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FALSE000194328900019432892025-03-052025-03-05

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): August 1, 2025
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 2.01. Entry into a Material Definitive Agreement.

On August 1, 2025, Silvaco Group, Inc., a Delaware corporation (the “Company”), Mixel Group, Inc., a California corporation (“Mixel”), the Ashraf K. Takla Living Trust and the Nadia T. Takla Irrevocable Gift Trust (collectively, the “Sellers”) consummated the acquisition by the Company of all outstanding shares of common stock of Mixel (the “Acquisition”) pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) by and among the Company, Mixel and the Sellers.

The Company acquired Mixel for a combination of cash and stock and assumed certain liabilities. The Company and Sellers made customary representations, warranties, covenants and agreements in the Stock Purchase Agreement, including, among others, customary indemnification obligations of each party with respect to breaches of their respective representations, warranties, and covenants, which are subject to certain exceptions, terms, and limitations described further in the Stock Purchase Agreement. The Stock Purchase Agreement also includes certain customary post-closing covenants of the parties.

The Stock Purchase Agreement is attached as Exhibit 2.1 and is incorporated by reference. The foregoing summary is qualified in its entirety by the terms and conditions of the Stock Purchase Agreement. The representations, warranties, and covenants set forth in the Stock Purchase Agreement have been made only for the purposes of such agreement and were solely for the benefit of the parties to the Stock Purchase Agreement. These may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures. They may have been made for the purposes of allocating contractual risk between the parties to the Stock Purchase Agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Stock Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Stock Purchase Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses. It should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Securities and Exchange Commission.


Item 7.01. Regulation FD Disclosure.

On August 4, 2025, the Company issued a press release announcing the consummation of the Acquisition. A copy of the Company’s press release is furnished as Exhibit 99.1


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
104 Cover page interactive data file (embedded within the Inline XBRL document)
* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request



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: August 4, 2025 By: /s/ Babak A. Taheri
Dr. Babak A. Taheri
Chief Executive Officer

EX-99.1 2 a991pressreleasedatedaugus.htm EX-99.1 Document
Exhibit 99.1

Silvaco Completes Acquisition of Mixel Group, Inc. a Provider of Low-Power, High-Performance Mixed-Signal Connectivity IP Solutions

SANTA CLARA, Calif., August 4, 2025 – Silvaco Group, Inc. (“Silvaco”) (NASDAQ: SVCO), a provider of TCAD, EDA software, and SIP solutions that enable semiconductor design and digital twin modeling through AI software and innovation, today announced that it has completed its acquisition of Mixel Group, Inc. (“Mixel”) a provider of low-power, high-performance semiconductor IP targeting high-growth end markets, including mobile, automotive, virtual reality (VR), augmented reality (AR), Internet of things (IoT), and robotics.

The closing of this transaction follows the announcement on July 29, 2025, of the execution of a definitive agreement between the two companies. See Press Release.
With the acquisition now finalized, the Mixel team will become part of Silvaco’s Semiconductor IP Business Unit, enhancing Silvaco’s capabilities in providing innovative connectivity semiconductor IP.

“We’re thrilled to officially welcome the Mixel team to Silvaco,” said Babak Taheri, CEO of Silvaco. “This marks the beginning of an exciting new chapter as we join forces to accelerate innovation and expand the value we deliver to our customers. Mixel brings not only proven technologies and products but also exceptional engineering excellence. By combining Mixel’s silicon-proven semiconductor IPs and talent with Silvaco’s global reach and deep expertise, we expect to bring new solutions to market faster, benefit from emerging opportunities and strengthen customer partnerships that drive our industry forward.”

Mixel provides low-power connectivity silicon IP, specializing in high-performance, programmable serializer/deserializer (SerDes) and physical layer (PHY) solutions including those for mobile and mobile-influenced applications based on MIPI® Alliance applications. With over 25 years of proven silicon success, Mixel has earned a reputation as a trusted IP partner, backed by highly skilled mixed-signal design teams and world-class customer support. Its experienced engineering R&D teams in U.S., Egypt and Vietnam ensure regional and timely customer interactions throughout the Americas, EMEA, and APAC.




About Silvaco Group, Inc. Silvaco is a provider of TCAD, EDA software, and SIP solutions that enable semiconductor design and digital twin modeling through AI software and innovation. Silvaco’s solutions are used for semiconductor and photonics processes, devices, and systems development across display, power devices, automotive, memory, high performance compute, foundries, photonics, internet of things, and 5G/6G mobile markets for complex SoC design. Silvaco is headquartered in Santa Clara, California, and has a global presence with offices located in North America, Europe, Egypt, Brazil, China, Japan, Korea, Singapore, Vietnam, and Taiwan. Learn more at silvaco.com.

MIPI® is registered trademarks owned by MIPI Alliance.

Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding Silvaco’s acquisition of Mixel, technologies and product offerings, business strategy, plans and opportunities, industry and market trends, and the expected benefits and impact of the proposed transaction and combined business on Silvaco’s growth. Forward-looking statements are based on current expectations, estimates, forecasts and projections. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Silvaco’s control. For example, the markets for Silvaco’s products and services may develop more slowly than expected or than they have in the past; operating results and cash flows may fluctuate more than expected; Silvaco may fail to successfully integrate Mixel; Silvaco may fail to realize the anticipated benefits of the acquisition; Silvaco may incur unanticipated costs or other liabilities in connection with acquiring or integrating Mixel; the potential impact of the announcement or consummation of the transaction on relationships with third parties, including employees, customers, partners and competitors; Silvaco may be unable to motivate and retain key personnel; changes in or failure to comply with legislation or government regulations could affect post-closing operations and results of operations; and macroeconomic and geopolitical conditions could deteriorate. The forward-looking statements included in this press release represent Silvaco’s views as of the date of this press release, and Silvaco disclaims any obligation to update any of them publicly in light of new information or future events.

Contacts
Media Relations:
Tiffany Behany, press@silvaco.com

Investor Relations:
Greg McNiff, investors@silvaco.com