Nvidia’US$14.7B licensing deal with Groq faces lawsuit from jilted engineers

Two former Groq engineers and shareholders, Benjamin Serebrin and Joshua Rubin, sued on Friday in Delaware’s corporate court, alleging Groq’s board sold the start-up’s core assets and top staff to Nvidia and left behind a hollowed-out shell. Nvidia framed the deal, announced on Christmas Eve 2025, as a “non-exclusive” licence with Groq staying independent; it combined US$11B licence (proceeds shared with all backers) with a separate $3bn pool of Nvidia stock bonuses for engineers who joined Nvidia, including founder Jonathan Ross (ex-Google). The suit says Nvidia hired “nearly all” Groq engineers (up to about 200), common holders were cashed out cheaply, the payout ignored upside and synergies, the licence fee was taxed as income, the board was conflicted, failed to get the best price and denied some holders a vote. The plaintiffs blame four “conflicted funds” on the board — BlackRock, Social Capital, Infinitum and Disruptive — though they are not named as defendants. The remaining Groq was later valued at $3.5bn in a round Nvidia joined, pivoting to AI cloud. Caveats: the plaintiffs concede there is no Delaware precedent treating acqui-hires as M&A (“No Delaware decision has directly answered the question”); Nvidia declined to comment and Groq did not immediately respond. Context: the first Groq-based Nvidia chip was unveiled in March and reached full production in August; Senators Warren, Blumenthal and Wyden have criticised acqui-hires, the NYT reported a DoJ probe in September, and FTC chair Andrew Ferguson is reviewing such deal structures.