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                          September 20, 2023

       Dr. Babak A. Taheri
       Chief Executive Officer
       Silvaco Group, Inc.
       4701 Patrick Henry Drive, Building #23
       Santa Clara, CA 95054

                                                        Re: Silvaco Group, Inc.
                                                            Amendment No. 4 to
Draft Registration Statement on Form S-1
                                                            Submitted September
5, 2023
                                                            CIK No. 0001943289

       Dear Dr. Babak A. Taheri:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 4 to Draft Registration Statement on Form S-1 Submitted
September 5, 2023

       Key Operating Indicators and Non-GAAP Financial Measures, page 15

   1.                                                   Please revise your
calculation of Non-GAAP net income (loss) hereunder and on page 67
                                                        to include the income
tax effect of adjustments to arrive at the subject non-GAAP
                                                        measure. The income tax
effect should be shown as a separate adjustment and clearly
                                                        explained. Refer to
Question 102.11 of the C&DI on Non-GAAP Financial Measures.
 Dr. Babak A. Taheri
FirstName LastNameDr.  Babak A. Taheri
Silvaco Group, Inc.
Comapany 20,
September  NameSilvaco
              2023     Group, Inc.
September
Page 2    20, 2023 Page 2
FirstName LastName
Capitalization, page 53

2.       It appears from the first bullet point on page 54 that there are
certain RSUs for common
         stock, granted under the 2014 Plan, whose conditions for Time-Based
settlement will be
         satisfied on or before the closing of this offering but were not
satisfied as of June 30,
         2023. Tell us why such RSUs are excluded from your pro forma and
adjusted pro forma
         capitalization tables. Otherwise, please revise accordingly.
3.       Please make clear hereunder and elsewhere in the filing the terms of
the RSU Settlement.
         Tell us why you give effect to the issuance of shares subject to the
RSU Settlement but not
         to the liquidity-contingent RSUs whose time-based vesting requirement
will be
         accelerated as of the closing of this offering. Please either revise
with a view toward
         consistency or tell us why such divergent treatment is appropriate.
4.       Additionally, tell us why the capitalization and dilution tables do
not make reference nor
         give effect to "a      -for-      split of your common stock, which is
expected to be
         completed prior to the completion of this offering" as mentioned on
page 11 of the
         prospectus.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2022
14. Segment Reporting and Geographical Concentration, page F-26

5.       Please separately report revenues from the United States (your country
of domicile)
         apart from the rest of North America. Also, separately disclose:
             revenues from external customers attributed to an individual
foreign country,
             if material. For instance, we note on page 18 that for the years
ended December 31,
             2021 and 2022, 18% and 23% of your revenue, respectively, was
derived from your
             China-based operations.
             your basis for attributing revenues from external customers to
individual countries.

         Revise Note 10 on page F-42 to comply with the above comment. Refer to
ASC 280-10-
         50-41(a).
6.       Please separately disclose long-lived assets located in the United
States and in any
         individual foreign country, if material. Revise Note 10 on page F-42
to comply with this
         comment. Refer to ASC 280-10-50-41(b).
Notes to the Consolidated Financial Statements (Unaudited)
2. Summary of Significant Accounting and Reporting Policies
Subsequent Events, page F-36

7.       Please provide a separate note to include reportable subsequent events
through September
         1, 2023. For instance, as disclosed on page 98, on August 24, 2023,
your Board members
         were issued liquidity-contingent RSUs, which will fully vest on June
30, 2024. Refer to
         ASC 855-10-50-2.
 Dr. Babak A. Taheri
Silvaco Group, Inc.
September 20, 2023
Page 3

        You may contact Joseph Kempf, Senior Staff Accountant, at (202)
551-3352 or Kathryn
Jacobson, Senior Staff Accountant, at (202) 551-3365 if you have questions
regarding comments
on the financial statements and related matters. Please contact Alexandra
Barone, Staff Attorney,
at (202) 551-8816 or Matthew Crispino, Staff Attorney, at (202) 551- 3456 with
any other
questions.



                                                            Sincerely,
FirstName LastNameDr. Babak A. Taheri
                                                            Division of
Corporation Finance
Comapany NameSilvaco Group, Inc.
                                                            Office of
Technology
September 20, 2023 Page 3
cc:       Drew Valentine
FirstName LastName