Nscale loses $1.02bn in six months on the road to a NYSE listing

Nscale Limited, the London-based builder of AI data centers whose customers include Microsoft and Anthropic, filed a registration statement with the US Securities and Exchange Commission on September 18, 2026 for an initial public offering on the New York Stock Exchange under the ticker NSCL. The Form S-1 shows revenue of $140.6 million for the six months ended June 30, 2026, up from $10.4 million a year earlier, against a net loss of $1,020.1 million over the same period. It also discloses $103.4 billion of active and contracted customer commitments as of August 31, 2026, including a series of agreements with Anthropic worth up to $44.6 billion for which, by the company's own account, no financing has yet been committed.

In Short

Nscale, a British company that builds data centers and rents out large clusters of NVIDIA chips for AI work, filed on September 18, 2026 to sell shares on the New York Stock Exchange. The filing shows a business that lost $1.02 billion in the first half of 2026 on $140.6 million of revenue, and that has signed contracts with Microsoft and with Anthropic, the company behind Claude, worth up to $88.4 billion between them. The prospectus is a detailed look at the power, chips, debt and contracts underneath the AI tools now built into ad platforms, and it makes clear that much of that capacity is still to be financed and built.

A prospectus with the important numbers left blank

The September 18 document is a preliminary prospectus. The number of shares on offer, the expected price range, the proceeds and the underwriting fees are all left blank, to be added in later amendments. What it does contain is two years of audited accounts, six months of interim results and the terms of the largest customer contracts, for a business that did not exist under its current name until May 2024.

Goldman Sachs, J.P. Morgan and Morgan Stanley are the lead bookrunners. Ten further banks, from RBC Capital Markets and BofA Securities to Mizuho and Cantor, act as bookrunners, with nine co-managers below them. Latham & Watkins represents the company, Milbank represents the underwriters, and KPMG audited the accounts. Nscale first submitted a draft registration statement confidentially on February 17, 2026, according to the SEC's EDGAR records, followed by three amended drafts in May, June and August before the public filing.

The legal structure is still being finished. A reorganization on May 4 and May 5, 2026 made Nscale Limited, a private company incorporated in England and Wales in December 2025 under the name DSNS Holdings Limited, the parent of both Nscale Global Holdings Limited and Arkon Energy Pty Ltd, the Australian company from which Nscale was spun out. A 60-for-1 forward stock split took place at the same time. Before the offering closes, Nscale Limited will re-register as a public limited company and change its name to Nscale plc.

After the offering, every ordinary share will carry one vote. The only exception is a class of Non-Voting Shares, which, according to the filing, will be held by NVIDIA alone. Nscale qualifies as an "emerging growth company" under US securities law, which allows it to present two years of audited financial statements rather than three and to provide reduced executive compensation disclosure. It has, however, elected not to use the extended transition period for new accounting standards.

The stated use of proceeds is broad: "general corporate purposes, including to fund and support our data center projects and deployments, technology development, working capital and operating expenses." The company has never paid a dividend and does not expect to. Directors, executive officers and substantially all security holders are expected to sign lock-up agreements of 180 days.

Revenue that arrives before the service does

The headline figures, from the summary financial data in the filing. H1 is the six months to June 30, and the change column compares the two half-years.

Percentage changes are as stated in the filing. *PPC Land calculation from the reported figures.

Cost of revenue, which covers rent, power and staff at data centers, on its own exceeded revenue by $49.0 million. Depreciation rose as data center build-outs and GPU deployments went live after June 30, 2025.

The gap between the operating loss and the net loss comes mostly from two lines. A $457.1 million loss on fair value adjustments reflects, according to the filing, an increase in the fair value of warrant liabilities issued to Sandton and NVIDIA. Interest expense of $95.1 million arose primarily from "the significant financing component related to customer prepayments" - an accounting treatment that books interest on cash customers have paid in advance of service. Share-based compensation added $113.8 million, and the filing attributes most of the rise in sales, general and administrative costs to higher personnel spending, including $93.3 million more share-based compensation than a year earlier.

That prepayment mechanism explains the most counterintuitive number in the filing. Despite the losses, operating activities provided $1,686.1 million of net cash in the first half of 2026. The company attributes the increase to "the receipt of upfront prepayments provided by our customers." Deferred revenue, the liability that records those advance payments, grew from $2,038.7 million on January 1, 2026 to $6,492.6 million on June 30, 2026, with $4,376.0 million billed in advance during the half.

The cash went straight out again, primarily on GPUs and technology equipment. Cash and cash equivalents stood at $1,478.4 million on June 30, 2026, against total assets of $17,252.0 million and total liabilities of $12,359.8 million. Remaining performance obligations on service contracts reached $56.4 billion on June 30, 2026, including $7.1 billion attributed to the financing component on prepayments, which the company expects to recognize over the next seven years.

The interim accounts carry a going concern note. Management identified that its forecast funding requirements "included reliance on uncommitted debt and equity financing, which initially raised substantial doubt about the Company's ability to continue as a going concern." It concluded that the ability to defer, reduce or cancel capital expenditure would, if necessary, provide enough liquidity to alleviate that doubt.

The company also discloses material weaknesses in internal control over financial reporting, identified during the audits of 2024 and 2025. They relate to a lack of design, documentation and consistent evidence of entity-level, business process and IT general controls, and to "a lack of sufficient financial reporting and accounting personnel." Remediation is planned across fiscal years 2026 and 2027, and the filing says the weaknesses may not be fully remediated in that period.

How a contract turns into cash

The filing divides the "contract-to-cash cycle" of Nscale's committed contracts into three phases:

1. Contract signing. "Committed contract execution typically follows the conversion of a letter of intent." At execution, Nscale generally receives a prepayment, which is applied against amounts the customer owes over the life of the contract and recorded as a contract liability, generally deferred revenue. As of August 31, 2026, the weighted-average prepayment across all customer contracts was 23% of active and contracted total contract value.
2. Infrastructure purchase and installation. Nscale typically issues purchase orders for the components needed to meet the customer's capacity commitment. Supplier payments are generally made in installments: a deposit when the purchase order is issued, one or more progress payments before delivery, and a final payment on delivery. In certain markets, the filing says, the company "may choose to deploy capital ahead of finalizing customer contracts to accelerate project timelines."
3. Go-live and revenue recognition. Once installation and testing are complete, the contract goes live and the customer can access the reserved capacity. Revenue is recognized ratably over the contract term.

Committed contracts represented approximately $2.6 billion of active and $103.4 billion of active and contracted total contract value at August 31, 2026, with a weighted average contract life of approximately 5.7 years. When a contract expires, the company says it seeks to re-contract the capacity with existing or new customers or redeploy the GPUs to on-demand capacity pools.

From crypto miners to Microsoft

The customer history in the filing traces a sharp pivot. In 2024, the majority of revenue came from colocation arrangements in which Nscale provided data center infrastructure to institutional cryptocurrency miners. One customer, identified in the filing as Pega Nordic, accounted for 93% of 2024 revenue under an agreement signed in October 2022 for a facility in Norway. That agreement terminated in December 2024, and the company ceased providing those services at the end of that year. The year 2025 was its first full year of AI cloud services.

From November 2024 through March 2026, Nscale signed a series of GPU infrastructure agreements with a customer that accounted for 73% of 2025 revenue. In general, according to the filing, those agreements "may not be terminated for convenience during the applicable service term without liability." The same customer is expected to represent "approximately less than 20%" of total revenue in 2026. The largest customer in the first half of 2026 accounted for 52% of revenue.

The named contracts are far larger. Between September 2025 and April 2026, Nscale entered into statements of work with Microsoft providing for payments of up to approximately $43.8 billion through December 2033, excluding optional extensions. Each statement of work covers GPU infrastructure, colocation space and cloud services, with GPU service terms of five to six years from acceptance of each tranche. The statements of work "do not have any renewal provision, other than the optional six-month extension at Microsoft's election." On termination, the filing states: "Either party may terminate the statement of work for cause (i) upon 60 days' notice to the other party of a breach or (ii) if the other party suspends or ceases carrying on its business or a substantial part thereof, or becomes subject to an insolvency event."

On August 25, 2026, Nscale signed four GPU services agreements with Anthropic, each with a separate wholly owned Nscale subsidiary, providing for aggregate payments of up to approximately $44.6 billion. Nscale will supply dedicated GPU infrastructure at its Monarch Compute Campus in West Virginia, deploying NVIDIA Vera Rubin NVL72 systems across four tranches, each with a multi-year service term beginning on acceptance. Anthropic holds extension options.

Taken together, the two maximum amounts come to $88.4 billion. That is about 85% of the $103.4 billion active and contracted total, a PPC Land calculation that assumes both contracts sit inside that total at their full values.

The Anthropic terms

The Anthropic agreements come with conditions that the filing describes in unusual detail. Nscale is "required to use best efforts to obtain qualifying financing for the required GPU equipment and data center infrastructure within a specified period following the effective date (or such later date as may be mutually agreed and subject to additional negotiation)." The risk factors put the status plainly: "As of the date of this prospectus, we have not obtained binding commitments for any of the financings required to fund performance under the Anthropic Services Agreements, and all such financings remain in process." The company says it is developing a plan involving multiple financing sources and expects to fund the deployment "through external financing and cash flows from operations."

The service levels are stricter than in any other Nscale contract, according to the filing. The delay clause is narrow: "Delays in delivery are excused only to the extent caused by industry-wide supply constraints affecting the GPU systems to be provided and only if we have placed binding orders with our supplier within a specified period after the effective date; if such excused delays exceed a specified threshold, Anthropic may terminate the affected tranche." Missed deadlines carry a separate right: "If we fail to deliver any tranche within a specified period after its expected delivery date, Anthropic is entitled to terminate that tranche without liability," the filing states. Anthropic may also terminate if monthly uptime falls below specified thresholds for sustained periods. Either side may terminate an agreement for uncured material breach, insolvency, or "a change of control involving a disqualified person." The form of order is filed as Exhibit 10.25, with portions redacted.

Figure, NVIDIA and $52.5 billion signed since June

A day before the Anthropic deal, on August 24, 2026, Nscale signed a GPU services agreement with Figure AI, the humanoid robotics company, covering the potential deployment of up to 100,000 NVIDIA Vera Rubin GPUs, with initial deployment targeted for the second half of 2027. Nscale is also making a strategic investment in Figure and will become a shareholder.

NVIDIA itself is a customer. Under a master cloud services agreement signed in July 2025, Nscale provides reserved GPU cluster capacity to NVIDIA in Iceland, the United Kingdom and Norway, with initial terms of 12 to 48 months, for an aggregate of $1.2 billion. After June 30, 2026, according to a note to the interim accounts, Nscale entered into contracts to deploy and operate GPU clusters worth an aggregate $52.5 billion.

The customer agreements disclosed in the filing:

Concentration of this kind has become a recurring theme across the AI supply chain. In July 2026, S&P Global Ratings lowered Oracle to BBB- as its AI buildout widened a forecast free operating cash-flow deficit to nearly $42 billion, with OpenAI accounting for roughly half of Oracle's $638 billion in remaining performance obligations.

Power first: Monarch and the 10 GW claim

Nscale's pitch rests on power. "Infrastructure is the defining constraint of the age, and it will decide which nations lead, which companies win, and which products become ubiquitous," Josh Payne, the founder and chief executive, writes in a letter at the front of the prospectus. "Every layer is a bottleneck."

On March 31, 2026, the company acquired 100% of American Intelligence & Power Corporation, known as AIPCorp, which owns the Monarch Compute Campus in Mason County, West Virginia. The site covers approximately 2,250 acres. According to the filing, an initial 2 GW of gross power capacity, equivalent to 1.37 GW of IT load, is expected online by the first half of 2028, with expansion to approximately 8 GW of gross capacity planned for 2031 and a runway to more than 6.5 GW of IT load. The company says it believes Monarch will be one of the first state-certified AI micro-grids in the United States. After the purchase, Nscale created a subsidiary, Nscale Energy & Power, run from Houston, to handle power origination and development in-house.

That approach mirrors moves elsewhere in the market. In December 2025, Alphabet agreed to buy energy and data center developer Intersect for $4.75 billion to secure multiple gigawatts of projects. The power demand behind such deals is large: an investigation PPC Land covered in April 2026 cited projections of 945 TWh of data center electricity consumption by 2030.

As of August 31, 2026, Nscale's portfolio comprised approximately 25,000 active GPUs and 461,000 active and contracted GPUs across five active and twelve contracted data center sites - seven wholly owned, nine colocation and one leased. Active and contracted capacity totaled approximately 1.37 GW: 1 GW at owned sites, 200 MW at leased sites and 165 MW at colocation sites. The company claims "line of sight" to approximately 10 GW of potential power capacity. It also claims its strategy secures power "often at electricity prices approximately 70% lower than major U.S. power markets."

The facilities table lists 17 sites. The five active ones are all in Europe: colocation sites in Portugal (30 MW), Norway (6 MW and 5 MW) and Iceland (15 MW), plus an owned 25 MW site in Norway. Contracted sites include owned campuses of 460 MW and 70 MW in the United States, 200 MW in Portugal, 100 MW twice in Norway and 50 MW in the United Kingdom, a 200 MW leased site in the United States, and colocation sites in the UK, Iceland, the US, Norway and Indonesia. Leased sites, which include third-party facilities in Texas, accounted for approximately 15% of total active and contracted capacity.

Revenue geography is just as concentrated. Of the $140.6 million booked in the first half of 2026, $73.0 million came from Portugal, $63.7 million from Norway and $3.9 million from the United Kingdom. Nothing came from the United States, where most of the contracted capacity sits. The Glomfjord facility in Norway, refurbished in 2025, sends waste heat to the freshwater supply of a nearby fish farm, according to the sustainability section.

Stargate without OpenAI

The filing also records how quickly partnerships in the sector can change. Nscale announced Stargate Norway in July 2025 and, on September 16, 2025, Stargate UK, a UK infrastructure initiative in partnership with NVIDIA, Microsoft and OpenAI. "In April 2026, OpenAI withdrew from the Stargate Norway and Stargate UK partnerships, with Microsoft subsequently expanding its agreement with us to take the extra compute capacity at Stargate Norway," the risk factors state.

Microsoft's ties to Nscale predate that change. In September 2025, PPC Land reported that Microsoft had partnered with Nscale and Aker for a $6.2 billion facility in Narvik, Norway, and with Nscale on a UK supercomputer with more than 23,000 NVIDIA GPUs. OpenAI's retreat from the two Stargate projects came after its chief executive, Sam Altman, had deflected questions in November 2025 about $1.4 trillion in compute commitments over four to five years.

Aker, the Norwegian industrial investor, was Nscale's 50/50 partner in a joint venture for Stargate Norway at Kvandal, set up under an agreement dated July 31, 2025 and completed on October 8, 2025. In March 2026, the joint venture entities were rolled into Nscale, which issued Aker a loan note of $1,868,609,264.80 as part of the consideration. Aker's chief executive, Øyvind Eriksen, sits on Nscale's board.

Microsoft's commitment has since grown in Portugal. On April 24, 2026, Nscale acquired SIN02, a 200 MW powered land site at the SINES Data Campus. According to the filing, the project will support the deployment of more than 66,000 NVIDIA Vera Rubin NVL72 GPUs for Microsoft, scheduled to start in late 2027, building on the deployment of more than 12,600 NVIDIA Grace Blackwell Ultra GPUs for Microsoft at the campus's first building.

A debt stack built project by project

The balance sheet at June 30, 2026 showed total debt of only $137.4 million. The filing makes clear that figure is already out of date. Since that date, Nscale has utilized $830.0 million of commitments under its revolving credit facility and entered into additional financing facilities of $4.17 billion. The disclosed arrangements include:

Earlier borrowing was considerably more expensive. Term loans from Sandton Capital, totaling $76.6 million between December 2023 and May 2025, carried interest of 13.0% to 15.0%, initially paid in kind, before being repaid from Series B proceeds in October 2025. Series A convertible notes issued from November 2024 carried 12.0%.

On September 15, 2026, three days before the filing, Nscale signed a subscription agreement for a minimum of $3.1 billion: $2.1 billion of unsecured convertible loan notes and a further $1.0 billion of notes or Non-Voting Shares to be issued to NVIDIA. The notes convert automatically when the offering completes and otherwise mature on June 15, 2028. The NVIDIA portion "will close on or around November 16, 2026," according to the filing.

The forward commitments dwarf the reported debt. As of June 30, 2026, Nscale had outstanding purchase commitments of $24.0 billion for technology equipment not yet delivered, $3.5 billion of data center construction commitments, both payable primarily through 2026 and 2027, and $1.4 billion of undiscounted payments on colocation leases that had not yet started. Seven of the credit facilities restrict the ability of subsidiaries to make payments to the parent, which also limits any future dividend.

NVIDIA on every side of the table

NVIDIA appears in the filing as supplier, shareholder, customer, guarantor and soon the sole holder of a non-voting share class. Nscale says that, because of obligations in its current customer contracts, it relies on NVIDIA for its GPUs, and while it buys them through multiple third-party suppliers, NVIDIA is "currently the primary manufacturer of the GPUs deployed across our infrastructure." Three suppliers accounted for 53%, 37% and 10% of related purchases in the first half of 2026.

As an investor, NVIDIA paid $399,999,964.32 for 63,177,840 Series B preferred shares in October 2025, and $777,399,382.46 in the March 2026 Series C round, combining a $300 million SAFE conversion and a $477.4 million subscription. On October 14, 2025, Nscale issued NVIDIA warrants over up to 9,476,700 Series B preferred shares, valued at $60 million, at an exercise price of $0.01 per share. In return, NVIDIA agreed to guarantee up to $860,340,000 of Nscale's obligations under a lease for a facility in Ward County, Texas. Further warrants become exercisable if Nscale defaults on a lease that NVIDIA guarantees.

The equity rounds that NVIDIA joined were large. The Series B round on October 8, 2025 raised approximately $1.1 billion at $6.33 per share. The Series C round on March 27, 2026 raised $1.64 billion, with most shares priced at $20.39, followed by $118.3 million in a second closing on April 30 and $32.0 million in July. In total, the company says it has raised more than $3.3 billion through its series financings.

A 32-year-old founder and three former Meta executives on the board

Payne is 32. Before Nscale, he was founder and executive chairman of Arkon Energy from March 2020 to November 2024, a company the filing describes as one that "buys, builds, and operates institutional-grade data centers that help power the Bitcoin network," and where he remains a director. He also served as co-founder and chief operating officer of Battery Future Acquisition Corp., a special purpose acquisition company. In his letter, he says he began building Nscale in August 2023 and that "In only two and a half years, we have scaled from $100 million in total contracted value to over $103 billion."

Several directors come from the advertising business. Sheryl Sandberg, who joined in February 2026, was chief operating officer of Facebook from 2008 to 2022 and earlier ran global online sales and operations at Google; the filing cites "her deep expertise in online advertising and scaling technology companies." In November 2025, PPC Land reported that Sandberg was among the former executives named in a derivative suit that Meta settled for $190 million over privacy failures.

Fidji Simo joined the board in September 2026. The filing lists her as having led OpenAI's AGI deployment organization as chief executive from August 2025 to July 2026, says she continues to advise OpenAI, and notes she previously ran Instacart and led the Facebook app at Meta. In January 2026, PPC Land described her as OpenAI's CEO of Applications when OpenAI confirmed its first ChatGPT ad tests, and she had earlier been interviewing candidates as OpenAI built in-house advertising infrastructure.

Nick Clegg, the former UK deputy prime minister, was president of global affairs at Meta from October 2022 to May 2025. Susan Decker was president of Yahoo and previously ran its Advertiser and Publisher Group; she also sits on the boards of Berkshire Hathaway and Costco. The remaining non-executive directors are Eriksen of Aker, Rael Nurick, co-founder of Sandton Capital Partners, and Jacob Leschly, chief executive of Omius.

Chief financial officer Alice Takhtajan spent more than two decades at J.P. Morgan; Nidhi Chappell, president of AI infrastructure, was previously corporate vice president for Azure AI at Microsoft. The three disclosed holders of 5% or more are Aker DC Holding AS, Sandton Capital Partners and Paladin Capital Limited, a vehicle held by a trust of which Payne is the settlor and a discretionary beneficiary, though the filing says he has no voting or dispositive power over its shares.

Payne's 2025 compensation totaled $23,206,898, almost all in option awards. In connection with the offering, the board granted him a performance-based restricted stock unit award on July 31, 2026 covering 19,100,930 shares, approximately 2.50% of the outstanding ordinary shares on the grant date, with a grant date fair value of approximately $350 million. Forty percent depends on share price targets, 40% on megawatts deployed under the company's key commercial agreements and 20% on other operational targets, measured between October 1, 2026 and July 31, 2032. Combined with his earlier options, he would hold awards covering approximately 3.47% of the outstanding ordinary shares.

Anyscale and the software pitch

Nscale describes itself as "a full-stack AI hyperscaler, building the engine of superintelligence." Most of its revenue comes from what it calls Nscale Infrastructure: dedicated clusters under long-term take-or-pay contracts, priced per GPU-hour and billed monthly regardless of utilization. A second product, Nscale Cloud, offers serverless and dedicated inference, fine-tuning, a model library, managed Kubernetes and Slurm. The company says it has processed billions of tokens through Nscale Cloud, though on-demand usage is not yet a material part of revenue.

On July 28, 2026, Nscale agreed to acquire Anyscale, the company founded by the creators of Ray, an open source framework for distributed AI computing. The consideration is $1.65 billion, payable in Nscale equity, and the deal is conditional on the IPO. According to the filing, Ray has 740 million cumulative downloads, including approximately 174 million in the second quarter of 2026. Anyscale will bring approximately 200 employees and a platform used to scale data processing, training, inference and reinforcement learning workloads. Nscale's workforce already exceeded 1,000 full-time employees as of August 31, 2026.

The filing is candid about the limits of that strategy. Ray is "community-governed under the PyTorch Foundation," which Nscale does not control. Converting free users into paying customers, the prospectus acknowledges, depends on continued adoption of Ray and on Nscale's stewardship of the project. Named competitors include CoreWeave, Nebius, Crusoe and Lambda, alongside Amazon Web Services, Google Cloud, Microsoft Azure, Oracle and SpaceX. "As a result some of these very competitors have become customers of and partners to us in a number of cases," the filing states.

What the risk factors flag

The risk section runs to roughly 50 pages. Beyond customer concentration and financing, several items stand out.

Supply chain. The filing warns that shortages of components for semiconductor production, "such as helium, as a result of the conflict between the United States and Iran and the ongoing difficulties with the Strait of Hormuz," could affect production, cost and delivery timing.

Regulation of data centers. The company cites a moratorium on data centers using 50 MW or more in New York State, announced in July 2026, audit and verification directives in Texas, and similar proposals reportedly pending in other states. It also says it has faced local community opposition at some sites. Opposition of this kind has a record: in September 2025, Indianapolis residents forced Google to withdraw a 468-acre data center proposal minutes before a council vote. In May 2026, studies commissioned by the Data Center Coalition found no quantitative evidence that data centers had been subsidized by other electricity customers.

Geography. A portion of operating data center capacity is in Norway, which is not an EU member state, so EU trade, sanctions and export control measures may not apply there on the same terms. The filing also flags weather: extreme cold in Norway, extreme heat and flooding in Texas.

Why the filing matters for marketing

Advertisers do not buy from Nscale. They do, increasingly, buy media and software whose AI features depend on the kind of capacity Nscale sells, and Anthropic's Claude models and Microsoft's AI products are among the tools marketing teams now use. The prospectus shows that part of the future compute behind both companies is contracted from a supplier that reported a $1.02 billion half-year loss, has not yet secured financing for the Anthropic build, and depends on NVIDIA for chips, equity and lease guarantees.

The numbers also show how AI capacity is being paid for. Nscale's customers are prepaying billions of dollars before any service begins, and Nscale is borrowing project by project against those contracts. Others are funding the buildout on a larger scale still. Alphabet, for one, moved to raise about $85 billion in equity in June 2026 against capital expenditure guidance of $180 billion to $190 billion. Market appetite for the sector has not been steady: in July 2026, a sell-off that cost Jane Street roughly $15 billion saw shares in CoreWeave and Nebius, two of the competitors Nscale names, fall by more than 35%.

For Europe, where many of PPC Land's readers work, the filing leans heavily on sovereignty. Payne writes that the need for sovereign AI infrastructure is "especially acute" in Europe, "where our British domicile positions us as a natural, trusted partner." That claim enters a contested debate. The European Commission's October 2025 framework, PPC Land found, weights operational efficiency more heavily than protection from foreign government access. In 2025, SAP's chief executive argued Europe should focus on AI software rather than building data centers, while the Netherlands faced a grid backlog that left more than 11,900 businesses waiting for connections.

Nscale also joins a queue of listings that touch the industry. Goldman Sachs and Morgan Stanley, two of its three lead banks, also led the S-1 filed by Blackstone-backed mobile ad platform Liftoff in January 2026.

What happens next

Several pieces are still missing. The price range, share count, ownership percentages, board independence determinations, underwriting agreement, articles of association, a relationship agreement with certain shareholders and a registration rights agreement are all marked as to be filed by amendment. The filing also does not name the customers behind 73% of 2025 revenue and 52% of first-half 2026 revenue, give a value for the Figure agreement, split the $103.4 billion by customer, identify the contracts in the $52.5 billion signed after June 30, or show the site data behind the 70% power price claim.

The NVIDIA portion of the convertible financing is scheduled to close on or around November 16, 2026. If it closes before the registration statement becomes effective, NVIDIA receives convertible notes; if after, Non-Voting Shares priced at the midpoint of the eventual range. The Anyscale acquisition is expected to close at the time of, or concurrently with, the offering.

As of November 14, 2026, EDGAR listed no amendment, pricing prospectus or notice of effectiveness for the registration. The operational milestones run well beyond any listing date: the Microsoft deployment at SIN02 is scheduled to begin in late 2027, Figure's first GPUs in the second half of 2027, Monarch's first 2 GW of gross power in the first half of 2028, and Payne's IPO award vests between September 2028 and July 2032.

Key facts

• Registrant: Nscale Limited, incorporated in England and Wales in December 2025 as DSNS Holdings Limited; to re-register as a public limited company named Nscale plc before the offering closes
• Source document: Form S-1 Registration Statement under the Securities Act of 1933, containing a preliminary prospectus marked "subject to completion"
• Filed: September 18, 2026, accepted by EDGAR at 15:44:17 Eastern time
• SEC identifiers: CIK 0002110365; accession number 0001193125-26-395475; file number 333-299011 (left blank on the cover page)
• Confidential drafts: draft registration statement submitted February 17, 2026; amended drafts May 12, June 26 and August 12, 2026 (file number 377-09073)
• Proposed listing: New York Stock Exchange, ticker NSCL; ordinary shares, par value $0.01
• Status: emerging growth company; SIC code 7372
• Principal executive office: Level 5, 16 New Burlington Place, London W1S 2HX, United Kingdom
• Lead bookrunners: Goldman Sachs & Co. LLC, J.P. Morgan, Morgan Stanley
• Auditor and counsel: KPMG LLP; Latham & Watkins for the company; Milbank for the underwriters
• Financial periods: audited years ended December 31, 2024 and 2025; unaudited six months ended June 30, 2026; portfolio metrics as of August 31, 2026
• Contract exhibits: Exhibit 10.19, Form of Partner Statement of Work between Microsoft MSA Corporation and Nscale US Holdings Inc.; Exhibit 10.25, Form of Order for GPU Services between Anthropic PBC and Nscale GPU MMC B1.1 LLC (portions omitted from both)
• Scheduled dates: NVIDIA $1.0 billion sale on or around November 16, 2026; convertible loan notes maturity June 15, 2028, if not converted; lock-up through 180 days after the prospectus date
• Amendments: none listed on EDGAR as of November 14, 2026
• Source URL: https://www.sec.gov/Archives/edgar/data/2110365/000119312526395475/ck0002110365-20260918.htm

Timeline

• September 2022 - Nscale's predecessor acquires its Norwegian operations.
• October 2022 - Agreement signed with Pega Nordic, the cryptocurrency mining customer that would account for 93% of 2024 revenue.
• June 2023 - Senior secured credit agreement with Sandton Capital; Josh Payne becomes founder, chief executive and chair.
• August 2023 - Payne begins building the company, according to his letter.
• May 2024 - Nscale spun out from Arkon Energy; Nscale Global Holdings Limited incorporated on May 29, 2024.
• November 18, 2024 - Note purchase agreement for $160.0 million of Series A convertible notes.
• December 2024 - Pega Nordic agreement terminates; crypto colocation services end.
• July 2025 - Stargate Norway announced; master cloud services agreement with NVIDIA worth $1.2 billion; Aker joint venture agreement signed July 31.
• September 16, 2025 - Stargate UK announced with NVIDIA, Microsoft and OpenAI.
• September 2025 - Microsoft's Nscale partnerships in Narvik and the UK reported by PPC Land; first Microsoft statement of work signed.
• October 8, 2025 - Series B raises approximately $1.1 billion at $6.33 per share; Aker joint venture completed.
• October 14, 2025 - NVIDIA warrants issued in exchange for a Ward County lease guarantee of up to $860.34 million.
• November 2025 - Sam Altman deflects questions on OpenAI's $1.4 trillion compute commitments.
• December 2025 - Nscale acquires Future-tech; Alice Takhtajan becomes chief financial officer.
• December 22, 2025 - Alphabet agrees to buy Intersect for $4.75 billion.
• February 2026 - $1.4 billion GPU Financing Facility; confidential draft registration statement submitted February 17.
• March 2026 - Aker joint venture entities rolled into Nscale under a transfer agreement dated March 9.
• March 27, 2026 - Series C raises $1.64 billion.
• March 31, 2026 - Acquisition of AIPCorp and the Monarch Compute Campus in West Virginia.
• April 2026 - OpenAI withdraws from Stargate Norway and Stargate UK; Microsoft takes the extra Norway capacity; latest Microsoft statement of work signed.
• April 24, 2026 - SIN02 acquired in Portugal for a Microsoft deployment of more than 66,000 Vera Rubin GPUs.
• May 4-5, 2026 - Corporate reorganization and 60-for-1 forward stock split; revolving credit facility signed in May.
• June 30, 2026 - Half-year close: revenue $140.6 million, net loss $1,020.1 million, cash $1,478.4 million.
• July 2026 - Kvandal South and Macquarie Iceland facilities; New York announces a moratorium on data centers of 50 MW or more.
• July 9, 2026 - S&P cuts Oracle to BBB- over a $42 billion AI cash deficit.
• July 28, 2026 - Agreement to acquire Anyscale for $1.65 billion in equity.
• July 31, 2026 - IPO award of 19,100,930 restricted stock units granted to Payne.
• August 2026 - Jane Street's $15 billion July loss reported as CoreWeave and Nebius shares fall.
• August 24, 2026 - GPU services agreement with Figure AI for up to 100,000 Vera Rubin GPUs.
• August 25, 2026 - Four GPU services agreements with Anthropic worth up to $44.6 billion.
• August 27, 2026 - Ward County ($1.85 billion) and North Carolina ($1.2 billion) GPU facilities signed.
• August 31, 2026 - Portfolio: $103.4 billion active and contracted TCV, 461,000 GPUs, 1.37 GW.
• September 15, 2026 - Subscription agreement for at least $3.1 billion of convertible notes, including $1.0 billion from NVIDIA.
• September 18, 2026 - Form S-1 filed for a NYSE listing under NSCL.
• November 16, 2026 - Scheduled closing of the $1.0 billion NVIDIA sale.
• Late 2027 - Scheduled start of the Microsoft Vera Rubin deployment at SIN02.
• First half of 2028 - Scheduled first 2 GW of gross power at Monarch.
• 2031 - Planned expansion of Monarch to approximately 8 GW of gross power.

Related PPC Land coverage

• Microsoft builds world's most powerful AI datacenter in Wisconsin - Microsoft's Fairwater project and its partnerships with Nscale in Narvik and the UK, published September 2025.
• OpenAI's Altman deflects questions on $1.4 trillion spending plans - Sam Altman's November 2025 podcast responses on OpenAI's compute commitments.
• Google buys Intersect for $4.75B to solve AI's power crisis - Alphabet's December 2025 purchase of an energy and data center developer.
• S&P cuts Oracle to BBB- as AI buildout widens cash deficit to $42bn - The July 2026 rating action on Oracle's AI spending and OpenAI concentration.
• Alphabet raises $85 billion to bet everything on AI infrastructure - Alphabet's June 2026 equity raise and its capital expenditure guidance.
• Jane Street loses $15bn as leveraged AI bets collapse in July - The July 2026 sell-off that hit CoreWeave, Nebius and other AI infrastructure names.
• The hidden infrastructure cost behind every AI answer - An April 2026 look at the chips, power and water behind AI answers.
• Data centers: 5.5M jobs, $927bn GDP - and no proof they raised your energy bills - Two May 2026 studies on the economic footprint of US data centers.
• How Indianapolis residents beat Google's $1 billion data center proposal - Local opposition that stopped a Google data center rezoning in September 2025.
• Dutch grid crisis exposes Europe's AI energy infrastructure gap - Grid connection backlogs in the Netherlands and Europe's data center power demand.
• EU's cloud sovereignty plan gives more points to efficiency than independence - Analysis of the European Commission's October 2025 cloud sovereignty framework.
• SAP CEO challenges Europe's AI data center strategy amid tech sovereignty debate - Christian Klein's July 2025 argument against a European data center race.
• OpenAI finally pulls trigger on ChatGPT ads after monthslong delay - OpenAI's January 2026 announcement of ad tests in ChatGPT, with comments from Fidji Simo.
• OpenAI builds in-house ad infrastructure for ChatGPT growth - A September 2025 OpenAI job listing for advertising platform engineering.
• Meta settles shareholder lawsuit for $190 million over privacy failures - The November 2025 settlement of a derivative suit naming Sheryl Sandberg among others.
• Blackstone's Liftoff bets $4 billion mobile ad empire on public markets - Liftoff's January 2026 S-1 for a Nasdaq listing, led by Goldman Sachs and Morgan Stanley.

Summary

Who: Nscale Limited, a London-based AI infrastructure company led by founder and chief executive Josh Payne, together with its major customers Microsoft and Anthropic, its supplier, investor and guarantor NVIDIA, its largest disclosed shareholders Aker, Sandton Capital Partners and Paladin Capital, and lead underwriters Goldman Sachs, J.P. Morgan and Morgan Stanley.

What: A Form S-1 registration statement for an initial public offering of ordinary shares on the New York Stock Exchange under the ticker NSCL. The filing reports first-half 2026 revenue of $140.6 million and a net loss of $1,020.1 million, $103.4 billion of active and contracted customer commitments, Microsoft agreements worth up to $43.8 billion, Anthropic agreements worth up to $44.6 billion with no binding financing yet in place, a debt stack of project facilities, and a pending $1.65 billion all-equity purchase of Anyscale. Price range and share count are blank.

When: Filed with the SEC on September 18, 2026, after confidential draft submissions beginning February 17, 2026. Portfolio figures are as of August 31, 2026; financial statements run to June 30, 2026.

Where: The company is headquartered in London and incorporated in England and Wales. Its revenue in the first half of 2026 came from Portugal, Norway and the United Kingdom, while most contracted capacity is in the United States, including the Monarch Compute Campus in Mason County, West Virginia, and sites in Texas and North Carolina.

Why: Nscale needs capital to build contracted capacity, with $24.0 billion of equipment purchase commitments outstanding at mid-year and financing for the Anthropic build still to be arranged. For the marketing industry, the filing shows the cost, concentration and fragility of the compute supply that underpins the AI products now embedded in advertising platforms and agency workflows.