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Silvaco Group, Inc.
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Silvaco Group, Inc.
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Silvaco Group, Inc.
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2024-04-12
Silvaco Group, Inc.
References: March 26, 2024
Silvaco Group, Inc.
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Silvaco Group, Inc.
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Silvaco Group, Inc.
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Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-11-19 | Company Response | Silvaco Group, Inc. | DE | N/A | Read Filing View |
| 2025-05-14 | SEC Comment Letter | Silvaco Group, Inc. | DE | 333-287174 | Read Filing View |
| 2025-05-14 | Company Response | Silvaco Group, Inc. | DE | N/A | Read Filing View |
| 2024-05-06 | Company Response | Silvaco Group, Inc. | DE | N/A | Read Filing View |
| 2024-05-06 | Company Response | Silvaco Group, Inc. | DE | N/A | Read Filing View |
| 2024-05-03 | Company Response | Silvaco Group, Inc. | DE | N/A | Read Filing View |
| 2024-05-01 | SEC Comment Letter | Silvaco Group, Inc. | DE | 377-06378 | Read Filing View |
| 2024-04-12 | Company Response | Silvaco Group, Inc. | DE | N/A | Read Filing View |
| 2024-03-26 | SEC Comment Letter | Silvaco Group, Inc. | DE | 377-06378 | Read Filing View |
| 2023-09-20 | SEC Comment Letter | Silvaco Group, Inc. | DE | 377-06378 | Read Filing View |
| 2023-01-04 | SEC Comment Letter | Silvaco Group, Inc. | DE | 377-06378 | Read Filing View |
| 2022-10-20 | SEC Comment Letter | Silvaco Group, Inc. | DE | 377-06378 | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-14 | SEC Comment Letter | Silvaco Group, Inc. | DE | 333-287174 | Read Filing View |
| 2024-05-01 | SEC Comment Letter | Silvaco Group, Inc. | DE | 377-06378 | Read Filing View |
| 2024-03-26 | SEC Comment Letter | Silvaco Group, Inc. | DE | 377-06378 | Read Filing View |
| 2023-09-20 | SEC Comment Letter | Silvaco Group, Inc. | DE | 377-06378 | Read Filing View |
| 2023-01-04 | SEC Comment Letter | Silvaco Group, Inc. | DE | 377-06378 | Read Filing View |
| 2022-10-20 | SEC Comment Letter | Silvaco Group, Inc. | DE | 377-06378 | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-11-19 | Company Response | Silvaco Group, Inc. | DE | N/A | Read Filing View |
| 2025-05-14 | Company Response | Silvaco Group, Inc. | DE | N/A | Read Filing View |
| 2024-05-06 | Company Response | Silvaco Group, Inc. | DE | N/A | Read Filing View |
| 2024-05-06 | Company Response | Silvaco Group, Inc. | DE | N/A | Read Filing View |
| 2024-05-03 | Company Response | Silvaco Group, Inc. | DE | N/A | Read Filing View |
| 2024-04-12 | Company Response | Silvaco Group, Inc. | DE | N/A | Read Filing View |
2025-11-19 - CORRESP - Silvaco Group, Inc.
CORRESP 1 filename1.htm Document Silvaco Group, Inc. 4701 Patrick Henry Drive, Building #23 Santa Clara, CA 95054 November 19, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal Branch Chief, Division of Corporation Finance, Office of Technology Re: Silvaco Group, Inc. Registration Statement on Form S-3 File No. 333- 291212 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: November 21, 2025 Requested Time: 4:30 P.M. Eastern Time Dear Ms. Woo, Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Silvaco Group, Inc. (the “ Registrant ”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333- 291212), so that it may become effective at 4:30 p.m. Eastern Standard Time on November 21, 2025, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. The Registrant hereby authorizes Drew Valentine, of White & Case LLP, to orally modify or withdraw this request for acceleration. We request that we be notified of such effectiveness by a telephone call to Drew Valentine at (212) 819-8370 or by email at drew.valentine@whitecase.com. Sincerely, Silvaco Group, Inc. /s/ Candace Jackson SVP, General Counsel and Corporate Secretary CC: Drew Valentine, White & Case LLP
2025-05-14 - UPLOAD - Silvaco Group, Inc. File: 333-287174
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 14, 2025 Babak A. Taheri Chief Executive Officer Silvaco Group, Inc. 4701 Patrick Henry Drive, Building #23 Santa Clara, CA 95054 Re: Silvaco Group, Inc. Registration Statement on Form S-3 Filed May 12, 2025 File No. 333-287174 Dear Babak A. Taheri: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Edwin Kim at 202-551-3297 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Drew Valentine, Esq. </TEXT> </DOCUMENT>
2025-05-14 - CORRESP - Silvaco Group, Inc.
CORRESP 1 filename1.htm Document Silvaco Group, Inc. 4701 Patrick Henry Drive, Building #23 Santa Clara, CA 95054 May 14, 2025 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Silvaco Group, Inc. Registration Statement on Form S-3 File No. 333-287174 Acceleration Request Requested Date: May 16, 2025 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the United States Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-287174) (the “ Registration Statement ”), of Silvaco Group, Inc. (the “ Company ”). We respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on Friday, May 16, 2025, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, DLA Piper LLP (US), by calling Drew Valentine at (512) 457-7019. Thank you for your assistance in this matter. Very truly yours, Silvaco Group, Inc. By: /s/ Candace Jackson Name: Candace Jackson Title: SVP, General Counsel and Corporate Secretary cc: Dr. Babak A. Taheri (Silvaco Group, Inc.) Drew Valentine (DLA Piper LLP (US))
2024-05-06 - CORRESP - Silvaco Group, Inc.
CORRESP 1 filename1.htm Document May 6, 2024 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Robert Littlepage, Accounting Branch Chief Joseph Kempf, Senior Staff Accountant Alexandra Barone, Staff Attorney Matthew Crispino, Staff Attorney Re: Silvaco Group, Inc. Registration Statement on Form S-1 File No. 333-278666 Acceleration Request Requested Date: May 8, 2024 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Silvaco Group, Inc. (the “Registrant”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-278666) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may orally request (the “Registration Statement Acceleration Request”) via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Registrant hereby authorizes Drew Valentine of DLA Piper LLP (US), counsel for the Registrant, to make such request on the Registrant’s behalf. We request that we be notified of the effectiveness of the Registration Statement by telephone to Drew Valentine of DLA Piper LLP (US) at 512-457-7019, or in his absence, Gurpreet S. Bal of DLA Piper LLP (US) at 650-833-2155. Thank you for your assistance. Very truly yours, /s/ Dr. Babak A. Taheri Dr. Babak A. Taheri Chief Executive Officer and Director cc: Dr. Babak A. Taheri (Silvaco Group, Inc.) Drew Valentine (DLA Piper LLP (US)) Gurpreet S. Bal (DLA Piper LLP (US)) Eric Jensen (Cooley LLP) Richard Segal (Cooley LLP) Darah Protas (Cooley LLP)
2024-05-06 - CORRESP - Silvaco Group, Inc.
CORRESP 1 filename1.htm Document May 6, 2024 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Robert Littlepage, Accounting Branch Chief Joseph Kempf, Senior Staff Accountant Alexandra Barone, Staff Attorney Matthew Crispino, Staff Attorney Re: Silvaco Group, Inc. Registration Statement on Form S-1 File No. 333-278666 Acceleration Request Requested Date: May 8, 2024 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Silvaco Group, Inc. (the “Company”) for acceleration of the effective time of the above-referenced Registration Statement, requesting effectiveness as of 4:30 P.M., Eastern Time, on May 8, 2024, or at such later time as the Company or its outside counsel, DLA Piper LLP (US), may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement. We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [Signature Page Follows] Very truly yours, JEFFERIES LLC TD SECURITIES (USA) LLC As representatives of the underwriters JEFFERIES LLC By: /s/ Becky Steinthal Name: Becky Steinthal Title: Managing Director TD SECURITIES (USA) LLC By: /s/ Christopher R. Weekes Name: Christopher R. Weekes Title: Manager Director [Signature Page to Underwriters’ Acceleration Request]
2024-05-03 - CORRESP - Silvaco Group, Inc.
CORRESP 1 filename1.htm Document DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 www.dlapiper.com Drew M. Valentine drew.valentine@us.dlapiper.com T 512 457 7019 May 3, 2024 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Robert Littlepage, Accounting Branch Chief Joseph Kempf, Senior Staff Accountant Kathryn Jacobson, Senior Staff Accountant Jan Woo, Legal Branch Chief Matthew Crispino, Staff Attorney Re: Silvaco Group, Inc. Amendment No. 2 to Form S-1 Filed on April 30, 2024 File No. 333-278666 Ladies and Gentlemen: On behalf of Silvaco Group, Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission by comment letter dated May 1, 2024 (the “Comment Letter”) with respect to the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”). This letter is being submitted together with Amendment No. 3 (“Amendment No. 3”) to the Registration Statement, which has been provided to address the Staff’s comment. The bold and numbered paragraph below corresponds to the numbered paragraph in the Comment Letter and is followed by the Company’s response. Amendment No. 2 to Form S-1 Filed on April 30, 2024 Preliminary Results for the Three Months Ended March 31, 2024 (Unaudited), page 8 1. We note your disclosure of a preliminary estimated range of operating income for the quarter ended March 31, 2024. Tell us whether you have available preliminary estimates of net income (loss) for the quarter ended March 31, 2024. If so, please disclose or explain to us your consideration of why such disclosure would not be appropriate. Division of Corporation Finance May 3, 2024 Page 2 Response: The Company respectfully acknowledges the Staff's comment and has revised the disclosure on page 8 of Amendment No. 3 to provide preliminary estimates of net income. * * * * Division of Corporation Finance May 3, 2024 Page 3 We and the Company appreciate the Staff’s attention to the review of the Registration Statement. Please do not hesitate to contact me at (512) 457-7019, or in my absence, my partner Gurpreet S. Bal at (650) 833-2155, if you have any questions regarding this letter or the Registration Statement. Very truly yours, DLA Piper LLP (US) /s/ Drew M. Valentine Drew M. Valentine Partner DLA Piper (US) LLP Enclosures cc: Dr. Babak A. Taheri (Silvaco Group, Inc.) Gurpreet S. Bal (DLA Piper LLP (US))
2024-05-01 - UPLOAD - Silvaco Group, Inc. File: 377-06378
United States securities and exchange commission logo
May 1, 2024
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. 2 to Form S-1
Filed on April 30, 2024
File No. 333-278666
Dear Dr. Babak A. Taheri:
We have reviewed your amended registration statement and have the following
comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amended Form S-1 Filed on April 30, 2024
Preliminary Results for the Three Months Ended March 31, 2024 (Unaudited), page 8
1.We note your disclosure of a preliminary estimated range of operating income for the
quarter ended March 31, 2024. Tell us whether you have available preliminary estimates
of net income (loss) for the quarter ended March 31, 2024. If so, please disclose or explain
to us your consideration of why such disclosure would not be appropriate.
FirstName LastNameDr. Babak A. Taheri
Comapany NameSilvaco Group, Inc.
May 1, 2024 Page 2
FirstName LastName
Dr. Babak A. Taheri
Silvaco Group, Inc.
May 1, 2024
Page 2
Please contact Joseph Kempf at 202-551-3352 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Drew Valentine
2024-04-12 - CORRESP - Silvaco Group, Inc.
CORRESP 1 filename1.htm Document DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 www.dlapiper.com Drew M. Valentine drew.valentine@us.dlapiper.com T 512 457 7019 April 12, 2024 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Robert Littlepage, Accounting Branch Chief Joseph Kempf, Senior Staff Accountant Kathryn Jacobson, Senior Staff Accountant Alexandra Barone, Staff Attorney Matthew Crispino, Staff Attorney Re: Silvaco Group, Inc. Amendment No. 6 to Draft Registration Statement on Form S-1 Submitted March 18, 2024 CIK No. 0001943289 Ladies and Gentlemen: On behalf of Silvaco Group, Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by comment letter dated March 26, 2024 (the “Comment Letter”) with respect to the Company’s Amendment No. 6 to the Draft Registration Statement on Form S-1 (the “Draft Registration Statement”). This letter is being submitted together with the publicly filed Registration Statement on Form S-1 (the “Registration Statement”), which has been provided to address various of the Staff’s comments. The bold and numbered paragraphs below correspond to the numbered paragraphs in the Comment Letter and are followed by the Company’s responses. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement. Amendment No. 6 to Draft Registration Statement on Form S-1 Submitted March 18, 2024 Use of Proceeds, page 53 1.We note that the company intends to use a portion of the offering proceeds to repay the 2022 Credit Line and the East West Bank Loan. Please expand your disclosure to include the interest rates and maturity of such indebtedness. Refer to Item 504 of Regulation S-K. Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 54 of the Registration Statement. * * * * Division of Corporation Finance April 12, 2024 Page 2 We and the Company appreciate the Staff’s attention to the review of the Registration Statement. Please do not hesitate to contact me at (512) 457-7019, or in my absence my partner Gurpreet S. Bal at (650) 833-2155, if you have any questions regarding this letter or the Registration Statement. Very truly yours, DLA Piper LLP (US) /s/ Drew M. Valentine Drew M. Valentine Partner DLA Piper (US) LLP Enclosures cc: Dr. Babak A. Taheri (Silvaco Group, Inc.) Gurpreet S. Bal (DLA Piper LLP (US))
2024-03-26 - UPLOAD - Silvaco Group, Inc. File: 377-06378
United States securities and exchange commission logo
March 26, 2024
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. 6 to Draft Registration Statement on Form S-1
Submitted March 18, 2024
CIK No. 0001943289
Dear Dr. Babak A. Taheri:
We have reviewed your amended draft registration statement and have the following
comment.
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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 6 to Draft Registration Statement on Form S-1
Use of Proceeds, page 53
1.We note that the company intends to use a portion of the offering proceeds to repay the
2022 Credit Line and the East West Bank Loan. Please expand your disclosure to include
the interest rates and maturity of such indebtedness. Refer to Item 504 of Regulation S-K.
FirstName LastNameDr. Babak A. Taheri
Comapany NameSilvaco Group, Inc.
March 26, 2024 Page 2
FirstName LastName
Dr. Babak A. Taheri
Silvaco Group, Inc.
March 26, 2024
Page 2
Please contact Joseph Kempf at 202-551-3352 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Alexandra Barone at 202-551-8816 or Matthew Crispino at 202-551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Drew Valentine
2023-09-20 - UPLOAD - Silvaco Group, Inc. File: 377-06378
United States securities and exchange commission logo
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.
FirstName LastNameDr. Babak A. Taheri
Comapany NameSilvaco Group, Inc.
September 20, 2023 Page 2
FirstName LastName
Dr. Babak A. Taheri
Silvaco Group, Inc.
September 20, 2023
Page 2
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.
FirstName LastNameDr. Babak A. Taheri
Comapany NameSilvaco Group, Inc.
September 20, 2023 Page 3
FirstName LastName
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,
Division of Corporation Finance
Office of Technology
cc: Drew Valentine
2023-01-04 - UPLOAD - Silvaco Group, Inc. File: 377-06378
United States securities and exchange commission logo
January 4, 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. 1 to Draft Registration Statement on Form S-1
Submitted December 19, 2022
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. Unless we note otherwise, our references to prior comments are to comments in our
October 22, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Impact of COVID-19, page 55
1.We note your response to prior comment 5. Please quantify any specific COVID-19
impact you have experienced to your results of operations, financial condition and
relevant metrics.
FirstName LastNameDr. Babak A. Taheri
Comapany NameSilvaco Group, Inc.
January 4, 2023 Page 2
FirstName LastName
Dr. Babak A. Taheri
Silvaco Group, Inc.
January 4, 2023
Page 2
Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-9
2.Please expand your revenue recognition policy disclosure
concerning device characterization, modeling and SIP integration services to fully comply
with the guidance found in ASC paragraphs 606-10-50-17 through 606-10-50-20.
You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 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,
Division of Corporation Finance
Office of Technology
cc: Gabriella Lombardi
2022-10-20 - UPLOAD - Silvaco Group, Inc. File: 377-06378
United States securities and exchange commission logo
October 20, 2022
Dr. Babak A. Taheri
Chief Executive Officer
Silvaco Group, Inc.
4701 Patrick Henry Drive, Building #23
Santa Clara, CA 95054
Re:Silvaco Group, Inc.
Draft Registration Statement on Form S-1
Submitted September 23, 2022
CIK No. 0001943289
Dear Dr. Babak A. Taheri:
We have reviewed your 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.
Draft Registration Statement on Form S-1 Submitted September 23, 2022
Cover Page
1.Please remove the Filing Fee Table from the cover page and file it as an exhibit to this
registration statement. Refer to Item 601(b)(107) of Regulation S-K.
Prospectus Summary
Overview, page 1
2.Please expand your disclosure of your total addressable market opportunity for EDA
software to address any assumptions and limitations associated with the calculation of
such specific market opportunity.
FirstName LastNameDr. Babak A. Taheri
Comapany NameSilvaco Group, Inc.
October 20, 2022 Page 2
FirstName LastName
Dr. Babak A. Taheri
Silvaco Group, Inc.
October 20, 2022
Page 2
Risk Factors
Our international sales constitute a substantial portion of our revenue and could be negatively
affected..., page 19
3.You disclose that you have a wholly foreign-owned enterprise operating in China as well
as employees and customers in China. Please expand your disclosure to discuss the extent
of your operations in China, including quantifying the portion that your enterprise in
China contributes to your operations and revenues. Also, discuss the material risks
resulting from your China-based business operations.
Our operations could be disrupted by geopolitical conditions..., page 20
4.Please describe the extent and nature of the role of the board of directors in overseeing
risks related to Russia’s invasion of Ukraine. This could include risks related to
cybersecurity, sanctions, employees based in affected regions, and supply
chain/suppliers/service providers in affected regions as well as risks connected with
ongoing or halted operations or investments in affected regions.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Impact of COVID-19, page 52
5.We note your general disclosures of the social and economic impacts from COVID-
19 both here and on page 24. Please expand to discuss the specific COVID-19 impact
you have experienced to your results of operations, financial condition and relevant
metrics. Refer to CF Disclosure Guidance: Topic No. 9 and 9A for additional guidance.
Key Factors Affecting our Results of Operations and Future Performance, page 53
6.Please disclose any known trends or uncertainties that have had or are reasonably likely to
have a material impact on your cash flows, liquidity, capital resources, cash requirements,
financial position, or results of operations arising from, related to, or caused by the global
disruption from, Russia’s invasion of Ukraine. Trends or uncertainties may include
impairments of financial assets or long-lived assets; declines in the value of inventory,
investments, or recoverability of deferred tax assets; the collectability of consideration
related to contracts with customers; and modification of contracts with customers. In this
regard, we note that your business is tied to the semiconductor industry, which has been
adversely impacted by Russia’s invasion of Ukraine.
Relationships with Key Customers, page 53
7.We note your disclosure here and on page 77 regarding the significance of your
relationships with key customers. Revise your disclosure here and in your Business
section, as appropriate, to provide the material terms of your agreements with
your key customers, including whether you have written agreements with these parties.
FirstName LastNameDr. Babak A. Taheri
Comapany NameSilvaco Group, Inc.
October 20, 2022 Page 3
FirstName LastName
Dr. Babak A. Taheri
Silvaco Group, Inc.
October 20, 2022
Page 3
Shares Eligible for Future Sale
Lock-Up Agreements, page 110
8.Please revise to summarize the exceptions to the lock-up agreements with your
officers, directors and existing stockholders.
Financial Statements
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation, page F-8
9.We note the Company's seventeen subsidiaries "are all directly or indirectly owned or
controlled by the Company." Disclose your accounting policies concerning the
consolidation of subsidiaries that are controlled on a basis other than ownership and
advise us. You should fully comply with the disclosure requirements of ASC 810.
Revenue Recognition, page F-9
10.Please expand your revenue recognition policy note to fully address your policies with
respect to custom development. Describe in this disclosure the custom development
activities and the contractual terms under which you contract with customers to provide
such services.
General
11.You refer to your prior operations in Russia and Ukraine. Please describe the direct or
indirect impact of Russia’s invasion of Ukraine on your business. In addition, please also
consider any impact:
•resulting from sanctions, limitations on obtaining relevant government approvals,
currency exchange limitations, or export or capital controls, including the impact of
any risks that may impede your ability to sell assets located in Russia, Belarus, or
Ukraine, including due to sanctions affecting potential purchasers;
•resulting from the reaction of your investors, employees, customers, and/or other
stakeholders to any action or inaction arising from or relating to the invasion,
including the payment of taxes to the Russian Federation; and
•that may result if Russia or another government nationalizes your assets or operations
in Russia, Belarus, or Ukraine.
If the impact is not material, please explain why.
12.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communication.
FirstName LastNameDr. Babak A. Taheri
Comapany NameSilvaco Group, Inc.
October 20, 2022 Page 4
FirstName LastName
Dr. Babak A. Taheri
Silvaco Group, Inc.
October 20, 2022
Page 4
You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 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,
Division of Corporation Finance
Office of Technology
cc: Gabriella Lombardi