Nvidia will pay Poolside $6 billion for a non-exclusive license to the AI startup’s Model Factory software and extend job offers to 109 of its employees, according to an investor letter first reported by the Newcomer newsletter and independently confirmed by The Information. Separately, Nvidia is investing $1 billion in Poolside at a $12 billion pre-money valuation, with the three founders staying on and the company remaining nominally independent.

The letter is unusually direct about what it isn’t. The transaction, it says, “is not an acquisition and it is not an acquihire.” Poolside plans to distribute the $6 billion in license proceeds to existing investors by the end of next year.

This is the third time Nvidia has run the same playbook: license the technology on a non-exclusive basis, hire the staff, take an equity stake, leave the target legally independent. The Groq arrangement ran roughly $20 billion and pulled in most of that company’s staff and founders. The Enfabrica version came in at $900 million. The Poolside deal slots neatly between them.

Model Factory is the pipeline Poolside used to build its Laguna family of open-weight models, after pivoting away from a coding-agent product. What Nvidia is buying, functionally, is the pipeline and the people who run it, without the regulatory surface area of buying the company. U.S. lawmakers have described this structure as an end-run around merger review, and it’s hard to read the “not an acquisition” language as anything but pre-emptive framing for that audience.

Representatives for Nvidia and Poolside didn’t respond to requests for comment. Nvidia shares fell 0.98 percent on Friday and finished the week roughly 5 percent lower. The market, at least, is treating $7 billion in outbound capital as a data point about how much the license-and-hire route now costs.

Sources