Silvaco Group Inc美股招股说明书(2026-05-08版)

Silvaco Group, Inc. Up to $35,000,000Common Stock This Prospectus Supplement (this “prospectus supplement”), amends and supplements our base prospectus dated November 21,2025, as amended and supplemented by the at the market offering prospectus supplement dated March 13, 2026 (the “ATM prospectussupplement”). This prospectus supplement should be read in conjunction with the ATM prospectus supplement and the accompanyingbase prospectus. Except for the information provided in this prospectus supplement, all other information contained in the ATMprospectus supplement remains unchanged. We have previously entered into an Open Market Sale AgreementSM(the “Sales Agreement”) with Jefferies LLC (“Jefferies”),relating to shares of our common stock, $0.0001 par value per share. Sales of our common stock, if any, under this prospectussupplement and the ATM prospectus supplement will be made by any method permitted that is deemed to be an “at the marketoffering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Jefferies is notrequired to sell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts consistent withits normal trading and sales practices, on mutually agreed terms between Jefferies and us. There is no arrangement for funds to bereceived in any escrow, trust or similar arrangement. We are filing this prospectus supplement to amend the ATM prospectus supplement to reflect an increase in our existing at themarket offering program to allow for the issuance of an additional $20.0 million in shares of our common stock pursuant to the SalesAgreement, for a total of $35.0 million (inclusive of any amounts sold prior to the date hereof). As of May 7, 2026, we have sold752,744 shares of common stock with an aggregate offering price of approximately $4,331,280 through the at the market offeringprogram pursuant to the Sales Agreement. Therefore, we may offer and sell an aggregate of up to $30,668,720 of our shares ofcommon stock pursuant to this prospectus supplement. We previously offered and sold securities under our shelf registration statement on Form S-3 (File No. 333-291212) pursuant toGeneral Instruction I.B.6, often referred to as the “baby shelf” rule, because our public float was below $75 million. Based on thereported sale price of our common stock of $12.46 per share, as reported on the Nasdaq Global Select Market on May 6, 2026, theaggregate market value of our public float, calculated according to General Instruction I.B.6. of Form S-3, is $175,270,596 based on32,688,557 shares of our common stock outstanding as of May 6, 2026, 2026, of which 14,066,661 shares are held by non-affiliates.As the aggregate market value of our outstanding common equity held by non-affiliates exceeded $75 million, we are no longersubject to the baby shelf limitation on the amount of securities we may sell. Consequently, we are relying on General Instruction I.B.1of Form S-3 and may offer and sell additional securities without the prior 12-month limitations under General Instruction I.B.6. Allother terms of the existing at-the-market offering program and the Sales Agreement remain unchanged. Jefferies will be entitled to compensation at a commission rate of up to 3.0% of the aggregate gross sales price per share soldpursuant to the Sales Agreement, unless otherwise agreed to by Jefferies and the Company. In connection with the sale of our commonstock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation ofJefferies will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontributions to Jefferies against certain civil liabilities, including liabilities under the Securities Act or the Securities Exchange Act of1934, as amended. See “Plan of Distribution” beginning on page S-9 of the ATM prospectus supplement for additional informationregarding the Sales Agent’s compensation. Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “SVCO.” On May 7, 2026, thelast reported sale price of our common stock on Nasdaq was $12.06 per share. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, as such, wehave elected to comply with certain reduced public company reporting requirements for this prospectus supplement and for futurefilings. See “Prospectus Supplement Summary-Implications of Being an Emerging Growth Company and a Smaller ReportingCompany” beginning on page S-1 of the ATM prospectus supplement. Investing in our common stock involves a high degree of risk. You should read this prospectus carefully before you makeyour investment decision. See“Risk Factors”beginning on page S-4of the ATM prospectus supplement, as well as the documentsincorporated by reference therein. Neither the Securities and Exchan