As filed with the Securities and Exchange Commission on August 6, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Silvaco Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 27-1503712 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
Silvaco Group, Inc.
4701 Patrick Henry Drive
Building #23
Santa Clara, California, 95054
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 2014 Stock Incentive Plan
2024 Stock Incentive Plan
2024 Employee Stock Purchase Plan
(Full title of the plan)
Dr. Babak A. Taheri
Chief Executive Officer
Silvaco Group, Inc.
4701 Patrick Henry Drive
Building #23
Santa Clara, CA 95054
(408) 567-1000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Candace Jackson SVP, General Counsel and Corporate Secretary Silvaco Group, Inc. 4701 Patrick Henry Drive Building #23 Santa Clara, CA 95054 (408) 567-1000 | Drew M. Valentine White & Case LLP 1221 Avenue of the Americas New York, New York 10020 (212) 819-8200 | ||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ (do not check if a small reporting company) | Smaller reporting company | ☒ | ||||||||
| Emerging growth company | ☒ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐
EXPLANATORY NOTE
Silvaco Group, Inc., a Delaware corporation (the “Registrant”), is filing this Registration Statement to register an additional (i) 833,994 shares of its common stock, par value $0.0001 per share (“Common Stock”), for issuance under the Registrant’s 2024 Stock Incentive Plan (the “2024 Plan”), and (ii) 277,998 shares of its Common Stock for issuance under the Registrant’s 2024 Employee Stock Purchase Plan (the “ESPP”). These additional shares of Common Stock represents automatic increases effective January 1, 2025 in the number of shares authorized for issuance under the 2024 Plan and the ESPP pursuant to the “evergreen” provisions therein, namely, (i) under the 2024 Plan, an increase of 3% of the total number of shares of Common Stock outstanding on December 31, 2024, of the preceding calendar year, or 27,799,830 shares of Common Stock (the “Year-End Outstanding Shares”), and (ii) under the ESPP, an increase of 1% of the Year-End Outstanding Shares.
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plan is effective pursuant to the 2024 Plan and ESPP, as described above. The Registrant previously registered shares of its Common Stock for issuance under each of the 2024 Plan and ESPP under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on May 9, 2024 (File No. 333-279282), as amended by Amendment No. 1 on July 29, 2024. Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above with respect to the shares of Common Stock registered under the 2024 Plan and ESPP, except to the extent supplemented or amended or superseded by the information set forth or incorporated herein.
PART II
Information Required in the Registration Statement
Item 8. Exhibits
| Exhibit Number | Exhibit Description | |||||||
| 24.1* | Power of Attorney (included as part of the signature pages to this Registration Statement). | |||||||
________________
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California on August 6, 2025.
SILVACO GROUP, INC. | ||||||||
By: | /s/ Dr. Babak A. Taheri | |||||||
| Name: Dr. Babak A. Taheri | ||||||||
| Title: Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Babak A. Taheri and Candace Jackson, and each of them acting alone, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on August 6, 2025.
| Signature | Title | Date | ||||||||||||
| /s/ Dr. Babak A. Taheri | Chief Executive Officer and Director (Principal Executive, Financial and Accounting Officer) | August 6, 2025 | ||||||||||||
| Dr. Babak A. Taheri | ||||||||||||||
| /s/ Katherine S. Ngai-Pesic | Chair of the Board | August 6, 2025 | ||||||||||||
| Katherine S. Ngai-Pesic | ||||||||||||||
| /s/ Hau L. Lee | Lead Independent Director | August 6, 2025 | ||||||||||||
| Hau L. Lee | ||||||||||||||
| /s/ Anita Ganti | Director | August 6, 2025 | ||||||||||||
| Anita Ganti | ||||||||||||||
| /s/ William H. Molloie Jr. | Director | August 6, 2025 | ||||||||||||
| William H. Molloie Jr. | ||||||||||||||
| /s/ Anthony K. K. Ngai | Director | August 6, 2025 | ||||||||||||
| Anthony K. K. Ngai | ||||||||||||||
| /s/ Iliya Pesic | Director | August 6, 2025 | ||||||||||||
| Iliya Pesic | ||||||||||||||
| /s/ Walden C. Rhines | Director | August 6, 2025 | ||||||||||||
| Walden C. Rhines | ||||||||||||||
| /s/ Jodi L. Shelton | Director | August 6, 2025 | ||||||||||||
| Jodi L. Shelton | ||||||||||||||
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
(Form Type)
Silvaco Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Share(2) | Maximum Aggregate Offering Price(2) | Fee Rate | Amount of Registration Fee | ||||||||||||||||
| Equity | Common Stock, par value $0.0001 per share | Other | 1,111,992 | $ | 4.43 | $4,926,124.56 | 0.0001531 | $ | 754.19 | ||||||||||||||
| — | — | — | — | — | — | — | |||||||||||||||||
| Total Offering Amounts | $4,926,124.56 | $ | 754.19 | ||||||||||||||||||||
| Total Fees Previously Paid | — | ||||||||||||||||||||||
| Total Fee Offsets | — | ||||||||||||||||||||||
| Net Fee Due | $ | 754.19 | |||||||||||||||||||||
(1) Amount Registered represents (a) 833,994 shares of the registrant’s common stock, par value $0.0001 per share (the “Common Stock”) reserved for issuance under the registrant’s 2024 Stock Incentive Plan (the “2024 Plan”) and (b) 277,998 shares of Common Stock reserved for issuance under the registrant’s 2024 Employee Stock Purchase Plan (together with the 2024 Plan, the “Plans”). Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock that become issuable under the Plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected which results in an increase in the number of outstanding shares of common stock issuable pursuant to awards granted or purchases under the Plans.
(2) Pursuant to Rule 457(h)(1) and 457(c) under the Securities Act, this amount is calculated based upon the average of the high and low prices of the common stock of the Common Stock reported on the Nasdaq Global Select Market on August 4, 2025 of $4.43. It is estimated solely for the purpose of calculating the registration fee.
Table 2: Fee Offset Claims and Sources
N/A
E-1
August 6, 2024
Silvaco Group, Inc.
4701 Patrick Henry Drive, Building #23
Santa Clara, CA 95054
Re: Silvaco Group, Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Silvaco Group, Inc., a corporation organized under the laws of Delaware (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) on the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 833,994 shares (the “2024 Plan Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), reserved for issuance pursuant to the Company’s 2024 Stock Incentive Plan (the “2024 Plan”) and 277,998 shares (the “ESPP Shares” and together with the 2024 Plan Shares, the “Shares”) of Common Stock, reserved for issuance pursuant to the Company’s 2024 Employee Stock Purchase Plan (the “ESPP”).
This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
In connection with our opinion expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction of the following documents and such other documents, corporate records, certificates and other statements of government officials and corporate officers of the Company as we deemed necessary for the purposes of the opinion set forth in this opinion letter:
(a)the Registration Statement;
(b)a copy of the Amended and Restated Certificate of Incorporation of the Company, as filed by the Company with the Secretary of State of the State of Delaware on May 28, 2025;
(c)a copy of the Amended and Restated Bylaws of the Company, approved by the Board of Directors on May 22, 2025;
(d)copies of Resolutions of the Board of Directors of the Company relating to the issuance of the Shares;
(e)the 2024 Plan; and
(f)the ESPP.
We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Company and of public officials and upon statements and information furnished by officers and representatives of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by us. In rendering the opinion expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons signing all such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us, and the accuracy of all statements in certificates of officers of the Company that we reviewed.
Based upon the foregoing assumptions, and subject to the qualifications and limitations stated herein, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that the Shares reserved for issuance pursuant to the 2024 Plan or the ESPP, as applicable, have been duly authorized for issuance and sale pursuant to the 2024 Plan or the ESPP, as applicable, by all necessary corporate action of the Company, and when issued as provided under the 2024 Plan or the ESPP, as applicable, will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to questions arising under the Delaware General Corporation Law. We do not express any opinion as to the laws of any other jurisdiction. This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion letter is provided solely in connection with the distribution of the Shares pursuant to the Registration Statement and is not to be relied upon for any other purpose.
The opinion expressed above is limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred beyond those expressly stated in this opinion letter. The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this
2
opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinion expressed in this opinion letter.
We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ White & Case LLP
DV
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Silvaco Group, Inc. (the “Company”) of our report dated March 5, 2025, relating to the consolidated financial statements of the Company, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2024, filed with the Securities and Exchange Commission.
/s/ Baker Tilly US, LLP
(formerly, Moss Adams LLP).
Campbell, California
August 6, 2025