I don't think you can treat owners of the same shares differently in the way this is suggesting. The VC shareholders and the employee shareholders are probably on equal footing and getting the same price. VCs will own preferred but I doubt that is enough to windfall them at the expense of the common shareholders.
So if VCs are getting paid a certain share price, employees with vested stock almost certainly are getting the same price. And probably employees with vested options can either exercise now or will just get paid the net during the transaction.
Yes, the company is probably doomed so people staying there are not doing well, but they also just got paid a 3x premium on their vested equity.
Yes I think you are right here. The purchase price is high enough for all parties to be get return on their shares, and whilst there will be a waterfall for who gets paid first, I doubt many people will be unhappy with this deal.
i thought so at first, but I did some digging and changed my mind. it's possible the following is how it goes:
- secondary transaction with the preferred shareholders (VCs) at some price that implies a 20b valuation
- founders quit and get new employment agreements
- some cash is transferred to the company as a license fee
- no acquisition means no DOJ approval
in this scenario the headline can be $20b but the cash expense can be much lower, you have full flexibility to direct whatever cash or equity you want to founders vs the rest of the company, as an up front payment or as retention/salary, and the founders have no hinderance from working on anything they touched at previous company because of IP license.
I actually bet this is how it went down. This is becoming the standard in the industry and it's just awful for the future of SV
as long as the transaction is reasonable, they've held up this fiduciary duty.
And the minority holders will need to sue for damages in any case, it's not an "automatic" crime. The cost of that suit will be more than the value of the gains and damages awarded.
Therefore, minority shareholders in a startup are highly likely to get screwed - not to mention they don't get a say in decisions being made at the top.
The only thing preventing this is social pressure (ala, reputational damage, if the founder did it). And if the payday is high enough, the reputational damage is irrelevant (you'd be out of the game with a big enough payday!)
> The cost of that suit will be more than the value of the gains and damages awarded.
In many cases this is so, but here we are talking about tens of billions in value. Even a few percent of value won is worth lawyering up to the hilt for.
> as long as the transaction is reasonable
What does “reasonable” mean? If the OP is correct and selling the IP guts the company then it seems hard to justify. I also don’t think you can reduce the concept of fiduciary duty in this way. It’s a well-defined term of art with specific precedent.
likely they can vote for the deal with their personal bias without any repercussions, whereas the CFO can be directly targeted so he stayed on the ship.
Wouldn't this imply that the founder's don't get paid either? The acquirer would simply need to have buy-in from the investors to make the deal happen, and the founder would need an offer that is bigger than any other possible "soft landing."
Founders could either get paid through secondary as well or through new employment agreements. Secondary is much more tax efficient, otherwise it doesn't really matter
Doesn’t this depend on how the ip was structured? If it was kept as a separate entity, or the firm named ownership of the ip in nonstandard terms, then they could pay investors but not employees.
Unfortunately, we could likely find thousands of different ways not to pay employees given they don’t have board seats, and are typically on non standard equity.
>"Non-exclusive" means no monopoly concerns (anyone can license Groq's tech)
- except that you can bet only Nvidia gets the absolute top of the line architechture and design - - - - - all others get 2nd best or worse.
>The "non-exclusive" label is legal fiction. When you acquire all the IP and hire everyone who knows >how to use it, exclusivity doesn't matter.
But the “non exclusive” part is what significantly weakens any case the US DOJ may consider bringing forth, if at all..
If I was in the Nvidia camp I would be admiring how brillant the strategy was all formulated, in fact, I have to believe that IP attorney's were consulted on how best to avoid DOJ scrutiny.
On the other hand, there will be those who can see how this limits competition. It would be interesting to have some of our HN attorneys weigh on on this deal.
As you said about the remaining employees: . . . Their equity is worthless. . . <they> got nothing while Chamath made $2B. Is Chamath a conniving scoundrel ? I'll let others judge. Maybe someday we'll see Zuckerberg and Chamath in the ring together - - Elon seems to have bowed out.
The “non exclusive” thing may come back to bite them. If another big player comes in to lic the tech and get “different” tech than nvidia it opens up law suits. Also this seems like it’s just a bet on time. The head engineer who invented this technology will be replicated. But I guess that will take a while and the margin money machine will print Bs while the dust settles.
I'm pretty sure Nvidia overpaid so that groq can charge the same absurd price to the second customer to whom the company's IP is worth maybe a billion or two.
It’s also possible that both are correct, and the deal is actually illegal. It’s pretty common for deals to push close to the line to extract maximum value for one set of parties, and sometimes this is misjudged.
I guess we just need to wait and see if the common holders are happy or sue.
very likely the VCs have a clause that allows them to trade at every re-valuation, whereas employees are locked in vested periods, and likely to see their stocks devalue by the time they can cash out.
it’s true, you can’t. however the VCs and the employees don’t own the same shares. even the VCs in different rounds don’t own the same shares.
where TFA analysis falls short is assuming employees have to be paid out at all. since the execs are moving over, there’s definitely some equity being traded in this “non-exclusive licensing deal” but it doesn’t have to involve common stock at all.
I wonder how the startup scene will adjust to this if it becomes mainstream. can employee contracts be modified to force compensation even in this case? seems difficult to write one up without weird second order effects.
if this does end up being something that is legal and successfully circumvents anti trust, does it mean antitrust actually is a failure in practice?
2026 hasn't even begun and more shenanigans are in flight.
but if it does, will it mean we are in the endgame. More and more value extraction by fewer and fewer people and entities under noble or complex reasoning.
And if my cat was an eldritch god in disguise life as we know it is in danger because I forgot to feed him this morning and surely he'll take revenge by destroying the universe.
Credit where credit due: "creative regulatory evasion" was first attributed to Professor Michael P. Fleming of the University of Cincinnati College of Law to describe the tactics employed by the small loan industry to circumvent early 20th-century usury law.
Seems this would likely be one of the most salient terms the DOJ would use at trial.
Regulations shouldn’t have to change with every new fintech innovation, and the IRS already has the necessary laws in place to catch and prosecute abuse of unpredicted loophole technicalities as tax fraud with intent. We’re better off applying a general tax to “gross revenue not paid as wages” and directing it to a universal basic income fund. The purchase price is gross revenue, and the less they pay out as employee wages, the more the (not subject to deductions) tax charge becomes. Sure, they might still fuck over workers, but at least the workers could afford to quit (thanks, UBI) — and VCs would face the choice of taking half the payment and fucking over workers, or taking the same size payment while not fucking over workers. They may be selfish, but they’re not so self-destructive as to choose the former out of spite: it would utterly destroy their ability to hire brilliance in the future, especially once people can afford to say no.
> Regulations shouldn’t have to change with every new fintech innovation…
Hard disagree given that a lot of fintech innovation is increasingly devious ways to circumvent the spirit and the letter of the law
> … and VCs would face the choice of taking half the payment and fucking over workers, or taking the same size payment while not fucking over workers. They may be selfish, but there not so self-destructive as to choose the former out of spite
Also hard disagree. The VC and investor people I’ve met and work with seemed to have a cultural aversion to labor being anywhere near the same level of compensation or power as them. I would fully expect them to take a deal that fucked over the employees if they got paid the same either way.
You’d have to tune your suggested system so that not fucking over the employees was heavily incentivized
Works for me! I do tend to be more optimistic than most. I would scale it so that the tax scale is applied with an exponential factor that concentrates the impact on high-revenue businesses while protecting low-revenue ones. (And I suppose as a bonus it would provide a financial counter-incentive against merged conglomerates, too.)
This comment is not cool, and is not welcome on HN.
You had a history of guidelines-breaking comments and moderator warnings up until a few years ago, and we've not seen any comments from you until the past month or so, and now you're back into those bad old patterns. You are of course welcome to participate here. But this is only a place where people want to participate because we have clear guidelines, and most people take care to observe them. Please do your part to raise standards here rather than dragging them downward.
It doesn’t have to be “grotesque” to be in breach of the guidelines. The guidelines ask us to be kind, to avoid swipes and sneers, and to converse curiously.
If it was a one off we’d be content to leave it flagged and move on but we’re talking about a pattern from years ago that seems to be resuming, and we need you to end that pattern now, thanks.
isn't it true though that laws that have frequently abused loopholes that effectively go against the spirit of the law are indeed failures? isn't that the entire purpose of having lawmakers who are constantly evaluating such things?
IANAL, and am especially weak on US law, but I suspect this is only an antitrust loophole if the administration chooses not to act. Substance over form must apply? Pretty sure this wouldn't fly in European law.
If it was a normal acquisition, it would automatically trigger anti-trust investigations. Under the current administration, I think it is unlikely the acquisition would be blocked (although it probably should be...), but it would involve more bureaucracy, and would take longer.
Acquiring a company due to a loophole strategy is worth exponentially more than what they paid for. Its a good strategy if the aim is to beat the AI bubble and survive it after the smoke clears. not bad. Better than financing numerous data centers for no use when the bubble crashes.
I actually managed to find video of Jonathan Ross discussing how GroqCloud was moving forward with Simon Edwards. It puts everything in proper perspective:
So many companies doing non-"acquisitions" during this AI boom!
Though this one is at least more comprehensive than say, Google simply hiring back Noam Shazeer from Character.AI or OpenAI taking Windsurf
It's only a "loophole" if you believe psychopaths like Linda Khan should also be able to dictate whether companies can hire particular employees or purchase products.
What is keeping Google/Amazon/Microsoft from licensing Groq’s tech? Sans people to be sure but at substantially reduced price. The Groq Cloud people should owe no allegiance to Ross.
BTW, the FA says Nvidia bought the patents. That’s probably an overstatement. Grow said non-exclusive licensing and Nvidia hasn’t said anything.
I think Nvidia licensed the IP and ‘bought’ (handcuffed) the people.
> Groq built the region's largest inference cluster in eight days in December 2024. From that Dammam facility, GroqCloud serves "nearly four billion people regionally adjacent to the KSA." This isn't API access. This is critical AI infrastructure for a nation-state, funded by the Public Investment Fund, processing inference workloads at national scale.
Maybe I'm just completely out of touch, and hardware has never been my expertise, but does it take O(days) and not O(years) to build data centers these days? I know Grok DCs in Memphis were built under a year cutting many corners and using plenty loopholes, but even by those standards, bringing up a full data center in just over a week sounds impossible without some insane construction automation to me.
Physically building a datacenter yes. Repurposing a crypto datacenter for a new purpose, no. But days is hyperbolic no matter how you look at it unless they’re reusing ALL the existing infrastructure (network/security/hvac/physical server racks/some amount of compute). And aren’t actually including the time to procure the inferencing chips.
You can call up Cisco tomorrow and offer them a billion dollars to get you an entire datacenter worth of switches tomorrow and the answer is going to be no because they just don’t keep that much inventory sitting around. That’s why covid was such a shitshow.
I should give a caveat of: they could in theory redirect existing orders to you but would likely be violating contractual obligations and risk a lawsuit from the fortune 500 Peter they robbed to pay you Mr. Paul.
they are likely referring to their hardware deployment. Which can be done in days. The datacenter is owned and operated by someone else and they just bring in the racks.
This behavior is extremely damaging to the startup scene. Who would join a startup these days unless it’s run by a close friend or relative? At least in that case, the scorned junior employees would have social recourse.
It's not like larger companies don't also screw over their employees in various ways. After having to leave AWS due to my fully distributed team that was formed during WFH being forced to "return" to an office that most of ever never lived near, I've preferred working for smaller companies not because I care about equity (I'm in the fortunate position that I can survive comfortably and save for retirement on my salary rather than needing to rely on the value from options/RSUs), but because my confidence in my ability to predict where things are headed goes down increasingly with each additional level of management between me and whoever has the power to arbitrarily decide to upend my employment on a whim. In the long run, I'll probably be fine if my employer doesn't make me rich, so as long as my projected retirement age isn't actively getting pushed back based on my current income and spending, I'd rather optimize for minimizing the likelihood I suddenly find myself unemployed due to untenable working conditions or getting unexpectedly laid off. My experience at startups has been that it's a lot easier to tell when things might start to get dicey several months down the line and start to prepare for if I need to find another gig. With a large company, I've seen that happen much more suddenly for people who had no reason to suspect they might need to in advance.
My health insurance from AWS was about the same coverage/cost that I got from a startup I worked at that had 10 employees for a year or so afterwards, but the insurance from the startup had much better humans for me to talk to when there were issues. As for the extra money, my point was that I've found my quality of life is higher working for companies where I know where I stand in the medium-to-long term.
I definitely don't have any illusions that this is based on a number of personal factors (e.g. my overall financial situation making any additional income not likely to drastically change my quality of life and the somewhat unorthodox medical needs of someone in my family causing me to need to talk to the insurance company a few times a year to sort things out). The comment at the beginning of this thread was asking " Who would join a startup these days?" though, so my answer is basically "someone like me". I don't pretend to have any idea how many others like me there are, only that the tradeoffs for larger companies don't really make much sense for me.
I don't think this makes it much worse because that's hard to do, it's already terrible. Getting screwed by startup founders has been the status quo for at least 15 or 20 years now.
If you're just a worker then demand fair market wages, work healthy hours, and treat your useless class of shares as already used and discarded scratch off lottery tickets.
If you join a startup, and have equity that isn’t special in some way (defending against liquidation preference or dilution), you’re the sucker. You’re just going to grind for someone else’s payday when a deal is made in a room you’re not in. You’ll only be made rich if someone with the power to drive the decision thinks you should be. As always, it’s who you know and being likable.
I’ve thought about this comment, and am replying to it to amend it (as the edit window has passed). I made this comment based on observations I’ve seen during this AI investment bubble and before it. Most times, common shareholders get the short end of the stick. But I will add, there are some “less than the majority” situations where I have seen employee shareholders treated with dignity and respect, and provided access to liquidity accordingly, and I would be remiss if I did not call that out. It will be challenging to know ahead of time, but there are decent people out there who won’t take advantage or use their power against you economically (imho). “Be lucky” is unfortunately not actionable.
It is definitely time to stop looking at equity as part of pay at a startup. The trend is extremely clear, startups aren't paying out to employees but the C suite gets internal raises and IPO is pushed to infinity. It is nice to have some paper laying around but that is all it is, paper. Go to a startup for a year. Get the experience, move and get a 20-50% pay increase and keep doing that every year and you will be way happier and financially healthier.
This is always the case. Negotiate equity, but assume it’s worth zero. It’s not liquid and highly speculative. It’s a nice to have.
edit: which doesn’t mean join companies you don’t believe in! Please do. But don’t expect it to be there, don’t include it in life plans, don’t pay attention to valuations, etc.
It has always been the case, but each year there’s a fresh crop of new, bright-eyed 20-year-olds who haven’t learned it yet. The entire startup ecosystem essentially depends on the fact that some people haven’t yet internalized that options are worthless and working 80+-hour weeks if you’re employee #3 or higher never pays off, because even in the slim chance your company has a successful exit you’ll get fucked over by antics like this.
The best we can do is try and make “options have an EV of 0, startups aren’t worth it, join a FAANG” a widely-known meme in places like HN to keep as many people as possible from having to lean this the hard way. We’ll never save everyone, but at least it’s more widely-known than it used to be.
It hasn't actually always been the case and the real issue is the false advertising that you actually have equity. If my equity of 1% was real then I would get value as the company grew but the reality is that options/shares without some sort of exit is worth 0. Founders and the C suite often (always now?) get 'internal' raises meaning when a new round of funding hits they get to sell but nobody else does. This, to me, completely destroys the concept that equity is an incentive to build the company and means it should -never- be used as part of a hiring pitch since the people pitching it, founders and the upper management, obviously don't believe in it themselves. If you really want to see if the leadership believes in the junk they are telling you then ask them to put in writing that internal raises are available to all at the same percentages or they are available to nobody.
Honestly the dilution thing never made much sense. It's penny pinching your most important employees.
If you don't want your employees holding shares, then tell them to sell their shares during the seed rounds where you will give them a chance to liquidate and renegotiate the shares allocation. Your employees now have a strong incentive to make it to the next seed round and the bigger the round the better.
The current system appears to be suboptimal for both parties. Employees receive options as replacement for a lower salary, but the founders don't actually want to give up control over the company. This means you now have the worst of both worlds. The employees know they will get shafted and value the options at zero, which kills the productivity incentive. The founders have given away options for nothing and now need to engineer a situation where the options are as valuable as the employees think they are.
The problem imo is when you actively lie to me. I won't go into specifics, but I was lied to , said F em, went the legal route and got smacked down.
It's not even worth a name and shame. Just sip a shot of whiskey and try to move on. This is why I like contract jobs. Ain't no equity. It's much more honest.
If you need a job for things like food and housing a startup is cool.
I fully expect to be lied to repeatedly though about my own pay, our prospects, etc. I had to learn the hard way that these lies are defacto legal because employees won't realistically be able to sue.
In that case working at a startup would be a thing someone would only do as a last resort, and the talent pool would consequently be extremely low quality. Sounds damaging to the scene to me.
I was talking with a great-sounding few-person early startup (nice people, non-evil business, interesting work, etc.), and they wanted me to fill a highly-skilled role... in-office in a VHCOLA, for $110K and "0.5%" in usual option schedule. (Presumably also with the usual barriers to options ever being exercised or liquidated equitably.)
Even fresh grads with no experience take home more in this town.
I live to work, and I'd be willing to spend a few more years in student-apartment quality of life, and to work like a strategic asset to make the startup successful. But I've learned that deal should include a FIRE lottery ticket, not a condo downpayment lottery ticket.
If your early startup doesn't want to share significant equity, https://levels.fyi/ provides TC numbers of what established companies are paying, even for people who wouldn't be good for a startup.
Maybe it's the recent years of what VC culture has devolved to. ("Why is your cap table cutting in early key hires significantly? Do you have a leadership problem, bro?") Maybe this is just another facet of the "mask-off" or "late-stage capitalism" that people have started calling out in other facets of society.
Absolutely, downvote down calls for founding engineers paid to get meaningful equity.
We wouldn't want someone accepting a small fraction of their market salary to get even 1% pre-dilution of an early startup (even in dark-pattern options), because that might align them with company success, or even be fair.
Oh FFS 0.1% of this acquisition is $20M. 0.5% is $100M. Junior to senior equity lies in this range. They'll be more than fine. They'll be 1%ers to 0.1%ers after taxes, yeesh. It's never ever enough. is it?
Series E was just 3 months ago. $2M for 3 months work seems fantastic to me. Series B equity was anytime through early 2021. This is a fantastic outcome for everyone in Groq.
What I'm reading here is 100% envy and resentment of their success. But that only works if you're already rich or president, preferably both for best results.
Why are you assuming the employees’ equity participates in this licensing deal at all? They just have ownership in the leftover dying company as far as I can tell. How will they make that worth something, and get liquidity?
And you don't think they'd be squealing like stuck pigs in the blogosphere if that were the case? There isn't even anything like that on Blind currently, but there sure are a lot of people with no skin in this deal whining about it to high heaven. This is not a winning attitude. $20B for Groq just normalized $1B for AI startups in general. Maybe less concern trolling here and more building something is in order?
My assumption is employees are mostly out on holidays since the deal was known widely only on Christmas, and so they’re busy with their personal lives, quietly discussing this issue with trusted coworkers, and if there are serious problems, they are coordinating a lawsuit instead of saying something they shouldn’t in public.
You should be asking why no one has dispelled the criticisms of how employee equity is treated in this deal - neither Nvidia nor Groq’s founders nor regular employees. Lots of people have raised this concern. Should be simple to answer, right?
As for people with no skin in this deal “whining” - why wouldn’t people raise concerns? It’s a disturbing trend. These are highly unusual deals made to circumvent the law and break norms, on antitrust and employee compensation. They’re suspicious and prior examples have stolen from employees. So distrust and scrutiny by default is completely justified.
So your belief is that the FTC should not only have control over corporate acquisitions but also over where people work and what they can be paid, got it. We are all at will employees in tech and you and only you are responsible for where you choose to work. Most startups fail. This one didn't. Good on them.
> GroqCloud will wind down over 12-18 months. They'll either get laid off or jump ship to wherever they can land. They built the LPU architecture, contributed to the compiler stack, supported the infrastructure, and got nothing while Chamath made $2B.
Unlike other SaaS "acquisitions" of late, this will be not as straightforward closure of a subscription business.
The $1.5B contract with the Saudi Arabia is substantial and investors will want that monetized too, there are also existing DCs GroqCloud have in the ME region and also other spots around the world that are quite valuable for their hardware and power agreements etc.
Nvidia has CIFUS and other regulatory concerns and also don't want to compete against their customers be a neo cloud provider, the Saudis likely still want their DC build outs to proceed.
All this to say, the remaining parts while no longer as glamorous is still worth a lot and cannot be easily sold to big tech co. GroqCloud is more be like Nokia Technologies/ Networks rather be killed.
---
As a result, staff not part of the Nvidia deal likely have solid jobs and also now the opportunity to climb the ladder quickly now that a lot of leadership positions have opened up.
They are also going to have to be compensated higher in cash or poached by an upcoming chip startup as they are no longer tied to equity options vesting scheduled of a very valuable company (Pre deal Groq or now Nvidia).
In any scenario they will come out better of the deal, not as much they could have in a full acquisition yes, but certainly better than most engineers not working for a hyped AI startup nonetheless.
We’ve entered a new era. Big companies don’t need your startup. They only need your smart guys. Just those few guys. You keep the rest of your engineers and figure out what to do with them.
And lately, the answer has been, “wind it all down”.
This sucks so bad for most of their employees. But it’s a signal to the labor market:
Be very honest about what you are when you’re considering working at an AI startup. Are you an AI expert? Or a TF/Pytorch monkey? There’s an enormous difference between those two things. If you’re not the key guy, require a good salary up front. Because I don’t see a future where the “acquiring” companies start needing you as well.
Or... Maybe we should start to think about how we let corporations get bigger and bigger? What happens if an entity (read: company) becomes so valuable, that it is basically indestructible? Does it have the power to change politics to their discretion? And as such, also influence the legislative?
Unfortunately, the time to be having these conversations was 40 years ago.
But you know the old saying: the next best time is right now.
It is, sadly, a near-impossibility that we could get decent antitrust under the current administration. But if we techies, as a sector, were able to pull ourselves together, genuinely recognize that the level of consolidation we have is very bad, and start collectively advocating for real change—for something more like what Lina Khan was doing under Biden, reversing the Reagan-era shift to the intellectually and morally bankrupt Chicago School interpretation of antitrust, and going back to actually forcing companies to prove that acquisitions will be good for everyone else, rather than forcing opponents to prove that they'll be bad in very specific ways...
Then we might have a chance to make real change, over the course of the next few years.
Here’s the thing, this isn’t an acquisition. This is Nvidia hiring a few guys. What’s the government supposed to do? Tell those guys they can only work for one startup and they can never leave it? You can’t tell people what jobs they can and can’t take right now. (Probably not ever in the US given our history with slavery.)
Now, how do you stop that?
Companies don’t need to buy startups, they just need the expert that startup hired. Once they have the experts, everything else takes care of itself.
Point is, antitrust works fine. It just fixes the wrong problem. That was really the problem with khan. She never really figured out that the technologies have passed the legal framework by. She should have tried to come up with solutions to the problem of monopolizing intellectual capital rather than the problem of monopolizing markets or intellectual property.
I think it's important to note that there's nothing forbidding LPU style determinism from being used in training. They just didn't make that choice.
Also tenstorrent could be a viable challenger in this space. It seems to me that their NoC and their chips could be mostly deterministic as long as you don't start adding in branches
You're right but my understanding is that Groq's LPU architecture makes it inference-only in practice.
Like Groq's chips only have 230MB of SRAM per chip vs 80GB on an H100, training is memory hungry as you need to hold model weights + gradients + optimizer states + intermediate activations.
Read the article and where it talks about accelerated vesting of Groq shares for both the leadership team that goes to Nvidia and the regular employees that stay at Groq. Is that even guaranteed? It's not an IPO or an acquisition, so why would vesting schedules change?
I would assume there's no accelerated vesting but there's also nothing stopping Nvidia from issuing refreshers of equal value to unvested options. That's been a common recruiting tactic for a long time.
> The "non-exclusive" label is legal fiction. When you acquire all the IP and hire everyone who knows how to use it, exclusivity doesn't matter.
I have some doubts about this point. IP is IP, independent of the people who invented it. If a different hardware company were to also pay for a non-exclusive IP license, maybe it will just take a few months to catch up. It’s like inheriting a codebase written by another team, and there will be some pain and some time needed to integrate it.
In fact if GroqCloud wishes to survive, it should very well just attract licensees for its IP and collect license fees for the foreseeable future.
A la carte in AI is going to be the name of the game for a couple reasons:
- Avoids regulatory scrutiny (for now at least)
- Nobody is actually entrenched enough for customers to matter
- Weird "celebrity" culture in tech, and AI especially. Everyone is looking for a "whisperer" or a "godfather" or whatever.
- Investors still get paid out
Smart operational talent will probably adapt by demanding higher salary, signing bonuses, severance packages in lieu of equity. Distribution of the true "lottery tickets" will get more uneven.
So... What will the actual impact on groq services be?
I'm a fan, and I use Groq a lot for systems I build. I think they offer something different to most other providers (cheaper, faster, and until recently "we don't store your data by default") and it will be sad to see that fade.
I'd like to call back to yesterday's discussion on IP law [1] sparked by recent comments from Rob Pike.
There was a major thread on the issue of regulatory regimes and the dysfunction that can arise. How is this acquisition not a textbook example of said dysfunction? This non-acquisition acquisition does not happen at all in a world without IP law.
I think we're seeing a culmination of the dysfunction that results from IP law. The sheer amount of capital has given unbelievable momentum to the forces of consolidation. I still can't foresee the endgame (who can?) but it's even harder to see how it'll turn out well.
This has nothing to do with antitrust. Not like the current administration is going to enforce it anyways. Nvidia simply wants Groq’s tech and leadership without the burden of 500+ employees.
I have told people that before they join a startup ask about the liquidation preferences and cap table. If the ownership doesn't tell you then consider that a red flag.
I would add this new Groq scenario to the list of questions to ask. "Can you and the executive team go to another company with the IP leaving the employees behind with stock worth $0?" Maybe phrase it better than that but I know a few former coworkers at Groq. I didn't know them well but this probably stinks for them.
In an America with robust, sane antitrust, first of all, a company as big as Nvidia probably never exists in the first place. Second of all, if it does, an "acquihire" like this will have to pass regulatory muster, regardless of whether it's a full-on corporate acquisition.
Because in an America with robust, sane antitrust, if a company as big as Nvidia does exist, it is operating under fairly tight strictures as a company with heavy market dominance. It does not get to just act like any other company.
Matthew Berman (youtuber) mentioned he's invested in groq and found out same time as everyone else. Guessing he's a small/indirect investor but still telling
Also worth thinking a about the private equity market scene, groq was afaik tradable be it thinn liquidity on platforms like equityzen. What did those shareholders get?
The analysis here is excellent. However, Groq's success was not obvious or straight forward. It require huge amounts of investment to keep it alive for many years long before any real positive cashflow. It was on its death bed for years before the ChatGPT moment in 2023. It has been over 9 years since its founding. If you know anything about VC funds and exit timelines, you will know that investors in Groq needed an exit by this time.
I'm happy that the investors and founders got a long and well deserved exit. I'm happy that the tech here will continue to see development and investment under Nvidia so we may one day get to use Claude Opus at 500 tokens per second.
Does it suck that certain employees got screwed over? Yes. Does this happen ALL THE TIME in startups? More often than you think. The expected value for employee options for this type of company is very very close to zero. Anyone who thinks otherwise is lying to themselves.
Does it suck that it didn't happen via a normal M&A process? As someone who used to work on tech M&As as an attorney, I would be first one to say that I hope this DOES become the norm. M&A sucks for the employees, the investors, the founders, the acquirers - it sucks for EVERYONE. The only people who it doesn't suck for are the lawyers and bankers who earn more fees the more complex and longer the process is. Best M&A I ever witnessed was the FB acquisition of Instagram that happened over the weekend (my old law firm was part of that deal).
Ask yourself: do you want to spend 2% of your funding round and 2 months on lawyers when you raise a $5m Series A? Then why do you want to do the same when you exit?
Feels like a frenzy!
To me, the willingness to spend 20bn for a different architecture speaks to the competition in the market, across the big players, which doesn’t seem to be factored into their valuations.
Nvidia hired all their top personnel and paid $20B to license their technology, but stopped short of actually acquiring the company. Very similar to how Google didn't buy Windsurf.
I assume it's more about what Groq had that Nvidia didn't want, which was competition (in inference hardware).
I'm going to assume this is a predominantly AI-written article since for some reason it's talking about GroqCloud serving Llama 2, which they don't.
It claims they serve Llama 2 7B @ 750 tokens/s with 2K context, but over on OpenRouter Groq is listed as serving Llama 3.1 8B @ 1300 tokens/s with 128K context. (And the official GroqCloud site says 840 tokens/s.)
No shade but most other coverage will focus on whether this signals an AI bubble. That's missing the story.
Nvidia explicitly did NOT acquire Groq. They licensed the IP and hired the talent. This structure dodges CFIUS review (Groq had $1.5B in Saudi government contracts), antitrust scrutiny, and years of regulatory delays.
The $13B premium over the September valuation was the cost of regulatory arbitrage. Announced Christmas Eve while Trump's AI Czar (Chamath's All-In podcast co-host) is in office. Chamath's Social Capital made AT LEAST ~$2B on this exit.
My article breaks down: what Nvidia actually bought vs what they left behind, why the deal structure matters, who got paid, and the political connections nobody's talking about.
>Let's look at the sh he dumped on retail with his abysmal SPAC track record
I do not see why one would feel animosity towards Chamath for this reason. Was there fraud involved? Otherwise, all investors are liable for doing their own due diligence.
Given his track record of dumping on retail, one could view this as a signal no? He’s obviously capturing value, but also shedding long term risk which is starting to pile up.
nVidia's big problem right now is they have more money than they can productively spend and are way down the stupid money hole just looking for any kind of return. This is a failure of capitalism.
The part I don’t fully understand is: could this non-acquisition eventually make the deal less than ideal for Nvidia?
Is it really a given that GroqCloud is going to be sunset and the company will die?
Couldn’t this company hire talent and continue to operate and maybe even innovate? Couldn’t Groq even hire back some employees from Nvidia? If any of them live in California there’s nothing stopping them and they have a bunch of cash from Nvidia. There are all kinds of loopholes for that like contracting arrangements.
Nvidia doesn’t really have exclusive access to any part of the company. They didn’t necessarily remove a competitor, though I’ll grant that they likely did in practice.
It’s potentially possible that the regulations did their job and kept a competitor on the market, though again I imagine this is my naevity speaking and that the most likely outcome is that Groq will wither.
I also don’t fully understand if the Saudis are getting cashed out or not. Are they really going to roll over and allow their Saudi AI data center to become worthless? I would think they have a lot of motivation after this deal to make sure Groq still operates and serves their goals.
I agree, TFA seems to make a lot of assumptions. I kinda think they are correct just because they support the narrative that everyone involved is carefully taking care of their own, but it sure seems like it could go other ways.
>"The question isn't just why Nvidia paid $13.1B more than market rate for technology they could build themselves (they have the PDK, volume, talent, infrastructure, and cash). The question is why they structured it this way.
Where the premium was spent:
Regulatory arbitrage:
Non-exclusive licensing avoids years of antitrust review. Structure the deal as IP licensing + talent acquisition, and regulators have no grounds to block it.
This alone is worth billions in time and certainty."
Isn't that fascinating!
Observation: For any given Deal (in business or in life in general) -- there may be one or more legal components -- to it...
But (equal-and-oppositely!) there also may NOT be one or more legal components to it!
What each deal has in some legal components -- it may lack in other legal components...
Conversely, what each deal does not have in some legal components -- it may have in other legal components...
Now, perhaps this may sound like a "self-evident truth", and as such, apparently may not be worthy of a deeper exploration, but it seems that there exists an:
Intersection of Set Theory and Legal Aspects -- applied to Deals
(AKA "Transactions", "Exchanges", "Barters", "Trades", "Exchanges Of Value", etc., etc.) in various jurisdictions (which can be thought about as how contracts, both legal and natural, arising from such exchanges are, or would be interpreted through its courts, through its regional statutes (aka "Laws") IF there are inter-party disputes which subsequently require a court for such interpretation...)
And that intersection -- could well be worthy of further study!
Phrased another way -- it (and this article!) are highly interesting from a legal perspective!
> Most production AI applications aren't running 405B models. They're running 7B-70B models that need low latency and high throughput.
Really? At least for LLMs, most actual usage is concentrated on huge SOTA models. 1 trillion parameters or more. And LLMs seem to be the lion's share of AI compute demand.
The chatgpt-ism and the gpt section headlines make this piece immediately unreadable. Why do you outsource your own blog’s thoughts to a machine? Terrible.
I don't think you can treat owners of the same shares differently in the way this is suggesting. The VC shareholders and the employee shareholders are probably on equal footing and getting the same price. VCs will own preferred but I doubt that is enough to windfall them at the expense of the common shareholders.
So if VCs are getting paid a certain share price, employees with vested stock almost certainly are getting the same price. And probably employees with vested options can either exercise now or will just get paid the net during the transaction.
Yes, the company is probably doomed so people staying there are not doing well, but they also just got paid a 3x premium on their vested equity.
Yes I think you are right here. The purchase price is high enough for all parties to be get return on their shares, and whilst there will be a waterfall for who gets paid first, I doubt many people will be unhappy with this deal.
Unlike Windsurf... who's 2nd employee only got 1% of what their shares were worth (https://news.ycombinator.com/item?id=44673296)
i thought so at first, but I did some digging and changed my mind. it's possible the following is how it goes:
- secondary transaction with the preferred shareholders (VCs) at some price that implies a 20b valuation
- founders quit and get new employment agreements
- some cash is transferred to the company as a license fee
- no acquisition means no DOJ approval
in this scenario the headline can be $20b but the cash expense can be much lower, you have full flexibility to direct whatever cash or equity you want to founders vs the rest of the company, as an up front payment or as retention/salary, and the founders have no hinderance from working on anything they touched at previous company because of IP license.
I actually bet this is how it went down. This is becoming the standard in the industry and it's just awful for the future of SV
Don’t the founders (and the board) still have fiduciary duty to the common holders?
You can’t stop the founders from leaving, but selling the crown jewel IP in a transaction that doesn’t benefit the shareholders seems a stretch.
> fiduciary duty to the common holders?
as long as the transaction is reasonable, they've held up this fiduciary duty.
And the minority holders will need to sue for damages in any case, it's not an "automatic" crime. The cost of that suit will be more than the value of the gains and damages awarded.
Therefore, minority shareholders in a startup are highly likely to get screwed - not to mention they don't get a say in decisions being made at the top.
The only thing preventing this is social pressure (ala, reputational damage, if the founder did it). And if the payday is high enough, the reputational damage is irrelevant (you'd be out of the game with a big enough payday!)
> The cost of that suit will be more than the value of the gains and damages awarded.
In many cases this is so, but here we are talking about tens of billions in value. Even a few percent of value won is worth lawyering up to the hilt for.
> as long as the transaction is reasonable
What does “reasonable” mean? If the OP is correct and selling the IP guts the company then it seems hard to justify. I also don’t think you can reduce the concept of fiduciary duty in this way. It’s a well-defined term of art with specific precedent.
likely they can vote for the deal with their personal bias without any repercussions, whereas the CFO can be directly targeted so he stayed on the ship.
To make this right they’d just have to amend the first part to “secondary transaction with shareholders at some price that implies a 20b valuation”.
Has there been any evidence yet that the VCs got paid for their shares but the left behind employees didn’t?
Wouldn't this imply that the founder's don't get paid either? The acquirer would simply need to have buy-in from the investors to make the deal happen, and the founder would need an offer that is bigger than any other possible "soft landing."
Founders could either get paid through secondary as well or through new employment agreements. Secondary is much more tax efficient, otherwise it doesn't really matter
Doesn’t this depend on how the ip was structured? If it was kept as a separate entity, or the firm named ownership of the ip in nonstandard terms, then they could pay investors but not employees.
Unfortunately, we could likely find thousands of different ways not to pay employees given they don’t have board seats, and are typically on non standard equity.
Definitely agreed that there exist thousands of different ways to not pay employees... but they don't have good incentive to cut them out.
Purely from a social contract lens, why would founders actively seek out ways to cut out their employees from a (potentially life changing) exit.
So they get more money, founders are unlikely to start a new company after existing like this.
EXCELLENT analysis Ossama
>"Non-exclusive" means no monopoly concerns (anyone can license Groq's tech)
- except that you can bet only Nvidia gets the absolute top of the line architechture and design - - - - - all others get 2nd best or worse.
>The "non-exclusive" label is legal fiction. When you acquire all the IP and hire everyone who knows >how to use it, exclusivity doesn't matter.
But the “non exclusive” part is what significantly weakens any case the US DOJ may consider bringing forth, if at all..
If I was in the Nvidia camp I would be admiring how brillant the strategy was all formulated, in fact, I have to believe that IP attorney's were consulted on how best to avoid DOJ scrutiny.
On the other hand, there will be those who can see how this limits competition. It would be interesting to have some of our HN attorneys weigh on on this deal.
As you said about the remaining employees: . . . Their equity is worthless. . . <they> got nothing while Chamath made $2B. Is Chamath a conniving scoundrel ? I'll let others judge. Maybe someday we'll see Zuckerberg and Chamath in the ring together - - Elon seems to have bowed out.
The “non exclusive” thing may come back to bite them. If another big player comes in to lic the tech and get “different” tech than nvidia it opens up law suits. Also this seems like it’s just a bet on time. The head engineer who invented this technology will be replicated. But I guess that will take a while and the margin money machine will print Bs while the dust settles.
I'm pretty sure Nvidia overpaid so that groq can charge the same absurd price to the second customer to whom the company's IP is worth maybe a billion or two.
It’s also possible that both are correct, and the deal is actually illegal. It’s pretty common for deals to push close to the line to extract maximum value for one set of parties, and sometimes this is misjudged.
I guess we just need to wait and see if the common holders are happy or sue.
If you join a startup, be ready to hire a lawyer.
Or accept the fact that stock options are worthless, and don't accept a job offer if you're unhappy with the offer sans stock options.
This is the way
very likely the VCs have a clause that allows them to trade at every re-valuation, whereas employees are locked in vested periods, and likely to see their stocks devalue by the time they can cash out.
> owners of the same shares differently
it’s true, you can’t. however the VCs and the employees don’t own the same shares. even the VCs in different rounds don’t own the same shares.
where TFA analysis falls short is assuming employees have to be paid out at all. since the execs are moving over, there’s definitely some equity being traded in this “non-exclusive licensing deal” but it doesn’t have to involve common stock at all.
> there’s definitely some equity being traded in this “non-exclusive licensing deal”
It does bring up a curious question - what happens to the Groq equity owned by the leadership team that's being hired by Nvidia? And/or VC equity?
If they're all being paid, then is Nvidia left holding that equity? Or is it being returned to Groq (the company)?
One of two things would seem to be true:
I wonder how the startup scene will adjust to this if it becomes mainstream. can employee contracts be modified to force compensation even in this case? seems difficult to write one up without weird second order effects.
if this does end up being something that is legal and successfully circumvents anti trust, does it mean antitrust actually is a failure in practice?
2026 hasn't even begun and more shenanigans are in flight.
This won't last. It's just creative regulatory evasion and the loopholes will get closed.
but if it does, will it mean we are in the endgame. More and more value extraction by fewer and fewer people and entities under noble or complex reasoning.
ok? and?
And then capitalism crumbles because the delicate bargain between labor and capital it was predicated on has been destroyed.
And if my cat was an eldritch god in disguise life as we know it is in danger because I forgot to feed him this morning and surely he'll take revenge by destroying the universe.
That's what y'all sound like.
"creative regulatory evasion".
Credit where credit due: "creative regulatory evasion" was first attributed to Professor Michael P. Fleming of the University of Cincinnati College of Law to describe the tactics employed by the small loan industry to circumvent early 20th-century usury law.
Seems this would likely be one of the most salient terms the DOJ would use at trial.
Regulations shouldn’t have to change with every new fintech innovation, and the IRS already has the necessary laws in place to catch and prosecute abuse of unpredicted loophole technicalities as tax fraud with intent. We’re better off applying a general tax to “gross revenue not paid as wages” and directing it to a universal basic income fund. The purchase price is gross revenue, and the less they pay out as employee wages, the more the (not subject to deductions) tax charge becomes. Sure, they might still fuck over workers, but at least the workers could afford to quit (thanks, UBI) — and VCs would face the choice of taking half the payment and fucking over workers, or taking the same size payment while not fucking over workers. They may be selfish, but they’re not so self-destructive as to choose the former out of spite: it would utterly destroy their ability to hire brilliance in the future, especially once people can afford to say no.
> Regulations shouldn’t have to change with every new fintech innovation…
Hard disagree given that a lot of fintech innovation is increasingly devious ways to circumvent the spirit and the letter of the law
> … and VCs would face the choice of taking half the payment and fucking over workers, or taking the same size payment while not fucking over workers. They may be selfish, but there not so self-destructive as to choose the former out of spite
Also hard disagree. The VC and investor people I’ve met and work with seemed to have a cultural aversion to labor being anywhere near the same level of compensation or power as them. I would fully expect them to take a deal that fucked over the employees if they got paid the same either way.
You’d have to tune your suggested system so that not fucking over the employees was heavily incentivized
Works for me! I do tend to be more optimistic than most. I would scale it so that the tax scale is applied with an exponential factor that concentrates the impact on high-revenue businesses while protecting low-revenue ones. (And I suppose as a bonus it would provide a financial counter-incentive against merged conglomerates, too.)
[flagged]
This comment is not cool, and is not welcome on HN.
You had a history of guidelines-breaking comments and moderator warnings up until a few years ago, and we've not seen any comments from you until the past month or so, and now you're back into those bad old patterns. You are of course welcome to participate here. But this is only a place where people want to participate because we have clear guidelines, and most people take care to observe them. Please do your part to raise standards here rather than dragging them downward.
Sure thing. Was the comment so grotesque?
It doesn’t have to be “grotesque” to be in breach of the guidelines. The guidelines ask us to be kind, to avoid swipes and sneers, and to converse curiously.
If it was a one off we’d be content to leave it flagged and move on but we’re talking about a pattern from years ago that seems to be resuming, and we need you to end that pattern now, thanks.
if we use your logic then every law written would be failure since at some point people would discover loophole/flaw that would get abused
the fix is we use more ambiguous words or just stronger government control
see how China "control" capitalist on this case if you want absolute government control
isn't it true though that laws that have frequently abused loopholes that effectively go against the spirit of the law are indeed failures? isn't that the entire purpose of having lawmakers who are constantly evaluating such things?
You could see it as a failure to enforce the spirit of the law. Judges have the power to make it right and refuse the loopholes.
Yeah that is the point of having law maker
my point is making a law that a "future proof" is impossible, since guess what???? Human just cant account for every possible future scenario
Mr Kwok already analysed these deals and gave them a nice little acronym: HALO
https://kwokchain.com/2025/07/15/the-halo-effect/
Related:
Nvidia to buy assets from Groq for $20B cash - https://news.ycombinator.com/item?id=46379183 - Dec 2025 (400 comments)
Nvidia just paid $20B for a company that missed its revenue target by 75% - https://news.ycombinator.com/item?id=46403041 - Dec 2025 (133 comments)
IANAL, and am especially weak on US law, but I suspect this is only an antitrust loophole if the administration chooses not to act. Substance over form must apply? Pretty sure this wouldn't fly in European law.
Sure, but the US has a history of not acting.
If it was a normal acquisition, it would automatically trigger anti-trust investigations. Under the current administration, I think it is unlikely the acquisition would be blocked (although it probably should be...), but it would involve more bureaucracy, and would take longer.
US has fairly weak antitrust post-Bork.
But even more importantly, NVIDIA is literally paying extra to the feds right now from each GPU sold to China. So they are "in good standing".
Why we allow such blatant bribery is another question.
Acquiring a company due to a loophole strategy is worth exponentially more than what they paid for. Its a good strategy if the aim is to beat the AI bubble and survive it after the smoke clears. not bad. Better than financing numerous data centers for no use when the bubble crashes.
I actually managed to find video of Jonathan Ross discussing how GroqCloud was moving forward with Simon Edwards. It puts everything in proper perspective:
https://youtu.be/rurhk1hadp8?si=pnKrF7w48NhChK2r&t=253
LMAO you got me
So many companies doing non-"acquisitions" during this AI boom! Though this one is at least more comprehensive than say, Google simply hiring back Noam Shazeer from Character.AI or OpenAI taking Windsurf
Google also hired the core Windsurf engineering and research team, not OpenAI:
https://www.reuters.com/business/google-hires-windsurf-ceo-r...
It's only a "loophole" if you believe psychopaths like Linda Khan should also be able to dictate whether companies can hire particular employees or purchase products.
That is the entire point of the FTC. To decide what actions are fair to the free market and enforce it.
You can disagree with khans take on it but it is the stated purpose of the FTC to dictate that.
What is keeping Google/Amazon/Microsoft from licensing Groq’s tech? Sans people to be sure but at substantially reduced price. The Groq Cloud people should owe no allegiance to Ross.
BTW, the FA says Nvidia bought the patents. That’s probably an overstatement. Grow said non-exclusive licensing and Nvidia hasn’t said anything.
I think Nvidia licensed the IP and ‘bought’ (handcuffed) the people.
>What is keeping Google/Amazon/Microsoft from licensing Groq’s tech?
Nothing, but they likely can't implement it as well as they could had they bought Groq first.
> Groq built the region's largest inference cluster in eight days in December 2024. From that Dammam facility, GroqCloud serves "nearly four billion people regionally adjacent to the KSA." This isn't API access. This is critical AI infrastructure for a nation-state, funded by the Public Investment Fund, processing inference workloads at national scale.
Maybe I'm just completely out of touch, and hardware has never been my expertise, but does it take O(days) and not O(years) to build data centers these days? I know Grok DCs in Memphis were built under a year cutting many corners and using plenty loopholes, but even by those standards, bringing up a full data center in just over a week sounds impossible without some insane construction automation to me.
Physically building a datacenter yes. Repurposing a crypto datacenter for a new purpose, no. But days is hyperbolic no matter how you look at it unless they’re reusing ALL the existing infrastructure (network/security/hvac/physical server racks/some amount of compute). And aren’t actually including the time to procure the inferencing chips.
You can call up Cisco tomorrow and offer them a billion dollars to get you an entire datacenter worth of switches tomorrow and the answer is going to be no because they just don’t keep that much inventory sitting around. That’s why covid was such a shitshow.
I should give a caveat of: they could in theory redirect existing orders to you but would likely be violating contractual obligations and risk a lawsuit from the fortune 500 Peter they robbed to pay you Mr. Paul.
"Smart" accounting by not counting design, planning, procurement timelines would explain it, that makes sense.
If that's the case, it's saddening to see details like this hyped up to borderline fraudulent levels.
they are likely referring to their hardware deployment. Which can be done in days. The datacenter is owned and operated by someone else and they just bring in the racks.
This behavior is extremely damaging to the startup scene. Who would join a startup these days unless it’s run by a close friend or relative? At least in that case, the scorned junior employees would have social recourse.
It's not like larger companies don't also screw over their employees in various ways. After having to leave AWS due to my fully distributed team that was formed during WFH being forced to "return" to an office that most of ever never lived near, I've preferred working for smaller companies not because I care about equity (I'm in the fortunate position that I can survive comfortably and save for retirement on my salary rather than needing to rely on the value from options/RSUs), but because my confidence in my ability to predict where things are headed goes down increasingly with each additional level of management between me and whoever has the power to arbitrarily decide to upend my employment on a whim. In the long run, I'll probably be fine if my employer doesn't make me rich, so as long as my projected retirement age isn't actively getting pushed back based on my current income and spending, I'd rather optimize for minimizing the likelihood I suddenly find myself unemployed due to untenable working conditions or getting unexpectedly laid off. My experience at startups has been that it's a lot easier to tell when things might start to get dicey several months down the line and start to prepare for if I need to find another gig. With a large company, I've seen that happen much more suddenly for people who had no reason to suspect they might need to in advance.
At larger companies I can sell my stock immediately, and the salary and benefits are better.
My health insurance from AWS was about the same coverage/cost that I got from a startup I worked at that had 10 employees for a year or so afterwards, but the insurance from the startup had much better humans for me to talk to when there were issues. As for the extra money, my point was that I've found my quality of life is higher working for companies where I know where I stand in the medium-to-long term.
I definitely don't have any illusions that this is based on a number of personal factors (e.g. my overall financial situation making any additional income not likely to drastically change my quality of life and the somewhat unorthodox medical needs of someone in my family causing me to need to talk to the insurance company a few times a year to sort things out). The comment at the beginning of this thread was asking " Who would join a startup these days?" though, so my answer is basically "someone like me". I don't pretend to have any idea how many others like me there are, only that the tradeoffs for larger companies don't really make much sense for me.
I don't think this makes it much worse because that's hard to do, it's already terrible. Getting screwed by startup founders has been the status quo for at least 15 or 20 years now.
If you're just a worker then demand fair market wages, work healthy hours, and treat your useless class of shares as already used and discarded scratch off lottery tickets.
If you join a startup, and have equity that isn’t special in some way (defending against liquidation preference or dilution), you’re the sucker. You’re just going to grind for someone else’s payday when a deal is made in a room you’re not in. You’ll only be made rich if someone with the power to drive the decision thinks you should be. As always, it’s who you know and being likable.
I’ve thought about this comment, and am replying to it to amend it (as the edit window has passed). I made this comment based on observations I’ve seen during this AI investment bubble and before it. Most times, common shareholders get the short end of the stick. But I will add, there are some “less than the majority” situations where I have seen employee shareholders treated with dignity and respect, and provided access to liquidity accordingly, and I would be remiss if I did not call that out. It will be challenging to know ahead of time, but there are decent people out there who won’t take advantage or use their power against you economically (imho). “Be lucky” is unfortunately not actionable.
Right? As a former founder, I laugh every time I get a 'Founding Engineer' recruit email...
It is definitely time to stop looking at equity as part of pay at a startup. The trend is extremely clear, startups aren't paying out to employees but the C suite gets internal raises and IPO is pushed to infinity. It is nice to have some paper laying around but that is all it is, paper. Go to a startup for a year. Get the experience, move and get a 20-50% pay increase and keep doing that every year and you will be way happier and financially healthier.
This is always the case. Negotiate equity, but assume it’s worth zero. It’s not liquid and highly speculative. It’s a nice to have.
edit: which doesn’t mean join companies you don’t believe in! Please do. But don’t expect it to be there, don’t include it in life plans, don’t pay attention to valuations, etc.
If the owners try to say the equity is valuable, have them convert it to salary. Then it will be clear they don't believe their own words.
I thought this was always the case? Hearing about examples certainly isn't new.
It has always been the case, but each year there’s a fresh crop of new, bright-eyed 20-year-olds who haven’t learned it yet. The entire startup ecosystem essentially depends on the fact that some people haven’t yet internalized that options are worthless and working 80+-hour weeks if you’re employee #3 or higher never pays off, because even in the slim chance your company has a successful exit you’ll get fucked over by antics like this.
The best we can do is try and make “options have an EV of 0, startups aren’t worth it, join a FAANG” a widely-known meme in places like HN to keep as many people as possible from having to lean this the hard way. We’ll never save everyone, but at least it’s more widely-known than it used to be.
It hasn't actually always been the case and the real issue is the false advertising that you actually have equity. If my equity of 1% was real then I would get value as the company grew but the reality is that options/shares without some sort of exit is worth 0. Founders and the C suite often (always now?) get 'internal' raises meaning when a new round of funding hits they get to sell but nobody else does. This, to me, completely destroys the concept that equity is an incentive to build the company and means it should -never- be used as part of a hiring pitch since the people pitching it, founders and the upper management, obviously don't believe in it themselves. If you really want to see if the leadership believes in the junk they are telling you then ask them to put in writing that internal raises are available to all at the same percentages or they are available to nobody.
Honestly the dilution thing never made much sense. It's penny pinching your most important employees.
If you don't want your employees holding shares, then tell them to sell their shares during the seed rounds where you will give them a chance to liquidate and renegotiate the shares allocation. Your employees now have a strong incentive to make it to the next seed round and the bigger the round the better.
The current system appears to be suboptimal for both parties. Employees receive options as replacement for a lower salary, but the founders don't actually want to give up control over the company. This means you now have the worst of both worlds. The employees know they will get shafted and value the options at zero, which kills the productivity incentive. The founders have given away options for nothing and now need to engineer a situation where the options are as valuable as the employees think they are.
Getting screwed over is a part of life.
The problem imo is when you actively lie to me. I won't go into specifics, but I was lied to , said F em, went the legal route and got smacked down.
It's not even worth a name and shame. Just sip a shot of whiskey and try to move on. This is why I like contract jobs. Ain't no equity. It's much more honest.
Yeah unless you are a founder or top investor it’s pretty much a guarantee that there will be no exit.
If you need a job for things like food and housing a startup is cool.
I fully expect to be lied to repeatedly though about my own pay, our prospects, etc. I had to learn the hard way that these lies are defacto legal because employees won't realistically be able to sue.
But hey, the base pay is probably enough.
In that case working at a startup would be a thing someone would only do as a last resort, and the talent pool would consequently be extremely low quality. Sounds damaging to the scene to me.
Have you seen the tech market?
A lot of good engineers are out of work. They'll gladly take what they can
I was talking with a great-sounding few-person early startup (nice people, non-evil business, interesting work, etc.), and they wanted me to fill a highly-skilled role... in-office in a VHCOLA, for $110K and "0.5%" in usual option schedule. (Presumably also with the usual barriers to options ever being exercised or liquidated equitably.)
Even fresh grads with no experience take home more in this town.
I live to work, and I'd be willing to spend a few more years in student-apartment quality of life, and to work like a strategic asset to make the startup successful. But I've learned that deal should include a FIRE lottery ticket, not a condo downpayment lottery ticket.
If your early startup doesn't want to share significant equity, https://levels.fyi/ provides TC numbers of what established companies are paying, even for people who wouldn't be good for a startup.
Maybe it's the recent years of what VC culture has devolved to. ("Why is your cap table cutting in early key hires significantly? Do you have a leadership problem, bro?") Maybe this is just another facet of the "mask-off" or "late-stage capitalism" that people have started calling out in other facets of society.
Absolutely, downvote down calls for founding engineers paid to get meaningful equity.
We wouldn't want someone accepting a small fraction of their market salary to get even 1% pre-dilution of an early startup (even in dark-pattern options), because that might align them with company success, or even be fair.
Oh FFS 0.1% of this acquisition is $20M. 0.5% is $100M. Junior to senior equity lies in this range. They'll be more than fine. They'll be 1%ers to 0.1%ers after taxes, yeesh. It's never ever enough. is it?
Those numbers are not realistic. At a company at this stage (series E I think?), you’ll be lucky to have 0.01% as an engineer.
Most importantly, there is no guarantee there will be any payout at all. It’s not an acquisition and we don’t know the terms.
Series E was just 3 months ago. $2M for 3 months work seems fantastic to me. Series B equity was anytime through early 2021. This is a fantastic outcome for everyone in Groq.
What I'm reading here is 100% envy and resentment of their success. But that only works if you're already rich or president, preferably both for best results.
Why are you assuming the employees’ equity participates in this licensing deal at all? They just have ownership in the leftover dying company as far as I can tell. How will they make that worth something, and get liquidity?
And you don't think they'd be squealing like stuck pigs in the blogosphere if that were the case? There isn't even anything like that on Blind currently, but there sure are a lot of people with no skin in this deal whining about it to high heaven. This is not a winning attitude. $20B for Groq just normalized $1B for AI startups in general. Maybe less concern trolling here and more building something is in order?
My assumption is employees are mostly out on holidays since the deal was known widely only on Christmas, and so they’re busy with their personal lives, quietly discussing this issue with trusted coworkers, and if there are serious problems, they are coordinating a lawsuit instead of saying something they shouldn’t in public.
You should be asking why no one has dispelled the criticisms of how employee equity is treated in this deal - neither Nvidia nor Groq’s founders nor regular employees. Lots of people have raised this concern. Should be simple to answer, right?
As for people with no skin in this deal “whining” - why wouldn’t people raise concerns? It’s a disturbing trend. These are highly unusual deals made to circumvent the law and break norms, on antitrust and employee compensation. They’re suspicious and prior examples have stolen from employees. So distrust and scrutiny by default is completely justified.
So your belief is that the FTC should not only have control over corporate acquisitions but also over where people work and what they can be paid, got it. We are all at will employees in tech and you and only you are responsible for where you choose to work. Most startups fail. This one didn't. Good on them.
> GroqCloud will wind down over 12-18 months. They'll either get laid off or jump ship to wherever they can land. They built the LPU architecture, contributed to the compiler stack, supported the infrastructure, and got nothing while Chamath made $2B.
This is depressing.
Unlike other SaaS "acquisitions" of late, this will be not as straightforward closure of a subscription business.
The $1.5B contract with the Saudi Arabia is substantial and investors will want that monetized too, there are also existing DCs GroqCloud have in the ME region and also other spots around the world that are quite valuable for their hardware and power agreements etc.
Nvidia has CIFUS and other regulatory concerns and also don't want to compete against their customers be a neo cloud provider, the Saudis likely still want their DC build outs to proceed.
All this to say, the remaining parts while no longer as glamorous is still worth a lot and cannot be easily sold to big tech co. GroqCloud is more be like Nokia Technologies/ Networks rather be killed.
---
As a result, staff not part of the Nvidia deal likely have solid jobs and also now the opportunity to climb the ladder quickly now that a lot of leadership positions have opened up.
They are also going to have to be compensated higher in cash or poached by an upcoming chip startup as they are no longer tied to equity options vesting scheduled of a very valuable company (Pre deal Groq or now Nvidia).
In any scenario they will come out better of the deal, not as much they could have in a full acquisition yes, but certainly better than most engineers not working for a hyped AI startup nonetheless.
That’s just it.
We’ve entered a new era. Big companies don’t need your startup. They only need your smart guys. Just those few guys. You keep the rest of your engineers and figure out what to do with them.
And lately, the answer has been, “wind it all down”.
This sucks so bad for most of their employees. But it’s a signal to the labor market:
Be very honest about what you are when you’re considering working at an AI startup. Are you an AI expert? Or a TF/Pytorch monkey? There’s an enormous difference between those two things. If you’re not the key guy, require a good salary up front. Because I don’t see a future where the “acquiring” companies start needing you as well.
> But it’s a signal to the labor market:
Or... Maybe we should start to think about how we let corporations get bigger and bigger? What happens if an entity (read: company) becomes so valuable, that it is basically indestructible? Does it have the power to change politics to their discretion? And as such, also influence the legislative?
I find that highly concerning.
You mean like Google/Apple/Meta already are?
I don't see how we're not already there. There's no competition, only an oligopoly splitting their spoils.
Well, exactly.
Unfortunately, the time to be having these conversations was 40 years ago.
But you know the old saying: the next best time is right now.
It is, sadly, a near-impossibility that we could get decent antitrust under the current administration. But if we techies, as a sector, were able to pull ourselves together, genuinely recognize that the level of consolidation we have is very bad, and start collectively advocating for real change—for something more like what Lina Khan was doing under Biden, reversing the Reagan-era shift to the intellectually and morally bankrupt Chicago School interpretation of antitrust, and going back to actually forcing companies to prove that acquisitions will be good for everyone else, rather than forcing opponents to prove that they'll be bad in very specific ways...
Then we might have a chance to make real change, over the course of the next few years.
Here’s the thing, this isn’t an acquisition. This is Nvidia hiring a few guys. What’s the government supposed to do? Tell those guys they can only work for one startup and they can never leave it? You can’t tell people what jobs they can and can’t take right now. (Probably not ever in the US given our history with slavery.)
Now, how do you stop that?
Companies don’t need to buy startups, they just need the expert that startup hired. Once they have the experts, everything else takes care of itself.
Point is, antitrust works fine. It just fixes the wrong problem. That was really the problem with khan. She never really figured out that the technologies have passed the legal framework by. She should have tried to come up with solutions to the problem of monopolizing intellectual capital rather than the problem of monopolizing markets or intellectual property.
Nvidia didn't buy Groq because they need any "smart guys" at all.
I think it's important to note that there's nothing forbidding LPU style determinism from being used in training. They just didn't make that choice.
Also tenstorrent could be a viable challenger in this space. It seems to me that their NoC and their chips could be mostly deterministic as long as you don't start adding in branches
You're right but my understanding is that Groq's LPU architecture makes it inference-only in practice.
Like Groq's chips only have 230MB of SRAM per chip vs 80GB on an H100, training is memory hungry as you need to hold model weights + gradients + optimizer states + intermediate activations.
H100 has 80 GB of HBM3. There’s only like 37 MB of SRAM on a single chip.
Would SRAM make weight updates prohibitive vs DRAM?
Read the article and where it talks about accelerated vesting of Groq shares for both the leadership team that goes to Nvidia and the regular employees that stay at Groq. Is that even guaranteed? It's not an IPO or an acquisition, so why would vesting schedules change?
I would assume there's no accelerated vesting but there's also nothing stopping Nvidia from issuing refreshers of equal value to unvested options. That's been a common recruiting tactic for a long time.
Very interesting would love to read about this, do you have a link to the article?
> The "non-exclusive" label is legal fiction. When you acquire all the IP and hire everyone who knows how to use it, exclusivity doesn't matter.
I have some doubts about this point. IP is IP, independent of the people who invented it. If a different hardware company were to also pay for a non-exclusive IP license, maybe it will just take a few months to catch up. It’s like inheriting a codebase written by another team, and there will be some pain and some time needed to integrate it.
In fact if GroqCloud wishes to survive, it should very well just attract licensees for its IP and collect license fees for the foreseeable future.
A la carte in AI is going to be the name of the game for a couple reasons:
- Avoids regulatory scrutiny (for now at least)
- Nobody is actually entrenched enough for customers to matter
- Weird "celebrity" culture in tech, and AI especially. Everyone is looking for a "whisperer" or a "godfather" or whatever.
- Investors still get paid out
Smart operational talent will probably adapt by demanding higher salary, signing bonuses, severance packages in lieu of equity. Distribution of the true "lottery tickets" will get more uneven.
So... What will the actual impact on groq services be?
I'm a fan, and I use Groq a lot for systems I build. I think they offer something different to most other providers (cheaper, faster, and until recently "we don't store your data by default") and it will be sad to see that fade.
It's going to be the same. It may never get better though.
I'd like to call back to yesterday's discussion on IP law [1] sparked by recent comments from Rob Pike.
There was a major thread on the issue of regulatory regimes and the dysfunction that can arise. How is this acquisition not a textbook example of said dysfunction? This non-acquisition acquisition does not happen at all in a world without IP law.
I think we're seeing a culmination of the dysfunction that results from IP law. The sheer amount of capital has given unbelievable momentum to the forces of consolidation. I still can't foresee the endgame (who can?) but it's even harder to see how it'll turn out well.
[1] https://news.ycombinator.com/item?id=46396075
This has nothing to do with antitrust. Not like the current administration is going to enforce it anyways. Nvidia simply wants Groq’s tech and leadership without the burden of 500+ employees.
I've posted this in many threads about startups. I have worked at 2 and had bad experiences at both.
Why didn't I get any money from my startup? - A guide to Liquidation Preferences and Cap Table
https://old.reddit.com/r/startups/comments/a8f6xz/why_didnt_...
I have told people that before they join a startup ask about the liquidation preferences and cap table. If the ownership doesn't tell you then consider that a red flag.
I would add this new Groq scenario to the list of questions to ask. "Can you and the executive team go to another company with the IP leaving the employees behind with stock worth $0?" Maybe phrase it better than that but I know a few former coworkers at Groq. I didn't know them well but this probably stinks for them.
Of course it has to do with antitrust.
In an America with robust, sane antitrust, first of all, a company as big as Nvidia probably never exists in the first place. Second of all, if it does, an "acquihire" like this will have to pass regulatory muster, regardless of whether it's a full-on corporate acquisition.
Because in an America with robust, sane antitrust, if a company as big as Nvidia does exist, it is operating under fairly tight strictures as a company with heavy market dominance. It does not get to just act like any other company.
That's what antitrust law is for.
Nvidia should still pay the 500+ employees their due, based on their percentage of ownership.
"should" or "will"?
Should, but won’t I am guessing
I wonder how much of the cap table knew
Matthew Berman (youtuber) mentioned he's invested in groq and found out same time as everyone else. Guessing he's a small/indirect investor but still telling
Also worth thinking a about the private equity market scene, groq was afaik tradable be it thinn liquidity on platforms like equityzen. What did those shareholders get?
I'm one of those shareholders. No word from anyone so far.
The analysis here is excellent. However, Groq's success was not obvious or straight forward. It require huge amounts of investment to keep it alive for many years long before any real positive cashflow. It was on its death bed for years before the ChatGPT moment in 2023. It has been over 9 years since its founding. If you know anything about VC funds and exit timelines, you will know that investors in Groq needed an exit by this time.
I'm happy that the investors and founders got a long and well deserved exit. I'm happy that the tech here will continue to see development and investment under Nvidia so we may one day get to use Claude Opus at 500 tokens per second.
Does it suck that certain employees got screwed over? Yes. Does this happen ALL THE TIME in startups? More often than you think. The expected value for employee options for this type of company is very very close to zero. Anyone who thinks otherwise is lying to themselves.
Does it suck that it didn't happen via a normal M&A process? As someone who used to work on tech M&As as an attorney, I would be first one to say that I hope this DOES become the norm. M&A sucks for the employees, the investors, the founders, the acquirers - it sucks for EVERYONE. The only people who it doesn't suck for are the lawyers and bankers who earn more fees the more complex and longer the process is. Best M&A I ever witnessed was the FB acquisition of Instagram that happened over the weekend (my old law firm was part of that deal).
Ask yourself: do you want to spend 2% of your funding round and 2 months on lawyers when you raise a $5m Series A? Then why do you want to do the same when you exit?
Feels like a frenzy! To me, the willingness to spend 20bn for a different architecture speaks to the competition in the market, across the big players, which doesn’t seem to be factored into their valuations.
Nvidia bought groq? I am out of the loop but what does groq have that they want?
Nvidia hired all their top personnel and paid $20B to license their technology, but stopped short of actually acquiring the company. Very similar to how Google didn't buy Windsurf.
I assume it's more about what Groq had that Nvidia didn't want, which was competition (in inference hardware).
I'll just make note here for anyone else confused that Groq and Grok are distinct entities. They just have similar names.
Groq is more of a hardware focused company.
A chip dedicated to inferencing that's better than their GPUs.
Nvidia losses 200+ billions on recent weeks because Google TPU actually good and market realize that Nvidia have no "moat"
this is just panic buying to make stronger foothold
So I guess this talent hire + tech license is the new way to acquire startups? Chatacter.ai, Windsurf, and now Groq.
Any employees of those companies lurking here? I'm curious how the morale is now.
I'm going to assume this is a predominantly AI-written article since for some reason it's talking about GroqCloud serving Llama 2, which they don't.
It claims they serve Llama 2 7B @ 750 tokens/s with 2K context, but over on OpenRouter Groq is listed as serving Llama 3.1 8B @ 1300 tokens/s with 128K context. (And the official GroqCloud site says 840 tokens/s.)
>Timing it for Christmas Eve ensures minimal media scrutiny of these connections.
Sounds like the media is truly the one in charge.
No shade but most other coverage will focus on whether this signals an AI bubble. That's missing the story.
Nvidia explicitly did NOT acquire Groq. They licensed the IP and hired the talent. This structure dodges CFIUS review (Groq had $1.5B in Saudi government contracts), antitrust scrutiny, and years of regulatory delays.
The $13B premium over the September valuation was the cost of regulatory arbitrage. Announced Christmas Eve while Trump's AI Czar (Chamath's All-In podcast co-host) is in office. Chamath's Social Capital made AT LEAST ~$2B on this exit.
My article breaks down: what Nvidia actually bought vs what they left behind, why the deal structure matters, who got paid, and the political connections nobody's talking about.
It will be interesting to see if this is an exit for investors and which ones. Given it wasn’t an acquisition but licensing.
> Why do I hate Chamath?
>Let's look at the sh he dumped on retail with his abysmal SPAC track record
I do not see why one would feel animosity towards Chamath for this reason. Was there fraud involved? Otherwise, all investors are liable for doing their own due diligence.
Nobody in finance holds a high opinion of Chamath.
as if people in finance have a reputation for morals? if anything chamath is great at making deals that worked to his favour.
Part of it is the irrational feeling of a disgruntled investor, doubt that I'm alone.
The other part is he has a track record of dumping on retail then telling them not to buy his next deal once he's already cashed out.
Given his track record of dumping on retail, one could view this as a signal no? He’s obviously capturing value, but also shedding long term risk which is starting to pile up.
You can feel animosity towards someone without thinking they've met the elements of a crime.
Do you need someone to commit a crime to hate them?
Do you still need them to commit a crime when they are rich and powerful, and connected with the current administration that sets the law?
If a new law came out that said Chamath can do whatever he wants and it’s always legal, is it impossible to hate him in your worldview?
That's why we can't have nice things.
Great read. Thanks.
this entire article is seemingly written by an LLM
nVidia's big problem right now is they have more money than they can productively spend and are way down the stupid money hole just looking for any kind of return. This is a failure of capitalism.
The part I don’t fully understand is: could this non-acquisition eventually make the deal less than ideal for Nvidia?
Is it really a given that GroqCloud is going to be sunset and the company will die?
Couldn’t this company hire talent and continue to operate and maybe even innovate? Couldn’t Groq even hire back some employees from Nvidia? If any of them live in California there’s nothing stopping them and they have a bunch of cash from Nvidia. There are all kinds of loopholes for that like contracting arrangements.
Nvidia doesn’t really have exclusive access to any part of the company. They didn’t necessarily remove a competitor, though I’ll grant that they likely did in practice.
It’s potentially possible that the regulations did their job and kept a competitor on the market, though again I imagine this is my naevity speaking and that the most likely outcome is that Groq will wither.
I also don’t fully understand if the Saudis are getting cashed out or not. Are they really going to roll over and allow their Saudi AI data center to become worthless? I would think they have a lot of motivation after this deal to make sure Groq still operates and serves their goals.
I agree, TFA seems to make a lot of assumptions. I kinda think they are correct just because they support the narrative that everyone involved is carefully taking care of their own, but it sure seems like it could go other ways.
>And 10x better energy efficiency because you're not constantly moving data across a memory bus.
Moving data is not that expensive, many times there's no overhead over the nominal consumption of your system.
The rest of the article is spot on, though.
Related:
Nvidia to buy assets from Groq for $20B cash
https://news.ycombinator.com/item?id=46379183
>"The question isn't just why Nvidia paid $13.1B more than market rate for technology they could build themselves (they have the PDK, volume, talent, infrastructure, and cash). The question is why they structured it this way.
Where the premium was spent:
Regulatory arbitrage:
Non-exclusive licensing avoids years of antitrust review. Structure the deal as IP licensing + talent acquisition, and regulators have no grounds to block it.
This alone is worth billions in time and certainty."
Isn't that fascinating!
Observation: For any given Deal (in business or in life in general) -- there may be one or more legal components -- to it...
But (equal-and-oppositely!) there also may NOT be one or more legal components to it!
What each deal has in some legal components -- it may lack in other legal components...
Conversely, what each deal does not have in some legal components -- it may have in other legal components...
Now, perhaps this may sound like a "self-evident truth", and as such, apparently may not be worthy of a deeper exploration, but it seems that there exists an:
Intersection of Set Theory and Legal Aspects -- applied to Deals
(AKA "Transactions", "Exchanges", "Barters", "Trades", "Exchanges Of Value", etc., etc.) in various jurisdictions (which can be thought about as how contracts, both legal and natural, arising from such exchanges are, or would be interpreted through its courts, through its regional statutes (aka "Laws") IF there are inter-party disputes which subsequently require a court for such interpretation...)
And that intersection -- could well be worthy of further study!
Phrased another way -- it (and this article!) are highly interesting from a legal perspective!
(And also a Set Theory / Set Theoretical one!)
> Most production AI applications aren't running 405B models. They're running 7B-70B models that need low latency and high throughput.
Really? At least for LLMs, most actual usage is concentrated on huge SOTA models. 1 trillion parameters or more. And LLMs seem to be the lion's share of AI compute demand.
OpenAI is trying to move as many requests as they can to a "smaller" model (still suspected to be ~200B).
I suspect it to be >1T, just without reasoning.
The chatgpt-ism and the gpt section headlines make this piece immediately unreadable. Why do you outsource your own blog’s thoughts to a machine? Terrible.