Silvaco Group Inc美股招股说明书(2026-02-09版)

167,281 shares of Common Stock Pursuant to this prospectus supplement, we are offering 167,281 shares of our common stock, par value $0.0001 per share, toJohn Cary, a former equity holder of Tech-X Corporation (“Tech-X”), as part of the consideration for our acquisition of Tech-X (the“Tech-X Acquisition”). The shares are being issued in connection with the Tech-X Acquisition as (a) contingent earnout considerationupon the achievement of certain developmental milestones and (b) a portion of the additional purchase consideration as a result of thepost-closing adjustments, in each case in lieu of cash. See “Prospectus Supplement Summary—Tech-X Acquisition” for furtherinformation. Our common stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “SVCO.” On February 6, 2026 the lastreported sale price of our common stock on Nasdaq was $3.89 per share. The common stock is being offered directly to each purchaser without a placement agent or underwriter. We are not payingunderwriting discounts or commissions in connection with this offering. We will not receive any cash proceeds from this offering. Investing in our securities involves a high degree of risk. See “Risk Factors” on page S-4 of this prospectus supplementand under similar headings in the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Delivery of the securities in this offering is expected to be made on or about February 11, 2026. The date of this prospectus supplement is February 9, 2026. TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated October 31, 2025, are part of a registration statement onForm S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act utilizing a “shelf”registration process or continuous offering. Under this shelf registration process, we may, from time to time, offer and sell in one ormore offerings any securities described in the accompanying prospectus. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering ofsecurities and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, includingthe documents incorporated by reference therein, provides more general information. Generally, when we refer to this prospectus, weare referring to both parts of this document combined. To the extent there is a conflict between the information contained in thisprospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any documentincorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should relyon the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement inanother document having a later date—for example, a document incorporated by reference in the accompanying prospectus—thestatement in the document having the later date modifies or supersedes the earlier statement. We have not authorized anyone to provide you with any information other than that contained or incorporated by reference inthis prospectus supplement, the accompanying prospectus or in any free writing prospectus that we have authorized for use inconnection with this offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other informationthat others may give you. The information contained in this prospectus supplement, the accompanying prospectus, any free writingprospectus that we have authorized for use in connection with this offering, including the documents incorporated by reference hereinor therein, is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and theaccompanying prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects mayhave changed since those dates. It is important for you to read and consider all information contained in this prospectus supplement,the accompanying prospectus and any free writing prospectus