svco-20250801

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

(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)

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.



Exhibit No.						Description
2.1*						Stock Purchase Agreement, by and between Silvaco Group, Inc., Mixel Group, Inc., the Ashraf K. Takla Living Trust and the Nadia T. Takla Irrevocable Gift Trust, dated July 29, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 29, 2025.
99.1						Press release dated August 4, 2025
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

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