company's proposed initial public offering of American Depositary Shares ("ADSs") in the United States.
This submission is made on a confidential, non-public basis pursuant to Section 6(e) of the Securities Act, as added by Section 106 of the Jumpstart Our Business Startups Act (Pub. L. 112-106) (the "JOBS Act"), and is consistent with the requirements set forth in Regulation S-K Item 1601 and the Staff's related guidance regarding confidential review of draft registration statements. This is the Company's initial confidential submission of its Draft Registration Statement; no prior draft submission, confidential or otherwise, has been made to the Commission with respect to the proposed offering, and no public filing of a registration statement under the Securities Act has been made by the Company to date.
The Company confirms that it qualifies as a "foreign private issuer" as that term is defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as more fully described in Section VII below. Accordingly, the Company is eligible to utilize Form F-1 for its registration statement under the Securities Act.
II. Description of the Company
Halcyon Semiconductor AG is a publicly listed German semiconductor company whose ordinary shares (no par value (Stammaktien ohne Nennbetrag)) are currently admitted to trading on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the Prime Standard segment under the ticker symbol "HCY" (FRA: HCY). The Company's registered office and principal executive headquarters are located at Maximilianstraße 72, 80539 Munich, Germany.
Founded in 1997, the Company designs and manufactures advanced power semiconductor devices, with particular expertise in silicon carbide (SiC) and gallium nitride (GaN) chip technologies. The Company's products serve a diverse range of end-markets, including automotive electrification, industrial power management, and renewable energy generation and distribution. The Company operates fabrication facilities in Munich, Dresden, and Villach (Austria), as well as design and application centers in Shanghai, Tokyo, Detroit, and San Jose, and employs approximately 8,400 people worldwide as of the date of this letter.
For the fiscal year ended December 31, 2025 ("FY2025"), the Company's unaudited consolidated revenue was approximately €3.82 billion, with unaudited consolidated EBITDA of approximately €1.07 billion (representing an EBITDA margin of approximately 28.0%). The Company's audited consolidated financial statements for the fiscal years ended December 31, 2023 ("FY2023") and December 31, 2024 ("FY2024"), together with unaudited consolidated financial statements for FY2025, are included in the Draft Registration Statement. Audited financial statements for FY2025 are expected to be included in a subsequent amendment to the Draft Registration Statement.
As of January 10, 2026, the Company had a market capitalization on the Frankfurt Stock Exchange of approximately €8.6 billion. As of such date, the Company had 215,000,000 ordinary shares (Stammaktien), no par value, outstanding. The Company's Legal Entity Identifier (LEI) is 5299007KBTVZ3XQHGL48.
III. Description of the Proposed Offering
The Company proposes to conduct an initial public offering in the United States of ADSs, each of which will represent two (2) ordinary shares (Stammaktien) of the Company (the "ADS Ratio" of 1 ADS to 2 ordinary shares). The offering (the "Offering") will be conducted through the establishment of a Level III American Depositary Receipt ("ADR") program, pursuant to which the ADSs will be registered under the Securities Act and listed for trading on the Nasdaq Global Select Market. Meridian Trust Company, N.A. will serve as the depositary bank (the "Depositary") for the ADR program pursuant to a deposit agreement to be entered into among the Company, the Depositary, and the holders from time to time of the ADSs (the "Deposit Agreement").
The Company currently anticipates that the Offering will consist of the following components:
Primary Component. The Company intends to offer and sell 15,000,000 ADSs (representing 30,000,000 newly issued ordinary shares) for the Company's account, for anticipated gross proceeds of approximately $630,000,000 (based on the midpoint of the estimated ADS price range described below).
Secondary Component. Certain selling shareholders of the Company intend to offer and sell an aggregate of 6,400,000 ADSs (representing 12,800,000 existing ordinary shares), as follows:
•  Rheintal Industrieholding GmbH: 4,250,000 ADSs (representing 8,500,000 ordinary shares)
•  Kestrel Capital Partners AG: 2,150,000 ADSs (representing 4,300,000 ordinary shares)
Total Base Deal. The total base offering will consist of 21,400,000 ADSs (representing 42,800,000 ordinary shares).
Overallotment Option. The underwriters will be granted an option, exercisable for a period of 30 days following the date of pricing of the Offering, to purchase up to 3,210,000 additional ADSs (representing 15% of the base offering) at the initial public offering price, less the underwriting discounts and commissions, solely to cover overallotments, if any.
The Company currently estimates a proposed ADS price range of $39.00 to $45.00 per ADS. The targeted aggregate gross proceeds of the Offering (assuming full exercise of the overallotment option and pricing at the midpoint of the estimated price range) would be approximately $1,036,200,000. Based on the base deal alone at the midpoint of the estimated price range, targeted aggregate gross proceeds would be approximately $900,900,000.
The Company intends to apply to list the ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN." The Company's ordinary shares will continue to be listed on the Frankfurt Stock Exchange (FRA: HCY), and the Company does not intend to delist its ordinary shares from such exchange.
IV. Underwriting Syndicate
The Offering will be managed by the following syndicate of underwriters:
The aggregate underwriting discount (gross spread) is expected to be 3.50% of the gross proceeds of the Offering. The allocation of the gross spread among the members of the underwriting syndicate will be determined by agreement among the underwriters at or prior to the time of pricing. Westbridge Securities LLC will act as representative of the underwriters (the "Representative") in connection with the Offering.
V. Basis for Confidential Submission
The Company is eligible to submit the Draft Registration Statement on a confidential, non-public basis pursuant to Section 6(e) of the Securities Act, as added by the JOBS Act. As the Staff is aware, effective as of the Commission's 2017 policy expansion (announced June 29, 2017) and subsequently codified in Regulation S-K Item 1601, the Division of Corporation Finance extended the availability of non-public review of draft registration statements to all issuers, including foreign private issuers conducting initial public offerings on Form F-1, regardless of whether such issuers qualify as "emerging growth companies" under the JOBS Act. The Company is submitting its Draft Registration Statement in reliance on such provisions and guidance.
The Company has not previously been subject to the reporting obligations of Section 13(a) or Section 15(d) of the Exchange Act and has not previously filed or been required to file any annual report, current report, or other periodic report with the Commission.
The Company hereby undertakes to publicly file the Registration Statement on Form F-1 (together with all previously submitted confidential draft submissions and any amendments thereto) with the Commission on the EDGAR system not later than fifteen (15) days prior to the commencement of any roadshow in connection with the Offering, in accordance with Section 6(e)(2) of the Securities Act. Based on the Company's current anticipated timeline, the roadshow is targeted to commence on or about June 23, 2026, meaning that the public filing of the Registration Statement on EDGAR is targeted for on or about June 8, 2026.
VI. Contents of the Submission
Enclosed herewith is the Draft Registration Statement on Form F-1, together with all exhibits thereto in their current form. The Draft Registration Statement includes the following principal sections and items:
•  Prospectus cover page and prospectus summary
•  Risk factors
•  Use of proceeds
•  Capitalization and dilution
•  Selected consolidated financial data
•  Management's discussion and analysis of financial condition and results of operations ("MD&A")
•  Business description
•  Management (including disclosure regarding the Company's Management Board (Vorstand) and Supervisory Board (Aufsichtsrat))
•  Principal and selling shareholders
•  Related-party transactions
•  Description of share capital and articles of association (Satzung)
•  Description of American Depositary Shares
•  Taxation (including a discussion of United States federal income tax consequences and German tax considerations applicable to holders of the ADSs)
•  Underwriting
•  All Part II items and exhibits required by Form F-1
With respect to the use of proceeds, the Draft Registration Statement discloses the Company's intended allocation of approximately $607,950,000 in estimated net proceeds to the Company from the primary component of the Offering (after deducting estimated underwriting discounts, commissions, and estimated offering expenses), as follows:
•  Approximately $280,000,000 for the expansion of the Company's silicon carbide fabrication facility ("Fab 3") located in Dresden, Germany, including the acquisition of additional manufacturing equipment, cleanroom construction, and related infrastructure;
•  Approximately $140,000,000 for research and development expenditures related to the Company's next-generation gallium nitride (GaN) power device platform;
•  Approximately $100,000,000 for the repayment of the outstanding tranche under the Company's existing revolving credit facility (entered into with a syndicate of European banks in March 2024); and
•  Approximately $87,950,000 for general corporate purposes and working capital.
The Company will not receive any proceeds from the sale of ADSs by the selling shareholders in the secondary component of the Offering.
Financial Statements. The Draft Registration Statement includes the Company's audited consolidated financial statements, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), for each of the fiscal years ended December 31, 2023 (FY2023) and December 31, 2024 (FY2024). In addition, the Draft Registration Statement includes unaudited consolidated financial statements for the fiscal year ended December 31, 2025 (FY2025). Audited consolidated financial statements for FY2025 are currently being finalized and are expected to be included in a subsequent amendment to the Draft Registration Statement prior to public filing. All financial statements have been or will be audited by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Munich, Germany) and Blackmere & Whitfield LLP (New York, New York), which is registered with the Public Company Accounting Oversight Board ("PCAOB").
Preliminary Nature of Certain Information. The Company notes that certain financial data, exhibits, and sections of the Draft Registration Statement remain in preliminary form and are subject to completion, revision, and updating. Such preliminary sections and data are indicated by brackets, blanks, and placeholders throughout the draft. The Company intends to complete all such sections and include all required exhibits in connection with subsequent amendments to the Draft Registration Statement.
VII. Foreign Private Issuer Status
The Company hereby confirms that it qualifies as a "foreign private issuer" within the meaning of Rule 3b-4 under the Exchange Act. Specifically:
(a) More than 50% of the Company's outstanding voting securities are directly or indirectly owned of record by non-residents of the United States as of the most recent practicable date prior to this submission; and
(b) The Company does not meet any of the U.S.-nexus disqualifying conditions set forth in Rule 3b-4(c) under the Exchange Act — namely: (i) a majority of the Company's executive officers and directors are not United States citizens or residents; (ii) more than 50% of the Company's assets are not located in the United States; and (iii) the Company's business is not administered principally in the United States.
As a foreign private issuer, following the effectiveness of the Registration Statement and the listing of the ADSs on the Nasdaq Global Select Market, the Company intends to comply with the periodic reporting requirements applicable to foreign private issuers, including the filing of annual reports on Form 20-F and the furnishing of current reports on Form 6-K with the Commission.
VIII. Concurrent Form F-6 Filing
In connection with the establishment of the ADR program and the registration of the ADSs, the Company and Meridian Trust Company, N.A. (acting as the Depositary) intend to file a separate Registration Statement on Form F-6 under the Securities Act to register the ADSs evidenced by American Depositary Receipts issued thereunder. The Form F-6 is expected to be filed publicly with the Commission on the EDGAR system, and is being prepared concurrently with the finalization of the Draft Registration Statement and the related Deposit Agreement. The Company will coordinate the filing and effectiveness of the Form F-6 with the filing and effectiveness of the Registration Statement on Form F-1.
IX. Advisors and Counsel
The following advisors and counsel are engaged in connection with the proposed Offering:
US Securities Counsel to the Company:
Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Responsible Partner: Vivienne St. Claire C&H Matter Number: 1032-00003
German Counsel to the Company:
Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB Bockenheimer Landstraße 20 60323 Frankfurt am Main, Germany Partner: Dr. Christoph Maurelban
US Counsel to the Underwriters:
Varen & Kessler LLP 51 West 52nd Street New York, NY 10019 Partner: Martin Ashford
German Counsel to the Underwriters:
Prumvane Thornton LLP Neue Mainzer Straße 52 60311 Frankfurt am Main, Germany Partner: Dr. Stefan Braun
Independent Auditors:
Blackmere & Whitfield LLP 7 Times Square New York, NY 10036
Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft Ganghoferstraße 29 80339 Munich, Germany
X. Request for Confidential Treatment
The Company respectfully requests that this Draft Registration Statement, this cover letter, and all correspondence between the Staff and the Company (and its counsel) relating to the Draft Registration Statement be maintained on a confidential, non-public basis in accordance with Section 6(e) of the Securities Act and the applicable guidance of the Staff of the Division of Corporation Finance. The Company acknowledges that all confidentially submitted draft registration statements and related amendments will be required to be publicly filed on the EDGAR system no later than fifteen (15) days before the commencement of any roadshow in connection with the Offering or, in the absence of a roadshow, at least fifteen (15) days before the requested effective date of the Registration Statement, and the Company undertakes to comply with such requirement.
XI. Anticipated Timeline
The Company and its advisors currently anticipate the following indicative timeline for the proposed Offering, which remains subject to change based on the Staff's review and other factors:
The foregoing timeline is indicative and is provided for the Staff's convenience in scheduling its review. The Company understands that the timing of the Staff's review and any comment process is at the Staff's discretion, and the Company will endeavor to respond promptly to any comments received.
XII. Key Contact Information for SEC Correspondence
All correspondence from the Staff in connection with the review of the Draft Registration Statement, including any comment letters, should be directed to the following:
Vivienne St. Claire, Partner Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: (212) 558-4127
Email: vstclaire@calderwoodharkness.com
With a copy to:
Wilhelm Ostermann, General Counsel (Chefjustitiar) Halcyon Semiconductor AG Maximilianstraße 72 80539 Munich, Germany Telephone: +49 (89) 7601-8400
Email: w.ostermann@halcyon-semi.com
XIII. SEC CIK Number and EDGAR Filing Information
The Company's SEC Central Index Key ("CIK") number has not yet been assigned, as the Company has not previously filed any documents with the Commission on the EDGAR system. The Company has submitted the required CIK application (Form ID) to the Commission's EDGAR Filer Management system in advance of this submission and expects to receive its CIK number in due course.
For reference, the Company's wholly-owned U.S. subsidiary, Halcyon Semiconductor USA Inc., holds Employer Identification Number (EIN) 84-3927561.
The Company will coordinate EDGAR filing access, including the designation of authorized filing agents, in connection with the public filing of the Registration Statement on Form F-1 and all related amendments and exhibits.
XIV. Representations
The Company acknowledges the following:
(a) This confidential submission does not constitute a "filed" registration statement under the Securities Act. The Draft Registration Statement will not be deemed filed with the Commission or effective until it is publicly filed on the EDGAR system and subsequently declared effective by the Commission or becomes effective pursuant to Section 8 of the Securities Act.
(b) The Company and its representatives, including its officers and directors and the persons signing the Registration Statement, remain subject to liability under the Securities Act (including Sections 11 and 12 thereof) and the Exchange Act with respect to any material misstatements or omissions contained in the Draft Registration Statement or any amendment thereto, including after the Registration Statement is declared effective.
(c) The Staff's review of the Draft Registration Statement, including the issuance of comments thereon, does not relieve the Company, its officers and directors, the underwriters, or any other person of their respective responsibilities under the federal securities laws, nor does such review constitute an indication that the Commission or the Staff has passed upon the accuracy or adequacy of the disclosure in the Draft Registration Statement.
XV. Closing
We appreciate the Staff's time and attention in reviewing this confidential submission and the enclosed Draft Registration Statement. The Company and Calderwood & Harkness LLP are available to discuss any questions or comments that the Staff may have at the Staff's earliest convenience. We are committed to working cooperatively with the Staff to address any comments promptly and to advance the review process in an efficient manner.
Should you have any questions or require any additional information regarding this submission, please do not hesitate to contact the undersigned, Vivienne St. Claire, at (212) 558-4127 or vstclaire@calderwoodharkness.com.
We thank you for your consideration.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Vivienne St. Claire, Partner
One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: (212) 558-4127
Email: vstclaire@calderwoodharkness.com
cc: (via email)
Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender), Halcyon Semiconductor AG Katarina Dalmqvist, Chief Financial Officer (Finanzvorstand), Halcyon Semiconductor AG Wilhelm Ostermann, General Counsel (Chefjustitiar), Halcyon Semiconductor AG Robert Adeyemi, Partner, Calderwood & Harkness LLP Claire Dempsey, Associate, Calderwood & Harkness LLP Dr. Christoph Maurelban, Partner, Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB Martin Ashford, Partner, Varen & Kessler LLP Jonathan Hartwell, Managing Director, Westbridge Securities LLC Graham Templeton, Partner, Blackmere & Whitfield LLP
Enclosures:
1.  Draft Registration Statement on Form F-1 (including all exhibits in draft form)
2.  Draft Prospectus (included as Part I of the Draft Registration Statement)
3.  Exhibits Index (listing all exhibits to be filed with the Registration Statement, noting those exhibits currently in draft form and those to be filed by subsequent amendment)
Role | Firm | Address
Lead Left Bookrunner and Representative of the Underwriters | Westbridge Securities LLC | 383 Madison Avenue, New York, NY 10179
Joint Bookrunner | Pinnacle Morgan & Co., Inc. | 200 Park Avenue, New York, NY 10166
Joint Bookrunner | Andover Barcliffe Group Inc. | 1251 Avenue of the Americas, New York, NY 10020
Co-Manager | Northpointe Capital LLC | 140 Broadway, New York, NY 10005
Milestone | Target Date
Confidential submission of Draft Registration Statement | April 14, 2026 (this submission)
Receipt of Staff comment letter (estimated) | On or about May 12, 2026
Filing of Amendment No. 1 (responsive to Staff comments) | Target May 26, 2026
Public filing of Registration Statement on EDGAR | Target June 8, 2026
Requested effectiveness date of Registration Statement | June 22, 2026
Anticipated roadshow launch | June 23, 2026
Anticipated pricing of the Offering | July 1, 2026
Anticipated closing and settlement (T+2) | July 6, 2026

CONFIDENTIAL TREATMENT REQUESTED

CALDERWOOD & HARKNESS LLP

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