As filed with the Securities and Exchange Commission on April 27, 2011.

Registration No. 333-172188

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 5

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FREESCALE SEMICONDUCTOR HOLDINGS I, LTD.

(Exact name of registrant as specified in its charter)

6501 William Cannon Drive West

Austin, TX 78735

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jonathan Greenberg

Senior Vice President, General Counsel and Secretary

Freescale Semiconductor, Inc.

6501 William Cannon Drive West

Austin, TX 78735

Telephone: (512) 895-2193

Facsimile: (512) 895-3082

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

The purpose of this Amendment No. 5 to Form S-1 Registration Statement (No. 333-172188) is to file Exhibit 5.1 and to reflect such filing in the Index to Exhibits.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

The following table sets forth the fees and expenses, other than the underwriting discounts and commissions, payable by us in connection with the registration of the common shares hereunder. All amounts are estimates except the Securities and Exchange Commission registration fee and the FINRA filing fee.

The Registrant’s bye-laws provide that, subject to the Bermuda Companies Act, every director, managing director, secretary or other officer of the Registrant and its subsidiaries and affiliates shall be entitled to be indemnified by the Registrant against any liability incurred by him in defending any proceedings, civil or criminal, in which judgment is given in his favor; or in which he is acquitted; or in connection with any application under the Bermuda Companies Act in which relief is granted to him by the Court.

Section 98 of the Bermuda Companies Act provides generally that the Registrant may indemnify its directors, officers and auditors against any liability which, by virtue of any rule of law, would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company.

The Registrant has adopted provisions in its bye-laws that provide that it shall indemnify its officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. The Registrant’s bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Bermuda Companies Act permits the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director.

The Registrant expects to enter into indemnification agreements with its officers and directors prior to the consummation of this offering. These indemnification agreements will provide the Registrant’s directors with indemnification to the maximum extent permitted by applicable law. The Registrant has also obtained a policy of directors’ and officers’ liability insurance that will insure directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances which are permitted under the Bermuda Companies Act.

II-1

Equity Securities

During the year ended December 31, 2008, we granted to certain employees options to purchase 508,000 common shares under the EIP. The exercise prices for these options ranged from $6.13 to $7 per share. The options were issued without registration in reliance on the exemptions afforded by Section 4(2) of the Securities Act, and Rule 701 promulgated thereunder.

During the year ended December 31, 2009, we granted to certain employees (i) 8,969,000 restricted stock units and (ii) options to purchase 46,836,000 common shares under the MIP. We also granted to certain employees options to purchase 9,798,000 common shares under the EIP. The exercise price for the options granted under the MIP and EIP was $1.24 per share. These securities were issued without registration in reliance on the exemptions afforded by Section 4(2) of the Securities Act and Rule 701 promulgated thereunder.

During the year ended December 31, 2010, our employees exercised options to purchase 150,134 common shares for an aggregate purchase price of $186,166. We also granted to certain of our employees (i) 300,000 restricted stock units and (ii) options to purchase 2,622,000 common shares under the MIP. We also granted to certain employees options to purchase 207,000 common shares under the EIP. The exercise price for the options granted under the MIP and EIP was $1.24 per share. These securities were issued without registration in reliance on the exemptions afforded by Section 4(2) of the Securities Act and Rule 701 promulgated thereunder.

During the      months ended             , our employees exercised options to purchase          common shares for an aggregate purchase price of $            . We also granted to certain employees (i)                  restricted stock units and (ii) options to purchase                  common shares under our MIP. We also granted certain employees options to purchase                  common shares under the EIP. The exercise price for these options is $2.46 per share. These securities were issued without registration in reliance on the exemptions afforded by Section 4(2) of the Securities Act and Rule 701 promulgated thereunder.

Debt Securities

On February 19, 2010, Freescale Inc. issued $750 million aggregate principal amount of its 10.125% Senior Secured Notes due 2018 at an issue price of 100% of the principal amount of the notes, in a private placement to “qualified institutional buyers” in the United States defined in Rule 144A under the Securities Act, and outside the United States pursuant to Regulation S under the Securities Act. These notes mature on March 15, 2018 and bear interest at a rate of 10.125% per annum, payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2010. All of the proceeds from the offering were used to repay indebtedness outstanding under Freescale Inc.’s senior credit facilities.

On April 13, 2010, Freescale Inc. issued $1,380 million aggregate principal amount of its 9.25% Senior Secured Notes due 2018 at an issue price of 100% of the principal amount of the notes, in a private placement to “qualified institutional buyers” in the United States defined in Rule 144A in the Securities Act, and outside the United States pursuant to Regulation S under the Securities Act. These notes mature on April 15, 2018 and bear interest at a rate of 9.25% per annum, payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2010. All of the proceeds from the offering were used to repay indebtedness outstanding under Freescale Inc.’s senior credit facilities.

On September 30, 2010, Freescale Inc. issued $750 million aggregate principal amount of its 10.75% Senior Notes due 2020 at an issue price of 100% of the principal amount of the notes, in a private placement to “qualified institutional buyers” in the United States as defined in Rule 144A under the Securities Act, and outside the United States pursuant to Regulation S under the Securities Act. These notes mature on August 1, 2020 and bear interest at a rate of 10.75% per annum, payable semi-annually on February 1 and August 1 of each year, commencing on February 1, 2011. All of the proceeds from the offering were used to repurchase existing senior unsecured notes.

II-2

See the Exhibit Index immediately following the signature page hereto, which is incorporated by reference as if fully set forth herein.

All schedules are omitted because the required information is either not present, not present in material amounts or presented within the consolidated financial statements included in the prospectus that is part of this registration statement.

The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.

(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on the 27th day of April, 2011.

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below on the dates indicated.

EXHIBIT INDEX