Nscale Limited, a London-based AI cloud company, announced on September 25, 2026 a $3.36 billion raise through convertible loan notes led by Third Point, with Goldman Sachs as placement agent prnewswire.com. It filed its Form S-1 with the SEC on September 18, seven days earlier sec.gov. CNBC reported that Nscale rents out Nvidia GPUs, counts Anthropic, OpenAI and Microsoft as customers, and plans to list on the New York Stock Exchange as NSCL cnbc.com.
Only $2.36 billion arrives at closing. The remaining $1 billion is an Nvidia commitment expected to fund in mid-November 2026 prnewswire.com. The notes convert automatically into shares when the IPO completes, but the announcement did not disclose their interest rate or conversion discount, TheEnergyMag, an energy trade site, reported theenergymag.com. The S-1 says the notes mature on June 15, 2028 sec.gov. The S-1 had not set a share count or price range unite.ai. With neither the discount nor the price known, the dilution IPO buyers absorb from the notes cannot yet be calculated. The raise sits against a first-half net loss of $1.02 billion cnbc.com.
The final terms differ from what Reuters described
Reuters reported on September 4 that Nscale was seeking about $3.5 billion, in a structure with up to $1.5 billion in notes and about $2 billion in Nvidia financing, according to TheEnergyMag's account of that report theenergymag.com. Set against the final terms, the non-Nvidia notes grew from at most $1.5 billion to the closing tranche, and the separately named Nvidia commitment is $1 billion, against the roughly $2 billion reported.
Nvidia's position extends beyond the notes. It participated in Nscale's March 2026 Series C, which raised $2 billion at a $14.6 billion valuation, alongside Dell, Lenovo and Nokia cnbc.com. According to the filing, Nvidia agreed to guarantee up to $860 million of Nscale's obligations under a Texas data center lease cnbc.com. Its notes convert into non-voting shares prnewswire.com. Our read is that Nvidia is exposed to Nscale as GPU supplier, shareholder and guarantor at once, and that its commitment funding after closing is the part of the raise most worth tracking.
The issuer itself is new. Nscale Limited was incorporated on 22 December 2025 as DSNS Holdings Limited and renamed on 16 April 2026, Companies House records show find-and-update.company-information.service.gov.uk. The S-1 states that a corporate reorganization was consummated on May 4 and May 5, 2026 sec.gov.
The loss ran at about seven times revenue, with one customer supplying most of it
| Six months ended June 30 | 2025 | 2026 |
|---|---|---|
| Revenue | $10.4M | $140.6M |
| Net loss | $368.9M | $1.02B |
CNBC, citing Nscale's prospectus cnbc.com.
Dividing loss by revenue in the table, the ratio fell from about 35 in the first half of 2025 to about 7 in the first half of 2026. The loss is still growing in dollars while shrinking relative to sales. CNBC reported that one unnamed customer accounted for over half of first-half revenue cnbc.com.
The backlog carries two numbers on different bases. The S-1 reports $56.4 billion in remaining performance obligations, per CNBC cnbc.com. The September 25 release cites over $103 billion in total contracted value prnewswire.com. TheEnergyMag described that figure as customer commitments rather than revenue already earned theenergymag.com. The two figures are dated two months apart: the S-1 gives remaining performance obligations as of June 30, 2026 and $103.4 billion of contracted value as of August 31, and says Nscale signed contracts worth an aggregate $52.5 billion after June 30 sec.gov.
CNBC, confirming a deal Bloomberg first reported, said Anthropic will rent about 460 megawatts at an Nscale development in West Virginia for roughly $45 billion. According to two unnamed people, the facility is expected online at the end of 2027 cnbc.com. As of August 31, Nscale had 25,000 active GPUs and 461,000 active or contracted, CNBC reported, so active units were about 5% of that total cnbc.com.
Nscale's case rests on contracts and rated debt
Josh Payne, Nscale's founder and CEO, wrote in a letter included with the filing that the company was built "building against contracted customer demand, underwriting projects to attractive long-term returns, maintaining prudent leverage" cnbc.com. Nscale said on August 31 that it had closed about $3 billion across two delayed draw term loan facilities for its Ward County, Texas and Madison, North Carolina sites. It said both facilities received investment-grade ratings with stable outlooks unite.ai. Rated lenders have underwritten at least part of the build against those contracts.
That leverage is already large. CNBC reported more than $8 billion in debt, excluding a financing arrangement with Dell cnbc.com.
One further date sits before any listing. Scale AI has been granted until December 2, 2026 to oppose Nscale's NSCALE trademark application at the USPTO ttabvue.uspto.gov. Our read is that the figure investors need before pricing is the conversion discount on the notes, and Nscale has not published it.