1032-00003 · Client 1032 · Transaction Documents/Underwriting

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PRICING AGREEMENT

Relating to

American Depositary Shares

each representing two ordinary shares (Stammaktien), no par value, of

Halcyon Semiconductor Aktiengesellschaft

This Pricing Agreement (this "Pricing Agreement") supplements and forms part of the Underwriting Agreement dated as of [●], 2026 (the "Underwriting Agreement")

July 1, 2026

Westbridge Securities LLC 383 Madison Avenue New York, NY 10179

Attention: Jonathan Hartwell, Managing Director, Global Equity Capital Markets

Ladies and Gentlemen:

Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized under the laws of the Federal Republic of Germany, registered in the Commercial Register (Handelsregister) of the Amtsgericht München under HRB 217458, with its registered office at Maximilianstraße 72, 80539 Munich, Germany (the "Company"),

Rheintal Industrieholding Gesellschaft mit beschränkter Haftung, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, with its registered office at Königsallee 60, 40212 Düsseldorf, Germany ("Rheintal"), and Kestrel Capital Partners Aktiengesellschaft, an Aktiengesellschaft organized under the laws of Switzerland, with its registered office at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland ("Kestrel" and, together with Rheintal, the "Selling Shareholders"),

hereby confirm and agree with Westbridge Securities LLC, as representative (the "Representative") of the several underwriters named in Schedule I hereto (collectively, the "Underwriters"), as follows:

RECITALS

A. Reference is hereby made to the Underwriting Agreement, dated as of [●], 2026 (the "Underwriting Agreement"), among the Company, the Selling Shareholders, and the several Underwriters named therein, for which Westbridge Securities LLC acts as Representative.

B. The Underwriting Agreement provides that its execution shall be evidenced, and the final terms of the offering of American Depositary Shares ("ADSs") shall be established, by the execution and delivery of a Pricing Agreement among the Company, the Selling Shareholders, and the Representative, setting forth, among other things, the public offering price per ADS, the underwriting discount per ADS, and the number of Firm ADSs and Optional ADSs to be purchased by the several Underwriters.

C. The ADSs are American Depositary Shares issued by Meridian Trust Company, National Association ("Meridian Trust" or the "Depositary"), pursuant to the Deposit Agreement dated as of [●], 2026 (the "Deposit Agreement"), among the Company, the Depositary, and the holders and beneficial owners of ADSs issued thereunder. Each ADS represents two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company (the "Ordinary Shares").

D. The ADSs are to be listed on the Nasdaq Global Select Market ("Nasdaq") under the ticker symbol "HCYN," and the Company has received approval for such listing, subject only to official notice of issuance.

E. The Company's Ordinary Shares are currently listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" in the Prime Standard segment (Prime Standard) of the Regulated Market (Regulierter Markt).

F. The offering and sale of the ADSs and the Ordinary Shares represented thereby is registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to (i) a Registration Statement on Form F-1 (File No. 333-[●]) (including any amendments thereto, the "Registration Statement") and (ii) a related Registration Statement on Form F-6 (File No. 333-[●]) (the "Form F-6 Registration Statement"), each filed with the Securities and Exchange Commission (the "SEC").

G. Capitalized terms used but not otherwise defined in this Pricing Agreement shall have the meanings assigned to such terms in the Underwriting Agreement.

SECTION 1: OFFERING TERMS

1.1 Public Offering Price

The public offering price per ADS (the "Public Offering Price") shall be $[●] per ADS. The Public Offering Price falls within the estimated range of $39.00 to $45.00 per ADS as set forth on the cover page of the Prospectus included in the Registration Statement. The approximate midpoint of such range is $42.06 per ADS, and the final Public Offering Price has been determined by negotiations between the Company and the Representative, taking into account the indications of interest received from investors during the bookbuilding process, prevailing market conditions, and the trading price of the Ordinary Shares on the Frankfurt Stock Exchange.

The public offering price per Ordinary Share implied by the ADS ratio is equal to the Public Offering Price divided by two (2). Accordingly, the implied public offering price per Ordinary Share is $[●] ÷ 2 = $[●] per Ordinary Share.

1.2 Underwriting discount

The underwriting discount per ADS (the "Underwriting discount") shall be $[●] per ADS, which represents 3.50% of the Public Offering Price per ADS. At the midpoint price of $42.06 per ADS, the Underwriting discount would be $42.06 × 3.50% = approximately $1.4721 per ADS.

The total Underwriting discount on the Firm ADSs (the base deal, prior to exercise of the Overallotment Option) shall be equal to 21,400,000 ADSs multiplied by the Underwriting discount per ADS, or 21,400,000 × $[●] = $[●] in the aggregate. Based on estimated gross proceeds of $900,000,000 at the midpoint price, the estimated total Underwriting discount on the Firm ADSs would be approximately $31,500,000.

1.3 Net Proceeds

The net proceeds per ADS to the Company with respect to Primary ADSs (as defined in Section 2.1(a) below) shall be equal to the Public Offering Price per ADS less the Underwriting discount per ADS, or $[●] − $[●] = $[●] per ADS.

The net proceeds per ADS to the Selling Shareholders with respect to Secondary ADSs (as defined in Section 2.1(b) below) shall be equal to the Public Offering Price per ADS less the Underwriting discount per ADS, or $[●] − $[●] = $[●] per ADS.

The estimated aggregate net proceeds to the Company from the sale of the Primary ADSs (before deducting offering expenses payable by the Company) shall be approximately $607,950,000, based on estimated gross primary proceeds of $630,000,000 less an estimated Underwriting discount of $22,050,000 (representing 3.50% of such gross primary proceeds).

The estimated aggregate net proceeds to the Selling Shareholders from the sale of the Secondary ADSs (before deducting offering expenses payable by the Selling Shareholders, if any) shall be approximately $260,550,000, based on estimated gross secondary proceeds of $270,000,000 less an estimated Underwriting discount of $9,450,000 (representing 3.50% of such gross secondary proceeds).

The foregoing estimates are provided for reference purposes only and are calculated at the midpoint price of $42.06 per ADS. Actual net proceeds will be determined based on the final Public Offering Price established above.

SECTION 2: SECURITIES TO BE PURCHASED

2.1 Firm ADSs

The total number of ADSs to be sold in the offering on a firm commitment basis shall be 21,400,000 ADSs (the "Firm ADSs"), representing an aggregate of 42,800,000 Ordinary Shares of the Company. The Firm ADSs shall be composed as follows:

(a) Primary ADSs. 15,000,000 ADSs (the "Primary ADSs"), representing 30,000,000 newly issued Ordinary Shares of the Company, shall be sold by the Company. The Ordinary Shares underlying the Primary ADSs shall be newly issued by the Company from its authorized but unissued share capital pursuant to a resolution of the Management Board (Vorstand) of the Company, with the approval of the Supervisory Board (Aufsichtsrat), as described in the Prospectus.

(b) Secondary ADSs. 6,400,000 ADSs (the "Secondary ADSs"), representing 12,800,000 existing Ordinary Shares of the Company, shall be sold by the Selling Shareholders, allocated as follows:

(i) Rheintal Industrieholding Gesellschaft mit beschränkter Haftung shall sell 4,250,000 ADSs, representing 8,500,000 Ordinary Shares; and

(ii) Kestrel Capital Partners Aktiengesellschaft shall sell 2,150,000 ADSs, representing 4,300,000 Ordinary Shares.

The Company shall not receive any proceeds from the sale of the Secondary ADSs. All proceeds from the sale of Secondary ADSs, net of the applicable Underwriting discount, shall be paid to the respective Selling Shareholders.

2.2 Optional ADSs (Overallotment Option)

The Company and/or the Selling Shareholders, as applicable and in such proportions as they may agree (or, failing such agreement, as provided in the Underwriting Agreement), hereby grant to the Underwriters an option (the "Overallotment Option") to purchase up to an additional 3,210,000 ADSs (the "Optional ADSs"), representing 15% of the Firm ADSs (21,400,000 × 15% = 3,210,000). The Optional ADSs represent up to 6,420,000 additional Ordinary Shares.

The Overallotment Option is exercisable, in whole or in part, at any time and from time to time during the thirty (30)-day period following the date of the Underwriting Agreement (such period expiring on July 31, 2026). The Representative may exercise the Overallotment Option by delivering written notice to the Company and the Selling Shareholders specifying the number of Optional ADSs to be purchased and the date on which such Optional ADSs are to be delivered (each such date, an "Additional Closing Date"), which Additional Closing Date shall be no earlier than two (2) business days after the date of such notice and no later than the expiration of the Overallotment Option period.

The purchase price per Optional ADS payable by the Underwriters shall be equal to the Public Offering Price per ADS less the Underwriting discount per ADS, which is the same price per ADS as the purchase price for the Firm ADSs.

If the Overallotment Option is exercised in full at the midpoint price: 3,210,000 × $42.06 = approximately $134,812,600 in additional gross proceeds. The maximum total offering size if the Overallotment Option is exercised in full would be approximately $1,034,812,600, based on the midpoint price.

2.3 ADS Ratio

Each ADS represents two (2) Ordinary Shares (Stammaktien), no par value (Stückaktien), of the Company, issued pursuant to the Deposit Agreement among the Company, Meridian Trust Company, N.A., as Depositary, and the holders and beneficial owners of ADSs issued thereunder. The ADS ratio of 1:2 shall apply to both the Firm ADSs and the Optional ADSs. The Ordinary Shares underlying the ADSs shall be deposited with the Depositary's custodian in Germany in accordance with the terms and conditions of the Deposit Agreement.

SECTION 3: UNDERWRITER ALLOCATIONS

3.1 Schedule I Reference

The number of Firm ADSs to be purchased by each Underwriter is set forth in Schedule I attached hereto and made a part hereof. Each Underwriter, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite its name in Schedule I at a purchase price per ADS equal to the Public Offering Price per ADS less the Underwriting discount per ADS. The obligations of the Underwriters under this Pricing Agreement are several and not joint, and no Underwriter shall be obligated to purchase any Firm ADSs that another Underwriter has failed or refused to purchase, except as may otherwise be provided in the Underwriting Agreement.

3.2 Allocation of Economics

The underwriting economics (gross spread) shall be allocated among the Underwriters as set forth in Schedule I, consistent with the terms and conditions of the Underwriting Agreement and the Agreement Among Underwriters entered into by the Underwriters. The total gross spread on the base deal (i.e., with respect to the Firm ADSs only, and prior to any exercise of the Overallotment Option) shall be $31,500,000, representing 3.50% of $900,000,000 in estimated gross proceeds at the midpoint price. The allocation of the gross spread among management fees, selling concessions, and reallowances shall be as set forth in the Agreement Among Underwriters.

SECTION 4: SELLING SHAREHOLDER ALLOCATIONS

4.1 Schedule II Reference

The number of Firm ADSs (Secondary ADSs) to be sold by each Selling Shareholder, together with the corresponding number of Ordinary Shares to be deposited with the Depositary's custodian in connection therewith, is set forth in Schedule II attached hereto and made a part hereof. Each Selling Shareholder shall be responsible for delivering, or causing to be delivered, the applicable number of Ordinary Shares to the Depositary's custodian in Germany in sufficient time to permit the issuance and delivery of the corresponding Secondary ADSs to the Underwriters on the Closing Date. The allocation of proceeds among the Selling Shareholders shall be as set forth in Schedule II, pro rata based on the number of Secondary ADSs sold by each such Selling Shareholder.

SECTION 5: SETTLEMENT AND CLOSING

5.1 Closing Date

The closing of the purchase and sale of the Firm ADSs (the "Closing Date") shall take place at 10:00 a.m., New York City time, on July 6, 2026 (the second business day following the date of this Pricing Agreement, T+2), or at such other time and date as the Representative and the Company may agree in writing. If the Closing Date is postponed in accordance with the terms of the Underwriting Agreement, references herein to the Closing Date shall be deemed to refer to such postponed date.

The Closing shall take place at the offices of Calderwood & Harkness LLP, One Liberty Plaza, 42nd Floor, New York, NY 10006, or at such other location (including by remote electronic means) as the Representative and the Company may agree.

5.2 Delivery of ADSs

Delivery of the Firm ADSs shall be made through the facilities of The Depository Trust Company ("DTC") in book-entry form against payment of the aggregate purchase price therefor by wire transfer of immediately available funds in United States dollars. The ADSs shall be registered in the name of Cede & Co., as nominee of DTC, or in such other name or names as DTC may direct, for the accounts of the several Underwriters. The ordinary shares underlying the ADSs shall be deposited with the custodian appointed by Meridian Trust Company, N.A. in the Federal Republic of Germany (or such other custodian as may be appointed in accordance with the Deposit Agreement), in accordance with the terms of the Deposit Agreement, on or prior to the Closing Date.

The Company and the Selling Shareholders shall cooperate with the Depositary and the custodian to ensure the timely deposit of the Ordinary Shares and the issuance of the corresponding ADSs so that delivery of the Firm ADSs may be effected through the facilities of DTC on the Closing Date.

5.3 Payment. Payment for the Firm ADSs shall be made by wire transfer of immediately available funds in United States dollars to the accounts designated in writing by the Company and each Selling Shareholder (or their respective agents) not later than two (2) business days prior to the Closing Date. The aggregate purchase price for the Firm ADSs is as follows:

(a) Aggregate purchase price for Primary ADSs (payable to the Company): 15,000,000 × ($[●] − $[●]) = $[●] (estimated approximately $607,950,000 at the midpoint price);

(b) Aggregate purchase price for Secondary ADSs sold by Rheintal Industrieholding GmbH (payable to Rheintal): 4,250,000 × ($[●] − $[●]) = $[●]; and

(c) Aggregate purchase price for Secondary ADSs sold by Kestrel Capital Partners AG (payable to Kestrel): 2,150,000 × ($[●] − $[●]) = $[●].

All payments shall be made in immediately available funds, free and clear of any deduction, withholding, or set-off, except as may be required by applicable law. If any withholding or deduction is required by applicable law, the Underwriters shall provide the Company and the applicable Selling Shareholder with documentation evidencing such withholding and remittance to the applicable taxing authority.

SECTION 6: POST-OFFERING CAPITALIZATION

For reference and confirmation purposes, the following sets forth the anticipated capitalization of the Company immediately following the Closing:

(a) Pre-offering Ordinary Shares outstanding: 215,000,000

(b) New Ordinary Shares to be issued in the offering (Primary ADSs): 30,000,000

(d) Post-offering ownership of Rheintal Industrieholding Gesellschaft mit beschränkter Haftung: approximately 39,445,000 Ordinary Shares, representing approximately 16.1% of the 245,000,000 post-offering Ordinary Shares outstanding (calculated as 47,945,000 pre-offering shares less 8,500,000 shares sold in the offering)

(e) Post-offering ownership of Kestrel Capital Partners Aktiengesellschaft: approximately 16,555,000 Ordinary Shares, representing approximately 6.8% of the 245,000,000 post-offering Ordinary Shares outstanding (calculated as 20,855,000 pre-offering shares less 4,300,000 shares sold in the offering)

(f) Post-offering shares held by the Halcyon Employee Stock Ownership Trust: 6,665,000 Ordinary Shares, representing approximately 2.7% of the 245,000,000 post-offering Ordinary Shares outstanding

The foregoing capitalization figures are presented on a fully diluted basis only with respect to the Ordinary Shares to be newly issued in connection with this offering, and do not give effect to (i) any exercise of the Overallotment Option, (ii) any shares reserved for issuance under the Company's equity incentive plans, stock option plans, or other employee benefit arrangements, or (iii) any other issuances or cancellations of Ordinary Shares that may occur on or after the date hereof. If the Overallotment Option is exercised in full, the total number of post-offering Ordinary Shares outstanding would be 245,000,000 plus up to 6,420,000 additional Ordinary Shares, or up to 251,420,000 Ordinary Shares (assuming all Optional ADSs represent newly issued shares).

SECTION 7: REPRESENTATIONS AND CONFIRMATIONS

7.1 Incorporation of Underwriting Agreement

The Company, each Selling Shareholder, and the Representative hereby confirm that all representations, warranties, covenants, agreements, and indemnities set forth in the Underwriting Agreement are incorporated herein by reference and shall be deemed to have been made as of the date hereof (or, in the case of representations and warranties that speak as of a specified date, as of such specified date). All such representations, warranties, covenants, agreements, and indemnities remain in full force and effect as of the date and time of execution and delivery of this Pricing Agreement and shall continue in full force and effect in accordance with their respective terms as set forth in the Underwriting Agreement.

7.2 No Material Adverse Change

The Company hereby represents and confirms that, as of the date and time of execution and delivery of this Pricing Agreement, there has been no material adverse change in the condition (financial or otherwise), business, properties, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, from that set forth in or contemplated by the Registration Statement and the Prospectus (including any documents incorporated by reference therein). Without limiting the generality of the foregoing, the Company confirms that, since the respective dates as of which information is given in the Registration Statement and the Prospectus, (a) there has been no event, occurrence, development, or state of circumstances or facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Underwriting Agreement), (b) no action, suit, proceeding, inquiry, or investigation has been instituted, threatened, or, to the Company's knowledge, contemplated against or affecting the Company or any of its subsidiaries or any of their respective properties that would reasonably be expected to have a Material Adverse Effect, and (c) neither the Company nor any of its subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction, other than in the ordinary course of business consistent with past practice or as described in the Registration Statement and the Prospectus.

7.3 Registration Statement and Prospectus

The Company hereby confirms the following:

(a) The Registration Statement on Form F-1 (File No. 333-[●]) was filed with the SEC on [●], 2026 and has been declared effective by the SEC on [●], 2026 (target: June 22, 2026). No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted, is pending, or, to the knowledge of the Company, is contemplated or threatened by the SEC.

(b) The final Prospectus (the "Final Prospectus"), including the final Public Offering Price, the Underwriting discount, the number of Firm ADSs and Optional ADSs, and the other terms set forth herein, will be filed with the SEC pursuant to Rule 424(b) of the Securities Act promptly following the execution and delivery of this Pricing Agreement, and in no event later than the second business day following the date hereof (or such earlier time as may be required by the Securities Act and the rules and regulations of the SEC thereunder).

(c) The Registration Statement on Form F-6 (File No. 333-[●]) has been filed with the SEC and declared effective by the SEC. No stop order suspending the effectiveness of the Form F-6 Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, is contemplated or threatened by the SEC.

7.4 Nasdaq Listing

The Company hereby confirms that the ADSs have been approved for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN," subject only to official notice of issuance. The Company has complied with all applicable listing requirements of Nasdaq, including the filing of a listing application and all supporting documentation, and has received no indication from Nasdaq that the listing approval is or may be subject to any condition other than official notice of issuance of the ADSs.

SECTION 8: CONDITIONS

The obligations of the several Underwriters to purchase the Firm ADSs on the Closing Date (and, if applicable, the Optional ADSs on any Additional Closing Date) are subject to the satisfaction or waiver of all conditions precedent set forth in the Underwriting Agreement, including but not limited to the following:

(a) Delivery of officers' certificates, in form and substance reasonably satisfactory to the Representative, executed by Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender), and Katarina Dalmqvist, Chief Financial Officer (Finanzvorstand), of the Company, dated as of the Closing Date (and, if applicable, each Additional Closing Date), certifying as to the matters set forth in the Underwriting Agreement;

(b) Delivery of a secretary's/general counsel's certificate, in form and substance reasonably satisfactory to the Representative, executed by Wilhelm Ostermann, General Counsel and Corporate Secretary of the Company, dated as of the Closing Date, certifying as to the matters set forth in the Underwriting Agreement, including the incumbency and authority of the officers executing this Pricing Agreement and related documents on behalf of the Company;

(c) Delivery of selling shareholder certificates, in form and substance reasonably satisfactory to the Representative, executed by authorized representatives of each Selling Shareholder, as follows:

(i) a certificate executed by Margarethe Wendt, Managing Director (Geschäftsführerin) of Rheintal Industrieholding Gesellschaft mit beschränkter Haftung; and

(ii) a certificate executed by Henrik Sørensen, Managing Partner of Kestrel Capital Partners Aktiengesellschaft;

(d) Delivery of legal opinions and negative assurance letters, in each case dated as of the Closing Date (and, if applicable, each Additional Closing Date), from the following counsel:

(i) Calderwood & Harkness LLP, U.S. counsel to the Company, including (A) a legal opinion as to matters of U.S. federal and New York law, including a validity opinion with respect to the ADSs, and (B) a negative assurance letter (10b-5 letter) with respect to the Registration Statement and the Prospectus;

(ii) Varen & Kessler LLP, U.S. counsel to the Underwriters, including a legal opinion as to matters of U.S. federal and New York law and a negative assurance letter (10b-5 letter) with respect to the Registration Statement and the Prospectus;

(iii) Bähr Stein Rechtsanwälte, German counsel to the Company, including a legal opinion as to matters of German law, including the valid issuance of the Ordinary Shares underlying the Primary ADSs and the corporate authorization of the transactions contemplated hereby; and

(iv) Prumvane Thornton LLP, German counsel to the Underwriters, including a legal opinion as to matters of German law;

(e) Delivery of comfort letters from the Company's independent auditors, Blackmere & Whitfield LLP and Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, in form and substance satisfactory to the Representative, dated as of the date of the Underwriting Agreement and as of the Closing Date (and, if applicable, each Additional Closing Date), containing the statements and information of the type ordinarily included in accountants' comfort letters to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus;

(f) Delivery of a tax opinion from Leonard Cross, partner at Calderwood & Harkness LLP, as to the material U.S. federal income tax consequences of the offering, in form and substance satisfactory to the Representative;

(g) Receipt by the Representative of a letter from the Financial Industry Regulatory Authority, Inc. ("FINRA") confirming that FINRA has no objection to the terms and arrangements of the underwriting as described in the Registration Statement and this Pricing Agreement (the "FINRA no-objections letter");

(h) Continued effectiveness of the Registration Statement on Form F-1 (File No. 333-[●]) and the Registration Statement on Form F-6 (File No. 333-[●]), with no stop order suspending the effectiveness of either Registration Statement having been issued and no proceeding for that purpose having been instituted or threatened by the SEC; and

(i) Approval of the ADSs for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN," subject only to official notice of issuance.

SECTION 9: GOVERNING LAW

This Pricing Agreement and any claim, controversy, or dispute arising under, out of, or in connection with this Pricing Agreement (whether in contract, tort, or otherwise) shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law thereof that would require the application of the law of any other jurisdiction. The governing law of this Pricing Agreement is consistent with the governing law of the Underwriting Agreement. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, in any action or proceeding arising out of or relating to this Pricing Agreement, and each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any such action or proceeding in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum.

SECTION 10: MISCELLANEOUS PROVISIONS

10.1 Counterparts. This Pricing Agreement may be executed in one or more counterparts (including by electronic signature and by transmission of PDF or other electronic copies of executed signature pages), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Pricing Agreement by facsimile, PDF, or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Pricing Agreement.

10.2 Entire Agreement

This Pricing Agreement, together with the Underwriting Agreement (including all schedules, annexes, and exhibits thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether oral or written) relating to such subject matter.

10.3 Amendments. No amendment, modification, or waiver of any provision of this Pricing Agreement shall be effective unless such amendment, modification, or waiver is set forth in a written instrument executed by each of the parties hereto. No failure or delay by any party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

10.4 Headings. The section headings contained in this Pricing Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Pricing Agreement or any provision hereof.

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, whereupon this Pricing Agreement, together with the Underwriting Agreement, shall constitute a binding agreement among the Company, the Selling Shareholders, and the several Underwriters in accordance with its terms.

[Signature Pages Follow]

SIGNATURE PAGE TO PRICING AGREEMENT

Very truly yours,

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

By: ________

Name: Dr. Friedrich Wendt

Title: Chief Executive Officer (Vorstandsvorsitzender)

By: ________

Name: Katarina Dalmqvist

Title: Chief Financial Officer (Finanzvorstand)

SIGNATURE PAGE TO PRICING AGREEMENT

RHEINTAL INDUSTRIEHOLDING GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG

By: ________

Name: Margarethe Wendt

Title: Managing Director (Geschäftsführerin)

KESTREL CAPITAL PARTNERS AKTIENGESELLSCHAFT

By: ________

Name: Henrik Sørensen

Title: Managing Partner

SIGNATURE PAGE TO PRICING AGREEMENT

Accepted and agreed to as of the date first above written:

WESTBRIDGE SECURITIES LLC, as Representative of the several Underwriters named in Schedule I hereto

By: ________

Name: Jonathan Hartwell

Title: Managing Director, Global Equity Capital Markets

SCHEDULE I

UNDERWRITERS AND ALLOCATION OF FIRM ADSs

The following table sets forth the number of Firm ADSs to be purchased by each Underwriter, the percentage of the gross spread allocated to each Underwriter, and the corresponding gross spread amount. Each Underwriter, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite its name below at a purchase price per ADS equal to the Public Offering Price per ADS less the Underwriting discount per ADS.

Note: The number of Firm ADSs to be purchased by each Underwriter is allocated in proportion to such Underwriter's percentage of the gross spread, unless otherwise agreed among the Underwriters pursuant to the Agreement Among Underwriters. The gross spread amounts set forth above are estimated at the midpoint price of $42.06 per ADS and will be adjusted to reflect the final Public Offering Price. In the event that the Overallotment Option is exercised, in whole or in part, each Underwriter shall be obligated to purchase its pro rata share of the Optional ADSs in the same proportion as the number of Firm ADSs set forth opposite such Underwriter's name above bears to the total number of Firm ADSs, unless the Representative otherwise determines.

SCHEDULE II

SELLING SHAREHOLDERS AND ALLOCATION OF SECONDARY ADSs

The following table sets forth the number of Ordinary Shares to be sold by each Selling Shareholder, the corresponding number of Secondary ADSs (based on the ADS ratio of 1 ADS = 2 Ordinary Shares), and the approximate gross proceeds payable to each Selling Shareholder at the midpoint Public Offering Price.

Post-Offering Holdings of the Selling Shareholders:

(a) Rheintal Industrieholding GmbH: Pre-offering holdings of 47,945,000 Ordinary Shares less 8,500,000 Ordinary Shares sold in the offering = 39,445,000 Ordinary Shares, representing approximately 16.1% of 245,000,000 post-offering Ordinary Shares outstanding.

(b) Kestrel Capital Partners AG: Pre-offering holdings of 20,855,000 Ordinary Shares less 4,300,000 Ordinary Shares sold in the offering = 16,555,000 Ordinary Shares, representing approximately 6.8% of 245,000,000 post-offering Ordinary Shares outstanding.

All retained Ordinary Shares of each Selling Shareholder (and any ADSs representing such shares) are subject to the 180-day lock-up set forth in the lock-up agreements executed in favor of Westbridge Securities LLC as Representative of the Underwriters, as described in the Underwriting Agreement and the Prospectus. The lock-up period commences on the date of this Pricing Agreement and expires on December 28, 2026. During the lock-up period, neither Selling Shareholder may, without the prior written consent of Westbridge Securities LLC, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of or transfer, directly or indirectly, any Ordinary Shares or ADSs, or any securities convertible into, exchangeable for, or that represent the right to receive Ordinary Shares or ADSs, or publicly disclose the intention to do any of the foregoing, subject to the exceptions set forth in the lock-up agreements.

ANNEX A

FORM OF FINAL PRICING TERM SHEET

(Free Writing Prospectus filed pursuant to Rule 433 under the Securities Act of 1933)

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Westbridge Securities LLC toll-free at 1-800-555-0199.

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

Pricing Term Sheet

July 1, 2026

Joint Bookrunners:

• Westbridge Securities LLC (Lead Left Bookrunner)

• Pinnacle Morgan & Co., Inc. (Joint Bookrunner)

Co-Managers:

• Andover Barcliffe Group Inc.

• Northpointe Capital LLC

This pricing term sheet is a free writing prospectus as defined in Rule 405 under the Securities Act and is being filed pursuant to Rule 433 under the Securities Act. This pricing term sheet supplements the preliminary prospectus dated [●], 2026 and should be read together with such preliminary prospectus and the registration statement and the other documents that the Issuer has filed with the SEC. The information in this pricing term sheet supersedes the information in the preliminary prospectus to the extent inconsistent therewith.

Any disclaimers or other notices that may appear in connection with the electronic transmission of this pricing term sheet do not constitute a part of this pricing term sheet.

Registration Statement File Nos.: 333-[●] (Form F-1) and 333-[●] (Form F-6)

Underwriter	Number of Firm ADSs	Percentage of Gross Spread	Gross Spread Amount
Westbridge Securities LLC, 383 Madison Avenue, New York, NY 10179	8,560,000	40%	$12,600,000
Pinnacle Morgan & Co., Inc., 200 Park Avenue, New York, NY 10166	6,420,000	30%	$9,450,000
Andover Barcliffe Group Inc., 1251 Avenue of the Americas, New York, NY 10020	4,280,000	20%	$6,300,000
Northpointe Capital LLC, 140 Broadway, New York, NY 10005	2,140,000	10%	$3,150,000
Total	21,400,000	100%	$31,500,000
Selling Shareholder	Ordinary Shares to Be Sold	Number of Secondary ADSs (1 ADS = 2 Shares)	Approximate Gross Proceeds (at Midpoint)
Rheintal Industrieholding GmbH, Königsallee 60, 40212 Düsseldorf, Germany	8,500,000	4,250,000	~$178,755,000
Kestrel Capital Partners AG, Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland	4,300,000	2,150,000	~$90,429,000
Total	12,800,000	6,400,000	~$269,184,000
Term	Detail
Issuer:	Halcyon Semiconductor Aktiengesellschaft
Securities Offered:	American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value, of the Issuer
Firm ADSs Offered:	21,400,000 ADSs
Optional ADSs (Overallotment):	Up to 3,210,000 additional ADSs (15% of Firm ADSs)
ADS Ratio:	1 ADS = 2 Ordinary Shares
Public Offering Price per ADS:	$[●]
Underwriting discount per ADS:	$[●] (3.50% of Public Offering Price)
Proceeds per ADS (before expenses) to Company / Selling Shareholders:	$[●]
Listing (ADSs):	Nasdaq Global Select Market
Ticker Symbol (ADSs):	HCYN
Existing Listing (Ordinary Shares):	Frankfurt Stock Exchange (FRA: HCY), Prime Standard
Depositary:	Meridian Trust Company, National Association
Transfer Agent and Registrar for ADSs:	Crestfield Transfer Services Inc.
Trade Date:	July 1, 2026

Settlement Date:	July 6, 2026 (T+2)
CUSIP:	[●]
ISIN:	[●]
Lock-Up Period:	180 days from pricing (expiring December 28, 2026)
Overallotment Option Expiration:	July 31, 2026 (30 days from pricing)

PRICING AGREEMENT
Relating to
American Depositary Shares
each representing two ordinary shares (Stammaktien), no par value, of
Halcyon Semiconductor Aktiengesellschaft
This Pricing Agreement (this "Pricing Agreement") supplements and forms part of the Underwriting Agreement dated as of [●], 2026 (the "Underwriting Agreement")
July 1, 2026
Westbridge Securities LLC 383 Madison Avenue New York, NY 10179
Attention: Jonathan Hartwell, Managing Director, Global Equity Capital Markets
Ladies and Gentlemen:
Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized under the laws of the Federal Republic of Germany, registered in the Commercial Register (Handelsregister) of the Amtsgericht München under HRB 217458, with its registered office at Maximilianstraße 72, 80539 Munich, Germany (the "Company"),
Rheintal Industrieholding Gesellschaft mit beschränkter Haftung, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, with its registered office at Königsallee 60, 40212 Düsseldorf, Germany ("Rheintal"), and Kestrel Capital Partners Aktiengesellschaft, an Aktiengesellschaft organized under the laws of Switzerland, with its registered office at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland ("Kestrel" and, together with Rheintal, the "Selling Shareholders"),
hereby confirm and agree with Westbridge Securities LLC, as representative (the "Representative") of the several underwriters named in Schedule I hereto (collectively, the "Underwriters"), as follows:
RECITALS
A. Reference is hereby made to the Underwriting Agreement, dated as of [●], 2026 (the "Underwriting Agreement"), among the Company, the Selling Shareholders, and the several Underwriters named therein, for which Westbridge Securities LLC acts as Representative.
B. The Underwriting Agreement provides that its execution shall be evidenced, and the final terms of the offering of American Depositary Shares ("ADSs") shall be established, by the execution and delivery of a Pricing Agreement among the Company, the Selling Shareholders, and the Representative, setting forth, among other things, the public offering price per ADS, the underwriting discount per ADS, and the number of Firm ADSs and Optional ADSs to be purchased by the several Underwriters.
C. The ADSs are American Depositary Shares issued by Meridian Trust Company, National Association ("Meridian Trust" or the "Depositary"), pursuant to the Deposit Agreement dated as of [●], 2026 (the "Deposit Agreement"), among the Company, the Depositary, and the holders and beneficial owners of ADSs issued thereunder. Each ADS represents two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company (the "Ordinary Shares").
D. The ADSs are to be listed on the Nasdaq Global Select Market ("Nasdaq") under the ticker symbol "HCYN," and the Company has received approval for such listing, subject only to official notice of issuance.
E. The Company's Ordinary Shares are currently listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" in the Prime Standard segment (Prime Standard) of the Regulated Market (Regulierter Markt).
F. The offering and sale of the ADSs and the Ordinary Shares represented thereby is registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to (i) a Registration Statement on Form F-1 (File No. 333-[●]) (including any amendments thereto, the "Registration Statement") and (ii) a related Registration Statement on Form F-6 (File No. 333-[●]) (the "Form F-6 Registration Statement"), each filed with the Securities and Exchange Commission (the "SEC").
G. Capitalized terms used but not otherwise defined in this Pricing Agreement shall have the meanings assigned to such terms in the Underwriting Agreement.
SECTION 1: OFFERING TERMS
1.1 Public Offering Price
The public offering price per ADS (the "Public Offering Price") shall be $[●] per ADS. The Public Offering Price falls within the estimated range of $39.00 to $45.00 per ADS as set forth on the cover page of the Prospectus included in the Registration Statement. The approximate midpoint of such range is $42.06 per ADS, and the final Public Offering Price has been determined by negotiations between the Company and the Representative, taking into account the indications of interest received from investors during the bookbuilding process, prevailing market conditions, and the trading price of the Ordinary Shares on the Frankfurt Stock Exchange.
The public offering price per Ordinary Share implied by the ADS ratio is equal to the Public Offering Price divided by two (2). Accordingly, the implied public offering price per Ordinary Share is $[●] ÷ 2 = $[●] per Ordinary Share.
1.2 Underwriting discount
The underwriting discount per ADS (the "Underwriting discount") shall be $[●] per ADS, which represents 3.50% of the Public Offering Price per ADS. At the midpoint price of $42.06 per ADS, the Underwriting discount would be $42.06 × 3.50% = approximately $1.4721 per ADS.
The total Underwriting discount on the Firm ADSs (the base deal, prior to exercise of the Overallotment Option) shall be equal to 21,400,000 ADSs multiplied by the Underwriting discount per ADS, or 21,400,000 × $[●] = $[●] in the aggregate. Based on estimated gross proceeds of $900,000,000 at the midpoint price, the estimated total Underwriting discount on the Firm ADSs would be approximately $31,500,000.
1.3 Net Proceeds
The net proceeds per ADS to the Company with respect to Primary ADSs (as defined in Section 2.1(a) below) shall be equal to the Public Offering Price per ADS less the Underwriting discount per ADS, or $[●] − $[●] = $[●] per ADS.
The net proceeds per ADS to the Selling Shareholders with respect to Secondary ADSs (as defined in Section 2.1(b) below) shall be equal to the Public Offering Price per ADS less the Underwriting discount per ADS, or $[●] − $[●] = $[●] per ADS.
The estimated aggregate net proceeds to the Company from the sale of the Primary ADSs (before deducting offering expenses payable by the Company) shall be approximately $607,950,000, based on estimated gross primary proceeds of $630,000,000 less an estimated Underwriting discount of $22,050,000 (representing 3.50% of such gross primary proceeds).
The estimated aggregate net proceeds to the Selling Shareholders from the sale of the Secondary ADSs (before deducting offering expenses payable by the Selling Shareholders, if any) shall be approximately $260,550,000, based on estimated gross secondary proceeds of $270,000,000 less an estimated Underwriting discount of $9,450,000 (representing 3.50% of such gross secondary proceeds).
The foregoing estimates are provided for reference purposes only and are calculated at the midpoint price of $42.06 per ADS. Actual net proceeds will be determined based on the final Public Offering Price established above.
SECTION 2: SECURITIES TO BE PURCHASED
2.1 Firm ADSs
The total number of ADSs to be sold in the offering on a firm commitment basis shall be 21,400,000 ADSs (the "Firm ADSs"), representing an aggregate of 42,800,000 Ordinary Shares of the Company. The Firm ADSs shall be composed as follows:
(a) Primary ADSs. 15,000,000 ADSs (the "Primary ADSs"), representing 30,000,000 newly issued Ordinary Shares of the Company, shall be sold by the Company. The Ordinary Shares underlying the Primary ADSs shall be newly issued by the Company from its authorized but unissued share capital pursuant to a resolution of the Management Board (Vorstand) of the Company, with the approval of the Supervisory Board (Aufsichtsrat), as described in the Prospectus.
(b) Secondary ADSs. 6,400,000 ADSs (the "Secondary ADSs"), representing 12,800,000 existing Ordinary Shares of the Company, shall be sold by the Selling Shareholders, allocated as follows:
(i) Rheintal Industrieholding Gesellschaft mit beschränkter Haftung shall sell 4,250,000 ADSs, representing 8,500,000 Ordinary Shares; and
(ii) Kestrel Capital Partners Aktiengesellschaft shall sell 2,150,000 ADSs, representing 4,300,000 Ordinary Shares.
The Company shall not receive any proceeds from the sale of the Secondary ADSs. All proceeds from the sale of Secondary ADSs, net of the applicable Underwriting discount, shall be paid to the respective Selling Shareholders.
2.2 Optional ADSs (Overallotment Option)
The Company and/or the Selling Shareholders, as applicable and in such proportions as they may agree (or, failing such agreement, as provided in the Underwriting Agreement), hereby grant to the Underwriters an option (the "Overallotment Option") to purchase up to an additional 3,210,000 ADSs (the "Optional ADSs"), representing 15% of the Firm ADSs (21,400,000 × 15% = 3,210,000). The Optional ADSs represent up to 6,420,000 additional Ordinary Shares.
The Overallotment Option is exercisable, in whole or in part, at any time and from time to time during the thirty (30)-day period following the date of the Underwriting Agreement (such period expiring on July 31, 2026). The Representative may exercise the Overallotment Option by delivering written notice to the Company and the Selling Shareholders specifying the number of Optional ADSs to be purchased and the date on which such Optional ADSs are to be delivered (each such date, an "Additional Closing Date"), which Additional Closing Date shall be no earlier than two (2) business days after the date of such notice and no later than the expiration of the Overallotment Option period.
The purchase price per Optional ADS payable by the Underwriters shall be equal to the Public Offering Price per ADS less the Underwriting discount per ADS, which is the same price per ADS as the purchase price for the Firm ADSs.
If the Overallotment Option is exercised in full at the midpoint price: 3,210,000 × $42.06 = approximately $134,812,600 in additional gross proceeds. The maximum total offering size if the Overallotment Option is exercised in full would be approximately $1,034,812,600, based on the midpoint price.
2.3 ADS Ratio
Each ADS represents two (2) Ordinary Shares (Stammaktien), no par value (Stückaktien), of the Company, issued pursuant to the Deposit Agreement among the Company, Meridian Trust Company, N.A., as Depositary, and the holders and beneficial owners of ADSs issued thereunder. The ADS ratio of 1:2 shall apply to both the Firm ADSs and the Optional ADSs. The Ordinary Shares underlying the ADSs shall be deposited with the Depositary's custodian in Germany in accordance with the terms and conditions of the Deposit Agreement.
SECTION 3: UNDERWRITER ALLOCATIONS
3.1 Schedule I Reference
The number of Firm ADSs to be purchased by each Underwriter is set forth in Schedule I attached hereto and made a part hereof. Each Underwriter, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite its name in Schedule I at a purchase price per ADS equal to the Public Offering Price per ADS less the Underwriting discount per ADS. The obligations of the Underwriters under this Pricing Agreement are several and not joint, and no Underwriter shall be obligated to purchase any Firm ADSs that another Underwriter has failed or refused to purchase, except as may otherwise be provided in the Underwriting Agreement.
3.2 Allocation of Economics
The underwriting economics (gross spread) shall be allocated among the Underwriters as set forth in Schedule I, consistent with the terms and conditions of the Underwriting Agreement and the Agreement Among Underwriters entered into by the Underwriters. The total gross spread on the base deal (i.e., with respect to the Firm ADSs only, and prior to any exercise of the Overallotment Option) shall be $31,500,000, representing 3.50% of $900,000,000 in estimated gross proceeds at the midpoint price. The allocation of the gross spread among management fees, selling concessions, and reallowances shall be as set forth in the Agreement Among Underwriters.
SECTION 4: SELLING SHAREHOLDER ALLOCATIONS
4.1 Schedule II Reference
The number of Firm ADSs (Secondary ADSs) to be sold by each Selling Shareholder, together with the corresponding number of Ordinary Shares to be deposited with the Depositary's custodian in connection therewith, is set forth in Schedule II attached hereto and made a part hereof. Each Selling Shareholder shall be responsible for delivering, or causing to be delivered, the applicable number of Ordinary Shares to the Depositary's custodian in Germany in sufficient time to permit the issuance and delivery of the corresponding Secondary ADSs to the Underwriters on the Closing Date. The allocation of proceeds among the Selling Shareholders shall be as set forth in Schedule II, pro rata based on the number of Secondary ADSs sold by each such Selling Shareholder.
SECTION 5: SETTLEMENT AND CLOSING
5.1 Closing Date
The closing of the purchase and sale of the Firm ADSs (the "Closing Date") shall take place at 10:00 a.m., New York City time, on July 6, 2026 (the second business day following the date of this Pricing Agreement, T+2), or at such other time and date as the Representative and the Company may agree in writing. If the Closing Date is postponed in accordance with the terms of the Underwriting Agreement, references herein to the Closing Date shall be deemed to refer to such postponed date.
The Closing shall take place at the offices of Calderwood & Harkness LLP, One Liberty Plaza, 42nd Floor, New York, NY 10006, or at such other location (including by remote electronic means) as the Representative and the Company may agree.
5.2 Delivery of ADSs
Delivery of the Firm ADSs shall be made through the facilities of The Depository Trust Company ("DTC") in book-entry form against payment of the aggregate purchase price therefor by wire transfer of immediately available funds in United States dollars. The ADSs shall be registered in the name of Cede & Co., as nominee of DTC, or in such other name or names as DTC may direct, for the accounts of the several Underwriters. The ordinary shares underlying the ADSs shall be deposited with the custodian appointed by Meridian Trust Company, N.A. in the Federal Republic of Germany (or such other custodian as may be appointed in accordance with the Deposit Agreement), in accordance with the terms of the Deposit Agreement, on or prior to the Closing Date.
The Company and the Selling Shareholders shall cooperate with the Depositary and the custodian to ensure the timely deposit of the Ordinary Shares and the issuance of the corresponding ADSs so that delivery of the Firm ADSs may be effected through the facilities of DTC on the Closing Date.
5.3 Payment.  Payment for the Firm ADSs shall be made by wire transfer of immediately available funds in United States dollars to the accounts designated in writing by the Company and each Selling Shareholder (or their respective agents) not later than two (2) business days prior to the Closing Date. The aggregate purchase price for the Firm ADSs is as follows:
(a) Aggregate purchase price for Primary ADSs (payable to the Company): 15,000,000 × ($[●] − $[●]) = $[●] (estimated approximately $607,950,000 at the midpoint price);
(b) Aggregate purchase price for Secondary ADSs sold by Rheintal Industrieholding GmbH (payable to Rheintal): 4,250,000 × ($[●] − $[●]) = $[●]; and
(c) Aggregate purchase price for Secondary ADSs sold by Kestrel Capital Partners AG (payable to Kestrel): 2,150,000 × ($[●] − $[●]) = $[●].
All payments shall be made in immediately available funds, free and clear of any deduction, withholding, or set-off, except as may be required by applicable law. If any withholding or deduction is required by applicable law, the Underwriters shall provide the Company and the applicable Selling Shareholder with documentation evidencing such withholding and remittance to the applicable taxing authority.
SECTION 6: POST-OFFERING CAPITALIZATION
For reference and confirmation purposes, the following sets forth the anticipated capitalization of the Company immediately following the Closing:
(a) Pre-offering Ordinary Shares outstanding: 215,000,000
(b) New Ordinary Shares to be issued in the offering (Primary ADSs): 30,000,000
(c) Post-offering Ordinary Shares outstanding (excluding any exercise of the Overallotment Option): 245,000,000
(d) Post-offering ownership of Rheintal Industrieholding Gesellschaft mit beschränkter Haftung: approximately 39,445,000 Ordinary Shares, representing approximately 16.1% of the 245,000,000 post-offering Ordinary Shares outstanding (calculated as 47,945,000 pre-offering shares less 8,500,000 shares sold in the offering)
(e) Post-offering ownership of Kestrel Capital Partners Aktiengesellschaft: approximately 16,555,000 Ordinary Shares, representing approximately 6.8% of the 245,000,000 post-offering Ordinary Shares outstanding (calculated as 20,855,000 pre-offering shares less 4,300,000 shares sold in the offering)
(f) Post-offering shares held by the Halcyon Employee Stock Ownership Trust: 6,665,000 Ordinary Shares, representing approximately 2.7% of the 245,000,000 post-offering Ordinary Shares outstanding
The foregoing capitalization figures are presented on a fully diluted basis only with respect to the Ordinary Shares to be newly issued in connection with this offering, and do not give effect to (i) any exercise of the Overallotment Option, (ii) any shares reserved for issuance under the Company's equity incentive plans, stock option plans, or other employee benefit arrangements, or (iii) any other issuances or cancellations of Ordinary Shares that may occur on or after the date hereof. If the Overallotment Option is exercised in full, the total number of post-offering Ordinary Shares outstanding would be 245,000,000 plus up to 6,420,000 additional Ordinary Shares, or up to 251,420,000 Ordinary Shares (assuming all Optional ADSs represent newly issued shares).
SECTION 7: REPRESENTATIONS AND CONFIRMATIONS
7.1 Incorporation of Underwriting Agreement
The Company, each Selling Shareholder, and the Representative hereby confirm that all representations, warranties, covenants, agreements, and indemnities set forth in the Underwriting Agreement are incorporated herein by reference and shall be deemed to have been made as of the date hereof (or, in the case of representations and warranties that speak as of a specified date, as of such specified date). All such representations, warranties, covenants, agreements, and indemnities remain in full force and effect as of the date and time of execution and delivery of this Pricing Agreement and shall continue in full force and effect in accordance with their respective terms as set forth in the Underwriting Agreement.
7.2 No Material Adverse Change
The Company hereby represents and confirms that, as of the date and time of execution and delivery of this Pricing Agreement, there has been no material adverse change in the condition (financial or otherwise), business, properties, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, from that set forth in or contemplated by the Registration Statement and the Prospectus (including any documents incorporated by reference therein). Without limiting the generality of the foregoing, the Company confirms that, since the respective dates as of which information is given in the Registration Statement and the Prospectus, (a) there has been no event, occurrence, development, or state of circumstances or facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Underwriting Agreement), (b) no action, suit, proceeding, inquiry, or investigation has been instituted, threatened, or, to the Company's knowledge, contemplated against or affecting the Company or any of its subsidiaries or any of their respective properties that would reasonably be expected to have a Material Adverse Effect, and (c) neither the Company nor any of its subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction, other than in the ordinary course of business consistent with past practice or as described in the Registration Statement and the Prospectus.
7.3 Registration Statement and Prospectus
The Company hereby confirms the following:
(a) The Registration Statement on Form F-1 (File No. 333-[●]) was filed with the SEC on [●], 2026 and has been declared effective by the SEC on [●], 2026 (target: June 22, 2026). No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted, is pending, or, to the knowledge of the Company, is contemplated or threatened by the SEC.
(b) The final Prospectus (the "Final Prospectus"), including the final Public Offering Price, the Underwriting discount, the number of Firm ADSs and Optional ADSs, and the other terms set forth herein, will be filed with the SEC pursuant to Rule 424(b) of the Securities Act promptly following the execution and delivery of this Pricing Agreement, and in no event later than the second business day following the date hereof (or such earlier time as may be required by the Securities Act and the rules and regulations of the SEC thereunder).
(c) The Registration Statement on Form F-6 (File No. 333-[●]) has been filed with the SEC and declared effective by the SEC. No stop order suspending the effectiveness of the Form F-6 Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, is contemplated or threatened by the SEC.
7.4 Nasdaq Listing
The Company hereby confirms that the ADSs have been approved for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN," subject only to official notice of issuance. The Company has complied with all applicable listing requirements of Nasdaq, including the filing of a listing application and all supporting documentation, and has received no indication from Nasdaq that the listing approval is or may be subject to any condition other than official notice of issuance of the ADSs.
SECTION 8: CONDITIONS
The obligations of the several Underwriters to purchase the Firm ADSs on the Closing Date (and, if applicable, the Optional ADSs on any Additional Closing Date) are subject to the satisfaction or waiver of all conditions precedent set forth in the Underwriting Agreement, including but not limited to the following:
(a) Delivery of officers' certificates, in form and substance reasonably satisfactory to the Representative, executed by Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender), and Katarina Dalmqvist, Chief Financial Officer (Finanzvorstand), of the Company, dated as of the Closing Date (and, if applicable, each Additional Closing Date), certifying as to the matters set forth in the Underwriting Agreement;
(b) Delivery of a secretary's/general counsel's certificate, in form and substance reasonably satisfactory to the Representative, executed by Wilhelm Ostermann, General Counsel and Corporate Secretary of the Company, dated as of the Closing Date, certifying as to the matters set forth in the Underwriting Agreement, including the incumbency and authority of the officers executing this Pricing Agreement and related documents on behalf of the Company;
(c) Delivery of selling shareholder certificates, in form and substance reasonably satisfactory to the Representative, executed by authorized representatives of each Selling Shareholder, as follows:
(i) a certificate executed by Margarethe Wendt, Managing Director (Geschäftsführerin) of Rheintal Industrieholding Gesellschaft mit beschränkter Haftung; and
(ii) a certificate executed by Henrik Sørensen, Managing Partner of Kestrel Capital Partners Aktiengesellschaft;
(d) Delivery of legal opinions and negative assurance letters, in each case dated as of the Closing Date (and, if applicable, each Additional Closing Date), from the following counsel:
(i) Calderwood & Harkness LLP, U.S. counsel to the Company, including (A) a legal opinion as to matters of U.S. federal and New York law, including a validity opinion with respect to the ADSs, and (B) a negative assurance letter (10b-5 letter) with respect to the Registration Statement and the Prospectus;
(ii) Varen & Kessler LLP, U.S. counsel to the Underwriters, including a legal opinion as to matters of U.S. federal and New York law and a negative assurance letter (10b-5 letter) with respect to the Registration Statement and the Prospectus;
(iii) Bähr Stein Rechtsanwälte, German counsel to the Company, including a legal opinion as to matters of German law, including the valid issuance of the Ordinary Shares underlying the Primary ADSs and the corporate authorization of the transactions contemplated hereby; and
(iv) Prumvane Thornton LLP, German counsel to the Underwriters, including a legal opinion as to matters of German law;
(e) Delivery of comfort letters from the Company's independent auditors, Blackmere & Whitfield LLP and Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, in form and substance satisfactory to the Representative, dated as of the date of the Underwriting Agreement and as of the Closing Date (and, if applicable, each Additional Closing Date), containing the statements and information of the type ordinarily included in accountants' comfort letters to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus;
(f) Delivery of a tax opinion from Leonard Cross, partner at Calderwood & Harkness LLP, as to the material U.S. federal income tax consequences of the offering, in form and substance satisfactory to the Representative;
(g) Receipt by the Representative of a letter from the Financial Industry Regulatory Authority, Inc. ("FINRA") confirming that FINRA has no objection to the terms and arrangements of the underwriting as described in the Registration Statement and this Pricing Agreement (the "FINRA no-objections letter");
(h) Continued effectiveness of the Registration Statement on Form F-1 (File No. 333-[●]) and the Registration Statement on Form F-6 (File No. 333-[●]), with no stop order suspending the effectiveness of either Registration Statement having been issued and no proceeding for that purpose having been instituted or threatened by the SEC; and
(i) Approval of the ADSs for listing on the Nasdaq Global Select Market under the ticker symbol "HCYN," subject only to official notice of issuance.
SECTION 9: GOVERNING LAW
This Pricing Agreement and any claim, controversy, or dispute arising under, out of, or in connection with this Pricing Agreement (whether in contract, tort, or otherwise) shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law thereof that would require the application of the law of any other jurisdiction. The governing law of this Pricing Agreement is consistent with the governing law of the Underwriting Agreement. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, in any action or proceeding arising out of or relating to this Pricing Agreement, and each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any such action or proceeding in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum.
SECTION 10: MISCELLANEOUS PROVISIONS
10.1 Counterparts.  This Pricing Agreement may be executed in one or more counterparts (including by electronic signature and by transmission of PDF or other electronic copies of executed signature pages), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Pricing Agreement by facsimile, PDF, or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Pricing Agreement.
10.2 Entire Agreement
This Pricing Agreement, together with the Underwriting Agreement (including all schedules, annexes, and exhibits thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether oral or written) relating to such subject matter.
10.3 Amendments.  No amendment, modification, or waiver of any provision of this Pricing Agreement shall be effective unless such amendment, modification, or waiver is set forth in a written instrument executed by each of the parties hereto. No failure or delay by any party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
10.4 Headings.  The section headings contained in this Pricing Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Pricing Agreement or any provision hereof.
If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, whereupon this Pricing Agreement, together with the Underwriting Agreement, shall constitute a binding agreement among the Company, the Selling Shareholders, and the several Underwriters in accordance with its terms.
[Signature Pages Follow]
SIGNATURE PAGE TO PRICING AGREEMENT
Very truly yours,
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
By: ________
Name: Dr. Friedrich Wendt
Title: Chief Executive Officer (Vorstandsvorsitzender)
By: ________
Name: Katarina Dalmqvist
Title: Chief Financial Officer (Finanzvorstand)
SIGNATURE PAGE TO PRICING AGREEMENT
RHEINTAL INDUSTRIEHOLDING GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG
By: ________
Name: Margarethe Wendt
Title: Managing Director (Geschäftsführerin)
KESTREL CAPITAL PARTNERS AKTIENGESELLSCHAFT
By: ________
Name: Henrik Sørensen
Title: Managing Partner
SIGNATURE PAGE TO PRICING AGREEMENT
Accepted and agreed to as of the date first above written:
WESTBRIDGE SECURITIES LLC, as Representative of the several Underwriters named in Schedule I hereto
By: ________
Name: Jonathan Hartwell
Title: Managing Director, Global Equity Capital Markets
SCHEDULE I
UNDERWRITERS AND ALLOCATION OF FIRM ADSs
The following table sets forth the number of Firm ADSs to be purchased by each Underwriter, the percentage of the gross spread allocated to each Underwriter, and the corresponding gross spread amount. Each Underwriter, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite its name below at a purchase price per ADS equal to the Public Offering Price per ADS less the Underwriting discount per ADS.
Note: The number of Firm ADSs to be purchased by each Underwriter is allocated in proportion to such Underwriter's percentage of the gross spread, unless otherwise agreed among the Underwriters pursuant to the Agreement Among Underwriters. The gross spread amounts set forth above are estimated at the midpoint price of $42.06 per ADS and will be adjusted to reflect the final Public Offering Price. In the event that the Overallotment Option is exercised, in whole or in part, each Underwriter shall be obligated to purchase its pro rata share of the Optional ADSs in the same proportion as the number of Firm ADSs set forth opposite such Underwriter's name above bears to the total number of Firm ADSs, unless the Representative otherwise determines.
SCHEDULE II
SELLING SHAREHOLDERS AND ALLOCATION OF SECONDARY ADSs
The following table sets forth the number of Ordinary Shares to be sold by each Selling Shareholder, the corresponding number of Secondary ADSs (based on the ADS ratio of 1 ADS = 2 Ordinary Shares), and the approximate gross proceeds payable to each Selling Shareholder at the midpoint Public Offering Price.
Post-Offering Holdings of the Selling Shareholders:
(a) Rheintal Industrieholding GmbH: Pre-offering holdings of 47,945,000 Ordinary Shares less 8,500,000 Ordinary Shares sold in the offering = 39,445,000 Ordinary Shares, representing approximately 16.1% of 245,000,000 post-offering Ordinary Shares outstanding.
(b) Kestrel Capital Partners AG: Pre-offering holdings of 20,855,000 Ordinary Shares less 4,300,000 Ordinary Shares sold in the offering = 16,555,000 Ordinary Shares, representing approximately 6.8% of 245,000,000 post-offering Ordinary Shares outstanding.
All retained Ordinary Shares of each Selling Shareholder (and any ADSs representing such shares) are subject to the 180-day lock-up set forth in the lock-up agreements executed in favor of Westbridge Securities LLC as Representative of the Underwriters, as described in the Underwriting Agreement and the Prospectus. The lock-up period commences on the date of this Pricing Agreement and expires on December 28, 2026. During the lock-up period, neither Selling Shareholder may, without the prior written consent of Westbridge Securities LLC, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of or transfer, directly or indirectly, any Ordinary Shares or ADSs, or any securities convertible into, exchangeable for, or that represent the right to receive Ordinary Shares or ADSs, or publicly disclose the intention to do any of the foregoing, subject to the exceptions set forth in the lock-up agreements.
ANNEX A
FORM OF FINAL PRICING TERM SHEET
(Free Writing Prospectus filed pursuant to Rule 433 under the Securities Act of 1933)
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Westbridge Securities LLC toll-free at 1-800-555-0199.
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
Pricing Term Sheet
July 1, 2026
Joint Bookrunners:
•  Westbridge Securities LLC (Lead Left Bookrunner)
•  Pinnacle Morgan & Co., Inc. (Joint Bookrunner)
Co-Managers:
•  Andover Barcliffe Group Inc.
•  Northpointe Capital LLC
This pricing term sheet is a free writing prospectus as defined in Rule 405 under the Securities Act and is being filed pursuant to Rule 433 under the Securities Act. This pricing term sheet supplements the preliminary prospectus dated [●], 2026 and should be read together with such preliminary prospectus and the registration statement and the other documents that the Issuer has filed with the SEC. The information in this pricing term sheet supersedes the information in the preliminary prospectus to the extent inconsistent therewith.
Any disclaimers or other notices that may appear in connection with the electronic transmission of this pricing term sheet do not constitute a part of this pricing term sheet.
Registration Statement File Nos.: 333-[●] (Form F-1) and 333-[●] (Form F-6)
Underwriter | Number of Firm ADSs | Percentage of Gross Spread | Gross Spread Amount
Westbridge Securities LLC, 383 Madison Avenue, New York, NY 10179 | 8,560,000 | 40% | $12,600,000
Pinnacle Morgan & Co., Inc., 200 Park Avenue, New York, NY 10166 | 6,420,000 | 30% | $9,450,000
Andover Barcliffe Group Inc., 1251 Avenue of the Americas, New York, NY 10020 | 4,280,000 | 20% | $6,300,000
Northpointe Capital LLC, 140 Broadway, New York, NY 10005 | 2,140,000 | 10% | $3,150,000
Total | 21,400,000 | 100% | $31,500,000
Selling Shareholder | Ordinary Shares to Be Sold | Number of Secondary ADSs (1 ADS = 2 Shares) | Approximate Gross Proceeds (at Midpoint)
Rheintal Industrieholding GmbH, Königsallee 60, 40212 Düsseldorf, Germany | 8,500,000 | 4,250,000 | ~$178,755,000
Kestrel Capital Partners AG, Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland | 4,300,000 | 2,150,000 | ~$90,429,000
Total | 12,800,000 | 6,400,000 | ~$269,184,000
Term | Detail
Issuer: | Halcyon Semiconductor Aktiengesellschaft
Securities Offered: | American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value, of the Issuer
Firm ADSs Offered: | 21,400,000 ADSs
Optional ADSs (Overallotment): | Up to 3,210,000 additional ADSs (15% of Firm ADSs)
ADS Ratio: | 1 ADS = 2 Ordinary Shares
Public Offering Price per ADS: | $[●]
Underwriting discount per ADS: | $[●] (3.50% of Public Offering Price)
Proceeds per ADS (before expenses) to Company / Selling Shareholders: | $[●]
Listing (ADSs): | Nasdaq Global Select Market
Ticker Symbol (ADSs): | HCYN
Existing Listing (Ordinary Shares): | Frankfurt Stock Exchange (FRA: HCY), Prime Standard
Depositary: | Meridian Trust Company, National Association
Transfer Agent and Registrar for ADSs: | Crestfield Transfer Services Inc.
Trade Date: | July 1, 2026
Settlement Date: | July 6, 2026 (T+2)
CUSIP: | [●]
ISIN: | [●]
Lock-Up Period: | 180 days from pricing (expiring December 28, 2026)
Overallotment Option Expiration: | July 31, 2026 (30 days from pricing)

PRICING AGREEMENT

RECITALS

SECTION 1: OFFERING TERMS

SECTION 2: SECURITIES TO BE PURCHASED

SECTION 3: UNDERWRITER ALLOCATIONS

SECTION 4: SELLING SHAREHOLDER ALLOCATIONS

SECTION 5: SETTLEMENT AND CLOSING

SECTION 6: POST-OFFERING CAPITALIZATION

SECTION 7: REPRESENTATIONS AND CONFIRMATIONS

SECTION 8: CONDITIONS

SECTION 9: GOVERNING LAW

SECTION 10: MISCELLANEOUS PROVISIONS

SIGNATURE PAGE TO PRICING AGREEMENT

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

SIGNATURE PAGE TO PRICING AGREEMENT

RHEINTAL INDUSTRIEHOLDING GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG

KESTREL CAPITAL PARTNERS AKTIENGESELLSCHAFT

SIGNATURE PAGE TO PRICING AGREEMENT

SCHEDULE I

SCHEDULE II

ANNEX A

FORM OF FINAL PRICING TERM SHEET

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

Record

Parties

Dates

Amounts