8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2024

Silvaco Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-42043	27-1503712
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Silvaco Group Inc.

4701 Patrick Henry Drive, Building #23

Santa Clara, CA 95054

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (408) 567-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.0001 par value per share	SVCO	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On June 4, 2024, Silvaco Group, Inc. posted to its website certain historical financial information and an investor presentation that it intends to use from time to time in meetings with investors. Copies of the historical financial information and the presentation are included with this Form 8-K and furnished herewith as Exhibits 99.1 and 99.2, respectively.

The information furnished in this Current Report under this Item 7.01 and the exhibits furnished herewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.	Description
99.1	Certain Historical Financial Information of Silvaco Group, Inc.
99.2	Investor Presentation dated June 4, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SILVACO GROUP, INC.
Date: June 4, 2024	By:	/s/ Babak Taheri
		Dr. Babak Taheri
		Chief Executive Officer

EX-99.1

6/4/24 Silvaco Group, Inc. Financial Results 1 Silvaco Group, Inc. (Nasdaq: SVCO) Financial Metrics ($ in '000s, except Per Share Data and Headcount) Unaudited See Note 1 GAAP Financial Metrics Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY21 FY22 FY23 Revenue 13,551$ 11,375$ 11,747$ 9,801$ 14,291$ 12,525$ 14,944$ 12,486$ 41,963$ 46,474$ 54,246$ YoY Change % 5% 10% 27% 27% 4% 11% 17% GAAP Gross Profit 11,385$ 9,169$ 9,352$ 7,681$ 12,266$ 10,152$ 12,670$ 9,804$ 33,310$ 37,587$ 44,892$ GAAP Gross Margin 84% 81% 80% 78% 86% 81% 85% 79% 79% 81% 83% GAAP Operating Expenses 10,026$ 9,813$ 10,489$ 9,132$ 10,733$ 10,357$ 10,928$ 11,740$ 36,846$ 39,460$ 43,758$ GAAP Operating Expenses % of Sales 74% 86% 89% 93% 75% 83% 73% 94% 88% 85% 81% GAAP Operating Income (Loss) 1,359$ (644)$ (1,137)$ (1,451)$ 1,533$ (205)$ 1,742$ (1,936)$ (3,536)$ (1,873)$ 1,134$ GAAP Operating Margin 10% (6%) (10%) (15%) 11% (2%) 12% (16%) (8%) (4%) 2% GAAP Net Income (Loss) 162$ (973)$ (465)$ (2,652)$ 814$ (331)$ 1,448$ (2,247)$ (1,845)$ (3,928)$ (316)$ GAAP Net Income (Loss) Margin 1% (9%) (4%) (27%) 6% (3%) 10% (18%) (4%) (8%) (1%) GAAP Earnings Per Share 0.01$ (0.05)$ (0.02)$ (0.13)$ 0.04$ (0.02)$ 0.07$ (0.11)$ (0.09)$ (0.20)$ (0.02)$ Shares Diluted (See Note 3) 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 Net Cash (Used In) Provided By Operating Activities (2,473)$ (152)$ (772)$ 1,300$ 501$ 1,665$ (1,835)$ 849$ (2,636)$ (2,097)$ 1,180$ Unaudited Unaudited Non-GAAP Financial Metrics (See Note 2) Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY21 FY22 FY23 Non-GAAP Gross Profit 11,385$ 9,169$ 9,352$ 7,681$ 12,266$ 10,152$ 12,670$ 9,804$ 33,310$ 37,587$ 44,892$ Non-GAAP Gross Margin 84% 81% 80% 78% 86% 81% 85% 79% 79% 81% 83% Non-GAAP Operating Expenses 8,985$ 9,367$ 8,834$ 8,106$ 10,128$ 9,339$ 9,926$ 11,098$ 34,610$ 35,292$ 40,491$ Non-GAAP Operating Expenses % of Sales 66% 82% 75% 83% 71% 75% 66% 89% 82% 76% 75% Non-GAAP Operating Income (Loss) 2,400$ (198)$ 518$ (425)$ 2,138$ 813$ 2,744$ (1,294)$ (1,300)$ 2,295$ 4,401$ Non-GAAP Operating Margin 18% (2%) 4% (4%) 15% 6% 18% (10%) (3%) 5% 8% Non-GAAP Net Income (Loss) 1,869$ (502)$ 424$ (1,374)$ 1,919$ 839$ 2,326$ (1,642)$ (1,685)$ 417$ 3,442$ Non-GAAP Net Income (Loss) Margin 14% (4%) 4% (14%) 13% 7% 16% (13%) (4%) 1% 6% Non-GAAP Earnings Per Share 0.09$ (0.03)$ 0.02$ (0.07)$ 0.10$ 0.04$ 0.12$ (0.08)$ (0.08)$ 0.02$ 0.17$ Non-GAAP Shares Diluted (See Note 3) 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 Free Cash Flow (2,473)$ (156)$ (832)$ 1,275$ 324$ 1,640$ (1,848)$ 725$ (2,735)$ (2,186)$ 841$ Headcount 270 251 267 Note 1: Annual figures derived from audited consolidated financial statements which are available in our Form S-1 and draft Form S1 filings at SEC.GOV. Note 2: The non-GAAP measures presented should not be considered a substitute for the financial results and measures determined or calculated in accordance with GAAP. See Appendix I for more information and a reconciliation of GAAP to Non-GAAP Financials Measures. Note 3: On April 29, 2024, the Company effected a 1-for-2 reverse split of its common stock. All of the outstanding equity amounts have been adjusted, on a retroactive basis, to reflect this 1-for-2 reverse stock split for all periods presented. On May 13, 2024, the Company completed the sale of an aggregate of 6,000,000 shares of Common Stock to the public in the IPO.

6/4/24 Silvaco Group, Inc. Financial Results 2 Silvaco Group, Inc. (Nasdaq: SVCO) Supplemental Sales Information ($ in '000s) Unaudited See Note 1 Revenue by Item Category Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY21 FY22 FY23 Software License 10,803$ 7,882$ 9,261$ 6,465$ 10,665$ 8,845$ 11,083$ 8,738$ 29,687$ 34,411$ 39,331$ YoY Change % (1%) 12% 20% 35% 7% 16% 14% Maintenance and Service 2,748$ 3,493$ 2,486$ 3,336$ 3,626$ 3,680$ 3,861$ 3,748$ 12,276$ 12,063$ 14,915$ YoY Change % 32% 5% 55% 12% (1%) (2%) 24% Total Revenue 13,551$ 11,375$ 11,747$ 9,801$ 14,291$ 12,525$ 14,944$ 12,486$ 41,963$ 46,474$ 54,246$ YoY Change % 5% 10% 27% 27% 4% 11% 17% Unaudited Unaudited Revenue by Product Line Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY21 FY22 FY23 TCAD 7,526$ 6,534$ 7,701$ 5,153$ 8,773$ 7,780$ 7,876$ 7,725$ 24,162$ 26,914$ 32,154$ % of Total Revenue 56% 57% 66% 53% 61% 62% 53% 62% 58% 58% 59% YoY Change % 17% 19% 2% 50% 16% 11% 19% EDA 3,577$ 2,833$ 2,328$ 2,402$ 4,185$ 2,489$ 4,579$ 2,708$ 11,795$ 11,140$ 13,961$ % of Total Revenue 26% 25% 20% 25% 29% 20% 31% 22% 28% 24% 26% YoY Change % 17% (12%) 97% 13% 1% (6%) 25% IP 2,448$ 2,008$ 1,718$ 2,246$ 1,333$ 2,256$ 2,489$ 2,053$ 6,006$ 8,420$ 8,131$ % of Total Revenue 18% 18% 15% 23% 9% 18% 17% 16% 14% 18% 15% YoY Change % (46%) 12% 45% (9%) (24%) 40% (3%) Total Revenue 13,551$ 11,375$ 11,747$ 9,801$ 14,291$ 12,525$ 14,944$ 12,486$ 41,963$ 46,474$ 54,246$ YoY Change % 5% 10% 27% 27% 4% 11% 17% Unaudited Unaudited Revenue by Geography Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY21 FY22 FY23 United States 3,235$ 3,338$ 5,383$ 2,932$ 4,865$ 3,538$ 4,258$ 3,553$ 11,420$ 14,888$ 16,214$ China 2,579 2,305 2,269 3,532 2,680 3,616 2,467 3,647 7,680 10,685 12,410 Japan 1,650 2,975 1,287 1,376 2,310 1,732 1,768 1,746 11,000 7,288 7,556 Korea 2,452 677 665 378 1,178 1,408 3,807 1,112 2,228 4,172 7,505 All other countries 3,635 2,080 2,143 1,583 3,258 2,231 2,644 2,428 9,635 9,441 10,561 Total Revenue 13,551$ 11,375$ 11,747$ 9,801$ 14,291$ 12,525$ 14,944$ 12,486$ 41,963$ 46,474$ 54,246$ YoY Change % 5% 10% 27% 27% 4% 11% 17% Unaudited Unaudited New Bookings by Product Line Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY21 FY22 FY23 TCAD 8,385$ 6,455$ 7,472$ 7,227$ 10,999$ 8,022$ 7,894$ 8,494$ 26,502$ 29,539$ 35,409$ % of Total Bookings 59% 58% 62% 58% 70% 56% 63% 55% 56% 59% 61% YoY Change % 31% 24% 6% 18% 25% 11% 20% EDA 4,193$ 3,374$ 2,774$ 3,650$ 3,205$ 4,255$ 3,335$ 4,179$ 14,336$ 13,991$ 14,974$ % of Total Bookings 30% 30% 23% 29% 20% 30% 27% 27% 30% 28% 26% YoY Change % (24%) 26% 20% 14% (13%) (2%) 7% IP 1,533$ 1,372$ 1,720$ 1,539$ 1,464$ 2,084$ 1,257$ 2,891$ 6,458$ 6,164$ 7,696$ % of Total Bookings 11% 12% 14% 12% 9% 15% 10% 19% 14% 12% 13% YoY Change % 0% 7% 21% (18%) 97% 2% (5%) 25% Total Bookings 14,111$ 11,201$ 11,967$ 12,416$ 15,667$ 14,362$ 12,486$ 15,565$ 47,296$ 49,695$ 58,080$ YoY Change % 11% 28% 4% 25% 8% 5% 17% Remaining Performance Obligation 21,223$ 26,990$ 29,818$ Note 1: Annual figures derived from audited consolidated financial statements which are available in our Form S-1 and draft Form S1 filings at SEC.GOV.

6/4/24 Silvaco Group, Inc. Financial Results 3 Silvaco Group, Inc. (Nasdaq: SVCO) Appendix I - Reconciliation of GAAP to Non-GAAP Financials Measures (Disclaimer) Discussion of Non-GAAP Financial Measures We use certain non-GAAP financial measures to supplement the performance measures in our consolidated financial statements, which are presented in accordance with GAAP. These non-GAAP financial measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income (loss) and non-GAAP net income (loss), non-GAAP diluted earnings (loss) per share, and free cash flow. We use these non-GAAP financial measures for financial and operational decision-making and as a means to assist us in evaluating period-to-period comparisons. We define non-GAAP operating expenses and non-GAAP operating income (loss) as our GAAP operating expenses and GAAP operating income (loss), in each case, adjusted to exclude certain costs, including acquisition-related litigation costs, executive severance, amortization of acquired intangible assets, IPO preparation costs, regulatory compliance costs and impairment charges. We define non-GAAP net income (loss) as our GAAP net income (loss) adjusted to exclude certain costs, including acquisition-related litigation costs, executive severance, amortization of acquired intangible assets, IPO preparation costs, regulatory compliance costs, impairment charges, change in fair value of contingent consideration, foreign exchange (gain) loss, and gain on extinguishment of debt. Our non-GAAP earnings per share is calculate in the same way as our non-GAAP net income (loss), but on a per share basis. We monitor non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP net income (loss) and non-GAAP net earnings per share as non-GAAP financial measures to supplement the financial information we present in accordance with GAAP to provide investors with additional information regarding our financial results. Certain items are excluded from our on-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP net income (loss) and non-GAAP net earnings per share because these items are noncash in nature, or are not indicative of our core operating performance, and render comparisons with prior periods and competitors less meaningful. We adjust GAAP operating income (loss) and net income (loss) for these items to arrive at non-GAAP operating income (loss) and non-GAAP net income (loss) because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structure and the method by which the assets were acquired. By excluding certain items that may not be indicative of our recurring core operating results, we believe that non-GAAP operating income (loss), non-GAAP net income (loss) and non-GAAP diluted earnings (loss) per share, provide meaningful supplemental information regarding our performance. We define free cash flow as net cash (used in) provided by operating activities in the period minus capital expenditures. We believe that free cash flow is an important financial measure for use in evaluating the Company’s ability to generate additional cash from our business operations. Free cash flow should be considered in addition to, rather than as a substitute for net cash provided by operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Therefore, we believe it is important to view free cash flow as supplemental to our entire statement of cash flows We believe these non-GAAP financial measures are useful to investors and others because they allow for additional information with respect to financial measures used by management in its financial and operational decision-making and they may be used by our institutional investors and the analyst community to help them analyze our financial performance and the health of our business. However, there are a number of limitations related to the use of non-GAAP financial measures, and these non-GAAP measures should be

6/4/24 Silvaco Group, Inc. Financial Results 4 Silvaco Group, Inc. (Nasdaq: SVCO) Appendix I - Reconciliation of GAAP to Non-GAAP Financials Measures ($ in '000s, except Per Share Data) Unaudited Unaudited Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY21 FY22 FY23 GAAP Gross Profit 11,385$ 9,169$ 9,352$ 7,681$ 12,266$ 10,152$ 12,670$ 9,804$ 33,310$ 37,587$ 44,892$ Less: N/a - - - - - - - - - - - Non-GAAP Gross Profit 11,385$ 9,169$ 9,352$ 7,681$ 12,266$ 10,152$ 12,670$ 9,804$ 33,310$ 37,587$ 44,892$ GAAP Operating Expenses 10,026$ 9,813$ 10,489$ 9,132$ 10,733$ 10,357$ 10,928$ 11,740$ 36,846$ 39,460$ 43,758$ Less: Acquisition-related litigation costs (320) (201) (534) (285) (236) (233) (723) (515) (1,148) (1,340) (1,707) Less: IPO preparation costs (67) (187) (1,058) (640) (268) (711) (197) (45) - (1,952) (1,221) Less: Amortization of acquired intangible assets (94) (58) (63) (101) (101) (74) (82) (82) (808) (316) (339) Less: Impairment Charges (560) - - - - - - - - (560) - Less: Executive Severance - - - - - - - - (280) - - Non-GAAP Operating Expenses 8,985$ 9,367$ 8,834$ 8,106$ 10,128$ 9,339$ 9,926$ 11,098$ 34,610$ 35,292$ 40,491$ GAAP Operating Income (Loss) 1,359$ (644)$ (1,137)$ (1,451)$ 1,533$ (205)$ 1,742$ (1,936)$ (3,536)$ (1,873)$ 1,134$ Add: Acquisition-related litigation costs 320 201 534 285 236 233 723 515 1,148 1,340 1,707 Add: IPO preparation costs 67 187 1,058 640 268 711 197 45 - 1,952 1,221 Add: Amortization of acquired intangible assets 94 58 63 101 101 74 82 82 808 316 339 Add: Impairment Charges 560 - - - - - - - - 560 - Add: Executive Severance - - - - - - - - 280 - - Non-GAAP Operating Income (Loss) 2,400$ (198)$ 518$ (425)$ 2,138$ 813$ 2,744$ (1,294)$ (1,300)$ 2,295$ 4,401$ GAAP Net Income (Loss) 162$ (973)$ (465)$ (2,652)$ 814$ (331)$ 1,448$ (2,247)$ (1,845)$ (3,928)$ (316)$ Add: Acquisition-related litigation costs 320 201 534 285 236 233 723 515 1,148 1,340 1,707 Add: IPO preparation costs 67 187 1,058 640 268 711 197 45 - 1,952 1,221 Add: Amortization of acquired intangible assets 94 58 63 101 101 74 82 82 808 316 339 Add: Impairment Charges 560 - - - - - - - - 560 - Add: Executive Severance - - - - - - - - 280 - - Add: Foreign Exchange Gain (Loss) 683 39 (732) 535 247 168 (77) (3) (93) 525 335 Add: Change in Fair Value of Contingent Consideration - - 17 (228) 276 65 (9) (7) 295 (211) 325 Less: Gain on Debt - - - - - - - - (2,278) - - Add: Income Tax effect of Non-GAAP Items (17) (14) (51) (55) (23) (81) (38) (27) - (137) (169) Non-GAAP Net Income (Loss) 1,869$ (502)$ 424$ (1,374)$ 1,919$ 839$ 2,326$ (1,642)$ (1,685)$ 417$ 3,442$ GAAP Earnings Per Share 0.01$ (0.05)$ (0.02)$ (0.13)$ 0.04$ (0.02)$ 0.07$ (0.11)$ (0.09)$ (0.20)$ (0.02)$ Add: Acquisition-related litigation costs 0.02 0.01 0.03 0.01 0.01 0.01 0.04 0.03 0.06 0.07 0.09 Add: IPO preparation costs 0.00 0.01 0.05 0.03 0.01 0.04 0.01 0.00 - 0.10 0.06 Add: Amortization of acquired intangible assets 0.00 0.00 0.00 0.01 0.01 0.00 0.00 0.00 0.04 0.02 0.02 Add: Impairment Charges 0.03 - - - - - - - - 0.03 - Add: Executive Severance - - - - - - - - 0.01 - - Add: Foreign Exchange Gain (Loss) 0.03 0.00 (0.04) 0.03 0.01 0.01 (0.00) (0.00) (0.00) 0.03 0.02 Add: Change in Fair Value of Contingent Consideration - - 0.00 (0.01) 0.01 0.00 (0.00) (0.00) 0.01 (0.01) 0.02 Less: Gain on Debt - - - - - - - - (0.11) - - Add: Income Tax effect of Non-GAAP Items (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) - (0.01) (0.01) Non-GAAP Earnings Per Share 0.09$ (0.03)$ 0.02$ (0.07)$ 0.10$ 0.04$ 0.12$ (0.08)$ (0.08)$ 0.02$ 0.17$ Shares used in GAAP and Non-GAAP Earnings Per Share - Basic and Diluted 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000

6/4/24 Silvaco Group, Inc. Financial Results 5 Silvaco Group, Inc. (Nasdaq: SVCO) Appendix I (continued) - Reconciliation of GAAP to Non-GAAP Financials Measures ($ in '000s) Unaudited Unaudited Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY21 FY22 FY23 GAAP Gross Margin 84% 81% 80% 78% 86% 81% 85% 79% 79% 81% 83% Less: N/a 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Non-GAAP Gross Margin 84% 81% 80% 78% 86% 81% 85% 79% 79% 81% 83% GAAP Operating Expenses % of Sales 74% 86% 89% 93% 75% 83% 73% 94% 88% 85% 81% Less: Acquisition-related litigation costs -2% -2% -5% -3% -2% -2% -5% -4% -3% -3% -3% Less: IPO preparation costs 0% -2% -9% -7% -2% -6% -1% 0% 0% -4% -2% Less: Amortization of acquired intangible assets -1% -1% -1% -1% -1% -1% -1% -1% -2% -1% -1% Less: Impairment Charges -4% 0% 0% 0% 0% 0% 0% 0% 0% -1% 0% Less: Executive Severance 0% 0% 0% 0% 0% 0% 0% 0% -1% 0% 0% Non-GAAP Operating Expenses % of Sales 66% 82% 75% 83% 71% 75% 66% 89% 82% 76% 75% GAAP Operating Margin 10% -6% -10% -15% 11% -2% 12% -16% -8% -4% 2% Add: Acquisition-related litigation costs 2% 2% 5% 3% 2% 2% 5% 4% 3% 3% 3% Add: IPO preparation costs 0% 2% 9% 7% 2% 6% 1% 0% 0% 4% 2% Add: Amortization of acquired intangible assets 1% 1% 1% 1% 1% 1% 1% 1% 2% 1% 1% Add: Impairment Charges 4% 0% 0% 0% 0% 0% 0% 0% 0% 1% 0% Add: Executive Severance 0% 0% 0% 0% 0% 0% 0% 0% 1% 0% 0% Non-GAAP Operating Margin 18% -2% 4% -4% 15% 6% 18% -10% -3% 5% 8% GAAP Net Income (Loss) Margin 1% -9% -4% -27% 6% -3% 10% -18% -4% -8% -1% Add: Acquisition-related litigation costs 2% 2% 5% 3% 2% 2% 5% 4% 3% 3% 3% Add: IPO preparation costs 0% 2% 9% 7% 2% 6% 1% 0% 0% 4% 2% Add: Amortization of acquired intangible assets 1% 1% 1% 1% 1% 1% 1% 1% 2% 1% 1% Add: Impairment Charges 4% 0% 0% 0% 0% 0% 0% 0% 0% 1% 0% Add: Executive Severance 0% 0% 0% 0% 0% 0% 0% 0% 1% 0% 0% Add: Foreign Exchange Gain (Loss) 5% 0% -6% 5% 2% 1% -1% 0% 0% 1% 1% Add: Change in Fair Value of Contingent Consideration 0% 0% 0% -2% 2% 1% 0% 0% 1% 0% 1% Less: Gain on Debt 0% 0% 0% 0% 0% 0% 0% 0% -5% 0% 0% Add: Income Tax effect of Non-GAAP Items 0% 0% 0% -1% 0% -1% 0% 0% 0% 0% 0% Non-GAAP Net Income (Loss) Margin 14% -4% 4% -14% 13% 7% 16% -13% -4% 1% 6% Unaudited Unaudited Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 FY21 FY22 FY23 Net Cash (Used In) Provided By Operating Activities (2,473)$ (152)$ (772)$ 1,300$ 501$ 1,665$ (1,835)$ 849$ (2,636)$ (2,097)$ 1,180$ Less: Capital Expenditures - (4) (60) (25) (177) (25) (13) (124) (99) (89) (339) Free Cash Flow (2,473)$ (156)$ (832)$ 1,275$ 324$ 1,640$ (1,848)$ 725$ (2,735)$ (2,186)$ 841$

EX-99.2

APRIL 2024 Investor Presentation June 2024 From Atoms to Systems Enabling Semiconductor Design and AI Through Software Innovation and Automation

©2024 Silvaco Group, Inc. 2 Disclaimer This presentation is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments, of Silvaco Group, Inc. ("Silvaco" or the “Company”). The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Silvaco assumes no obligation to update any information in this presentation, except as required by law. This presentation and the accompanying oral presentation include express and implied “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,"” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These statements may relate to our market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and growth rates, our future results of operations or financial condition, our plans and objectives for future operations, growth, initiatives, or strategies. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the statements. These assumptions, uncertainties and risks include, among others, risks related to market conditions and global economic factors (including the potential adverse effects of the ongoing global COVID-19 pandemic and the ongoing conflicts between Russia and Ukraine), and Israel and Hamas our ability to access debt and equity financing, our efforts to establish and maintain proper and effective internal controls, and other factors relating to our business, operations and financial performance. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make. You should not rely upon forward-looking statements as predictions of future events. Although our management believes that the expectations reflected in our statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we, nor any other person, assumes responsibility for the accuracy and completeness of these statements. Recipients are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements are made and should not be construed as statements of fact. Except to the extent required by federal securities laws, we undertake no obligation to update any information or any forward-looking statements as a result of new information, subsequent events, or any other circumstances after the date hereof, or to reflect the occurrence of unanticipated events. This presentation and the accompanying oral presentation also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions, and estimates of our future performance and the future performance of the markets in which we compete are necessarily subject to a high degree of uncertainty and risk. This presentation contains unaudited financial information. The unaudited financial information has been prepared on the same basis as the Company's audited financial statements and, in the opinion of management, reflects all adjustments necessary for the fair presentation of the unaudited financial information. However, the unaudited financial information contained in this presentation is preliminary and may be subject to change. Accordingly, such financial information may be adjusted or may be presented differently in periodic reports or other filings filed by the Company with the Securities and Exchange Commission, and such differences may be material. In addition, past performance is not a guarantee or indication of future financial condition and/or results of operations and should not be relied upon for such reason. In addition to the financials presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this presentation includes non-GAAP operating income (loss). Non-GAAP metrics have limitations as analytical tools and you should not consider them in isolation or as a substitute for or superior to the most directly comparable financial measures prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of non-GAAP metrics versus their nearest GAAP equivalents. Other companies, including companies in our industry, may calculate non-GAAP metrics differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP metrics as tools for comparison. We urge you to review the reconciliation of Silvaco's non-GAAP metrics to the most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business. See the Appendix for reconciliation between each non-GAAP metric and the most comparable GAAP measure. Silvaco and the Silvaco logo are trademarks of Silvaco Group, Inc. All other trademarks and service marks are the property of their respective owners.

©2024 Silvaco Group, Inc. 3 Comprehensive differentiated software platform for semiconductor innovation Silvaco At-A-Glance #2(1) Global TCAD revenue 8 of 10(2) Largest flat panel display companies use Silvaco’s TCAD 6 of 10(3) Largest semiconductor companies use Silvaco’s EDA EDA SIP TCAD $54.2m Revenue FY 2023 83% Gross Margin FY 2023 800+(5) Customers Founded 1984; Privately-owned, 260+Employees(5) Re-launched with new management team in 2019 $1.1m Operating Income FY 2023 Global presence with HQ and R&D in Silicon Valley, USA 1) 2023 Annual Electronic Design Market Data, Electronic System Design Alliance 2) Largest in terms of revenue from Q4’2022 to Q3’2023 according to Display Supply Chain Consultants (DSCC) 3) Largest in terms of 2022 revenue according to companiesmarketcap.com 4) See definition and GAAP to Non-GAAP reconciliation for Operating Income (loss) in the appendices. 5) Data as of December 31, 2023 • Silvaco is a provider of design automation software for the “technology behind the chip” • Deep expertise and know-how in simulation software platforms from concept to complete product • Silvaco platform drives advances for next gen power semis (SiC, GaN), display, and memory devices $4.4m(4) Non-GAAP Operating Income FY 2023

©2024 Silvaco Group, Inc. 4 Every semiconductor chip begins with a design; Silvaco is an AI enabler Electronic System Design Software is Crucial to the Value Chain Electronic System Design Fab Technology Co-Optimization (FTCOTM) Design Silvaco provides solutions for advanced semiconductor manufacturing and R&D, specializing in Power, Memory and Display technologies Fabrication Packaging Testing Final Chip Serviceable Addressable Market $3.1B(3) ~$0.5B(4) Total Addressable Market $17B(1) $90.6B(2) 1) Total Addressable Market (“TAM”) 2) 2023 ESDA total reported EDA and SIP revenue 3) 2023 revenue based on SEMI press release: https://www.semi.org/en/news-media-press-releases/semi-press-releases/global-total-semiconductor-equipment-sales-forecast-to-reach-record-%24124-billion-in-2025-semi-reports 4) Serviceable Addressable Market (“SAM”) 5) Based on ESDA's breakdown of the EDA software market, which includes SIP, Silvaco estimates its solutions compete in portions of the EDA software market representing $3.1 billion of the global aggregate EDA software market. 6) Silvaco estimate of SAM for its FTCO solution TAM(1) SAM(4) $17B(2) $3.1B(5) $90.6B(3) ~$0.5B(6)

©2024 Silvaco Group, Inc. 5 Solving complex design challenges across end markets Large and Growing Market Opportunity Serving Numerous Applications Silvaco’s Core Focus Markets Power EV & HEV Automobiles Datacenters Industrial Display Flatscreen TVs Wearables Automotive Display Memory DRAM Products Flash Memory Products Artificial Intelligence $3.1B SAM1 Automotive Vehicle Electrification Vehicle Connectivity ADAS IoT Device Industrial Robotics Smart Homes Predictive Maintenance HPC Genomic Sequencing Artificial Intelligence Quantum & Photonics Computing 5G / 6G 4G to 5G/6G Transition High-bandwidth, Low-latency Lower Process Technology Nodes Silvaco’s Other Key Markets 1) Based on ESDA's breakdown of the EDA software market, which includes SIP, Silvaco estimates its solutions compete in portions of the EDA software market representing $3.1 billion of the global aggregate EDA software market.

©2024 Silvaco Group, Inc. 6 A broad product portfolio From Atoms to Systems Platform Systems Foundation IP Interface IP IP Management Circuits Processes Devices Atoms Silvaco TCAD Silvaco EDA Silvaco SIP Fab Technology Co-Optimization (FTCO™) Design Technology Co-Optimization (DTCO) System Design Co-Optimization (STCO)

©2024 Silvaco Group, Inc. 7 Develop semiconductor processes and devices prior to and during manufacturing Victory TCAD Platform OVERVIEW → Model and simulate the manufacturing process → Model and simulate semiconductor and photonic device behavior → Explore trade-offs in performance, power, size and reliability → Accelerate time to yield → Co-Optimize between fab and design 1) 2023 Annual Electronic Design Market Data, Electronic System Design Alliance 2) Largest in terms of revenue from Q4’2022 to Q3’2023 according to Display Supply Chain Consultants (DSCC) VICOTRY TCAD PLATFORM #2 Global TCAD revenue(1) 8 of 10 Largest flat panel display companies(2) Design Technology Co-Optimization (DTCO) Co-opt imizat ion between Fab and Design ModelingDevice SimulationProcess Simulation Solid Modeling Process Device Model Victory Mesh Optimizes results of process simulation for use in device simulation Victory Device Simulates electrical, thermal, optical behavior of semiconductor devices Victory Atomistic Simulates nano structures using quantum physics Utmost IV SPICE circuit simulation model generation SmartSpice Simulates electrical behavior of design Hipex and Victory RCx Parasitics extraction models physical design effects Victory Process Simulates semiconductor manufacturing process

©2024 Silvaco Group, Inc. 8 Complete analog and custom circuit design, layout, simulation & analysis environment Analog/Custom EDA Platform OVERVIEW → Complete analog/custom design flow, including sign-off at select foundries → Simulation and analysis of analog and custom circuits → Accurate simulation model generation → Point tools complement and enhance design flows 1) Largest in terms of revenue from Q4’2022 to Q3’2023 according to Display Supply Chain Consultants (DSCC) 2) Largest in terms of 2022 revenue according to companiesmarketcap.com ANALOG/CUSTOM DESIGN PLATFORM 6 of 10 Largest semiconductor companies(2) 7 of 10 Largest flat panel display companies(1) Gateway Schematic editor captures electrical design intent Expert Layout editor implements physical design intent SmartDRC/LVS Physical verification verifies design compliance to rules Hipex Parasitics extraction models layout induced electrical effects Design Capture and Layout VarMan Statistical variation and yield analysis Utmost IV SPICE Circuit Simulation Model Generation SmartSpice Simulates electrical behavior of design from schematic SmartView Visualization of Simulation Results Jivaro Pro Parasitic Reduction for Faster Simulation Viso Parasitic Analysis Simulation and Analysis

©2024 Silvaco Group, Inc. 9 Silicon-proven, functional SIP blocks used within larger designs Broad Semiconductor IP Portfolio and Management KEY SOLUTIONS → Licensor for NXP IP → AMBA peripherals interface and bus fabric IP → Ultra-low power, low-voltage SRAM compilers → Std. Cell libraries → High-performance I/Os → SIP Management Tool: Enterprise/Cloud level, SIP authentication SIP MANAGMENT Automotive IoT HPC SIP Management I/O AMBA Fabric, Subsystems Embedded SRAM Automotive Standard Cells I3C Processors Power Management

©2024 Silvaco Group, Inc. 10 Emerging technology applications Strong Industry Tailwinds Driving Adoption of Silvaco Platform µLED and Quantum Dot SiC, GaN for EV and Power Chargers Photodetector Flexible Display Solar Cell → Industry adoption of new semiconductor materials → New display technologies → Adoption of new photonics materials → Use SIP to accelerate SoC Time-to-Market

©2024 Silvaco Group, Inc. 11 Lengthy semiconductor R&D cycles allow Silvaco to build strategic partnership with customers A New Era of Semiconductor Design Challenges Numerous Design Challenges…. Increasingly Complex Requirements Smaller process nodes Increased integration Multi-core architectures SiC GaN Quantum dots Time to market Rising costs of design and fabrication …Facing Diverse End Markets / Applications New Materials Go-to-Market Challenges HPC 5G IoT Automotive Compute Phones / Tablets GPUs All Applications All Markets Memory HEV Data Centers Industrial QLED TV Solar Cells LEDs WearablesEV

©2024 Silvaco Group, Inc. 12 A simulatable physics based digital counterpart that mirrors the form, fit and function of the physical world Digital Twin Electron Microscope View Display PanelMicroLED Electron Microscope View WaferMemory Array Digital Twin Real World Electron Microscope View Wafer FinFET Transistor Electron Microscope View OLED Flexible Display Digital Twin Real World

©2024 Silvaco Group, Inc. 13 Removing cost of trial-and-error using AI-driven models through digital twins Silvaco’s AI-Driven Fab Technology Co-Optimization (FTCO™) UNTIL GOOD MODEL Data Generation Fab Data Mining AI-Driven Fab Modeling Electron Microscope View DoE Setup Digital Twin AI-based Model Optimization Technology G O O D M O D E L Good Model 1 Wafer → Artificial intelligence-based solution for wafer-level fabrication facilities: Memory, CMOS, SiC, GaN, etc. → Uses manufacturing data to perform statistical and physics-based machine learning software simulations to create a computer model or ‘digital twin’ 1) While historically we have not participated materially in this market, we plan to expand our presence in fab process optimization.

©2024 Silvaco Group, Inc. 14 Continue to expand presence across key end market Focus on large & growing markets Expand into advanced CMOS, specialized SIP, photonics, and further expansion with AI for Digital Twin Expand market Expand presence through opportunistic M&AStrategic acquisitions Agility of global R&D to serve unique individual customer needsAddress unique customer needs Enhance and maintain relationships with industry leaders Relationships with industry & academic partners Leverage sales and marketing to grow customer base Increase share in underserved segments Growing TAM in semiconductor and photonics Growth Strategy

©2024 Silvaco Group, Inc. 15 Electronic system design software is a crucial part of the semiconductor value chain Why Customers Choose Silvaco EDA Adoption 7 of 10 Largest flat panel display companies1 TCAD Adoption 8 of 10 Largest flat panel display companies1 EDA Adoption 6 of 10 Largest semiconductor companies2 → TCAD platform for SiC, GaN power devices – 100+ power customers → Full platform for display technology development → Fab process optimization for memory and other emerging technologies → Point tools complementing existing IC design flows → Agility to respond to customers’ needs (R&D, Support) 1) Largest in terms of revenue from Q4’2022 to Q3’2023 according to Display Supply Chain Consultants (DSCC) 2) Largest in terms of 2022 revenue according to companiesmarketcap.com 3) 2023 Future Market Insight SiC and GaN Semiconductor Market Report TCAD Adoption 4 of 10 Largest SiC, GaN Power Device Providers3

©2024 Silvaco Group, Inc. 16 Strong Demand from Diverse Customer Base Over 800 customers including over 200 academic institutions 60 59 2022 2023United States China Japan Korea All Other Countries FY23 Revenue by Geography Net Customer Additions Strategic Account Growth Through Land-and-Expand Strategy 1 New Growth 2023 Strategic Accounts1 → Strategic Accounts contributed $23.0M of Silvaco’s $58.1M 2023 bookings and grew at 32% CAGR over past two years 2 Land 2023 New Customers → 14 new customers in Power → 4 new customers in Memory 3 2023 Expand → New products into existing customers 1) Strategic accounts are defined as customers achieving bookings in excess of $1 million over the three-year period concluding on December 31, 2023.

©2024 Silvaco Group, Inc. 17 Proven track record of identifying and integrating products and IP History of Successful Acquisitions Silvaco Has Successfully Integrated 10 Acquisitions TCAD EDA SIP Power integrity sign-off 2015 2016 2017 2018 2020 2021 Variation aware design Enter IP market SPICE netlist analysis & reduction Broaden IP portfolio Foundation IP creation and characterization Atomistic TCAD Memory compiler Silicon substrate analysis Physical verification

©2024 Silvaco Group, Inc. 18 Highly Recurring, Visible Business Model with Multiple Growth Vectors Robust Business Model Growth with Operational Discipline Software Solutions 73%1 Term-Based licenses (averaging 3 years) and semiconductor IP products Maintenance & Services 27%1 Provides additional consistent recurring revenue Quarterly Bookings2 Leading indicator of future revenue Remaining Performance Obligation (RPO) $29.8 million3 Provides visibility into contracted revenue that has not yet been recognized as revenue Global Expansion A comprehensive global enterprise, strategically expanding to meet diverse customer needs Semiconductor IP (SIP) Notable growth in foundries R&D Investment Focused on expanding our R&D with strategic customers/partners to drive next gen technology Strategic Acquisitions A track record of successful integrations that elevate our product portfolio 1) Our software solutions accounted for 73% and 74% of our revenue for the years ended December 31, 2023, and 2022, respectively, and associated maintenance and service services accounted for 27% and 26% of our revenue for the years ended December 31, 2023, and 2022, respectively. 2) We define a booking as a signed contract and related purchase commitment from a customer, based on the value set forth in a purchase order. 3) Remaining Performance Obligation (RPO) which represents contracted revenue that has not yet been recognized, which includes both deferred revenue and backlog, net of cancellations and adjustments, was $29.8 million as of December 31, 2023.

©2024 Silvaco Group, Inc. 19 Financial Summary ($ in millions) ($3.5) ($1.9) $1.1 ($1.3) $2.3 $4.4 2021 2022 2023 $42.0 $46.5 $54.2 2021A 2022A 2023A Revenue Strong Sales Growth Momentum Significant Operating Leverage 2021A GAAP Operating Income(Loss) Non-GAAP Operating Income(Loss)1 $47.3 $49.7 $58.1 2021A 2022A 2023A Bookings FY23 Revenue up 17% YoY Bookings up 17% YoY 202 A 2023A FY23 GAAP Operating Income $1.1 million Non-GAAP Operating Income up 92% YoY 1 Expanding Gross Margins $33.3 $37.6 $44.9 2021A 2022A 2023A 79% 81% 83% Gross Profit Gross Margin 1) See definition and GAAP to Non-GAAP reconciliation for Operating Income (loss) in the appendices.

©2024 Silvaco Group, Inc. 20 Enabling customers’ next-generation products Silvaco Investment Highlights TCAD, EDA, and Semiconductor IP, plus Digital Twin technology for fab process Differentiated Capabilities Provide Competitive Advantages Growing customer base with top-tier customers in established and new marketsProven with Top Tier Customers Trusted and differentiated platform backed by decades of investment and expertiseHigh Barrier to Entry Experienced management team with proven track-record of executing growth and profitable strategies, aiming to transform Silvaco into a market leaderTeam with Deep Industry Expertise Current $3.1B+ opportunity(1) and further expansion with AI for Digital Twin Large and Growing Market Opportunity 1) Based on ESDA's breakdown of the EDA software market, which includes SIP, Silvaco estimates its solutions compete in portions of the EDA software market representing $3.1 billion of the global aggregate EDA software market.

©2024 Silvaco Group, Inc. Thank you.

©2024 Silvaco Group, Inc. 22 Note: We define non-GAAP Operating Income (Loss) to exclude stock-based compensation. Through the period ended December 31, 2023, the Company has not recorded any stock-based compensation expense. Note: We define non-GAAP operating income (loss) as our operating income (loss) adjusted to exclude amortization of acquired intangible assets, certain non-recurring costs, including costs incurred as part of, and in preparation for, this offering, non-recurring costs of legal charges associated with legacy acquisitions, impairment charges, executive severance, amortization of acquired intangible assets, and stock-based compensation.. Through the period ended December 31, 2023, the Company has not recorded any stock-based compensation expenses. 1) Reflects litigation-related expenses incurred in connection with our acquisitions. 2) Includes executive severance which occurred in connection with management changes. 3) Reflects the amortization of intangible assets attributable to our acquisitions. 4) Reflects one-time costs including third-party professional services fees and costs incurred in connection with, and in preparation for, this offering 5) Represents certain legal fees and costs associated with export compliance that are considered non-recurring. 6) Reflects impairment charges related to certain intangible assets assumed through our acquisition of PolytEDA Cloud LLC, or PolytEDA. Category of cost Adjusted: Research & Development expense – Item 3 General & Administrative expenses – Items 1, 2, 4, 5 Impairment Charges – Item 6 Year Ended December 31 ($ in thousands) 2021 2022 2023 Operating Income (Loss) ($3,536) ($1,873) $1,134 Add: Acquisition-related litigation costs 1 1,148 1,340 1,707 Executive severance 2 280 — — Amortization of acquired intangibles 3 808 316 339 IPO preparation costs 4 — 1,429 1,221 Regulatory compliance costs 5 — 523 — Impairment Charges 6 — 560 — Non-GAAP Operating Income (Loss) ($1,300) $2,295 $4,401 Appendix Reconciliation—Non-GAAP Operating Income (Loss)

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Cover	Jun. 04, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 04, 2024
Entity Registrant Name	Silvaco Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-42043
Entity Tax Identification Number	27-1503712
Entity Address, Address Line One	4701 Patrick Henry Drive
Entity Address, Address Line Two	Building #23
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054
City Area Code	408
Local Phone Number	567-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	SVCO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001943289