The registration statement was filed with the Securities and Exchange Commission on 18 September 2026 by Nscale Limited, a company incorporated in England and Wales, for an initial public offering of ordinary shares to be listed on the New York Stock Exchange under the ticker NSCL (CIK 2110365, accession 0001193125-26-395475). It is the first primary disclosure in the record of Nscale's contracts with Anthropic and Microsoft, of its customer concentration, and of its financing position.
Business as described
The filing describes a vertically integrated AI infrastructure company organized in two segments. Nscale Infrastructure — "the majority of our business," per the founder's letter — owns and controls land, power, data centers and GPU clusters. Nscale Cloud is a full-stack platform layer extending into fine-tuning and inference services, with sovereign AI named as a growth market and the company's British domicile presented as positioning it "as a natural, trusted partner" in Europe.
Founder, chair and chief executive Josh Payne dates the founding thesis to August 2023, states that the company launched publicly as Nscale in May 2024, and gives a set of growth figures: total contracted value from $100 million to "over $103 billion" in two and a half years; the power pipeline from 750 MW to "10 GW+ owned and controlled"; headcount from 40 to over 1,000; operations in 14 regions.
As of 31 August 2026 the filing reports approximately 25,000 active GPUs and 461,000 active and contracted GPUs; five active and twelve contracted data center sites, comprising seven wholly owned, nine colocation and one leased; approximately 1.37 GW of active and contracted capacity, being 1 GW at owned sites, 200 MW leased and 165 MW colocated; and line of sight to approximately 10 GW of potential power capacity. Total contracted value under long-term take-or-pay contracts stood at approximately $2.6 billion active and $103.4 billion active and contracted, against $0.5 billion and $38.0 billion at 31 December 2025, with a weighted average contract life of 5.7 years. The footprint is concentrated in Norway, Portugal, Iceland, the United States and Asia-Pacific.
The filing names as primary competitors other specialized AI cloud providers, CoreWeave, Nebius, Crusoe and Lambda, and as broader competitors the hyperscalers Amazon (AWS), Google (Google Cloud Platform) and Microsoft (Azure), the hybrid provider Oracle, and "new large-scale compute providers such as SpaceX." It states that some of these competitors "have become customers of and partners to us." Nscale describes its differentiation as building "large-scale wholly owned AI campuses in low-cost power regions." It lists the regulatory regimes it is subject to, including AI, export and sanctions, national-security and foreign-investment, and data-protection law (EU and UK GDPR, the EU Data Act and the CCPA), and states that compliance costs have not been material to date.
Financial disclosure
| Period | Revenue | Net loss | Growth |
|---|---|---|---|
| Six months to 30 June 2026 | $140.6M | $(1,020.1)M | +1,252% on H1 2025 |
| Six months to 30 June 2025 | $10.4M | $(368.9)M | — |
| Year to 31 December 2025 | $33.0M | $(761.8)M | +73% on 2024 |
| Year to 31 December 2024 | $19.1M | $(78.2)M | — |
The statement of operations shows the cost structure behind these losses:
| (in $ millions) | H1 2026 | H1 2025 | FY 2025 | FY 2024 |
|---|---|---|---|---|
| Cost of revenue (excl. D&A) | 189.6 | 7.8 | 45.6 | 12.8 |
| Product and technology | 51.3 | 7.9 | 19.9 | 8.9 |
| Sales, general and administrative | 217.7 | 15.5 | 97.1 | 8.4 |
| Depreciation and amortization | 174.0 | 3.9 | 40.2 | 5.1 |
| Operating loss | (492.0) | (24.7) | (169.8) | (16.1) |
| Loss on fair value adjustments | (457.1) | (348.9) | (527.8) | (40.2) |
| Interest expense, net | (95.1) | (2.2) | (12.9) | (12.7) |
| Share-based compensation | 113.8 | 5.5 | 47.9 | 0.7 |
| Adjusted EBITDA (non-GAAP) | (199.2) | (15.3) | (81.7) | (9.1) |
| Adjusted EBITDA margin | (142)% | (147)% | (248)% | (48)% |
| Adjusted operating loss (non-GAAP) | (279.6) | (19.2) | (121.9) | (12.6) |
The filing attributes the H1 2026 rise in cost of revenue (2,331%) to site expansion and higher rental and power costs; the SG&A increase includes $93.3 million more share-based compensation; the fair-value loss arises mainly from warrant liabilities issued to Sandton and Nvidia; and net interest expense reflects the significant financing component of customer prepayments. The 2025 income tax expense of $26.8 million includes a $26 million non-cash deferred tax charge on a right-of-use asset.
The filing states that 2025 was the company's first full year providing high-performance cloud services for AI workloads; for 2024 "the majority of our revenue was derived from colocation arrangements, whereby we provided data center infrastructure to institutional crypto-currency miners," accounted for as operating leases, a line of business Nscale ceased at the end of 2024.
Remaining performance obligations under ASC 606 were $34.5 billion at 31 December 2025, including $4.6 billion attributable to the significant financing component on upfront customer prepayments, of which approximately 16% was expected to be recognized within two years, a further 40% in the following two years and the remainder over the subsequent three. By 30 June 2026 remaining performance obligations had risen to $56.4 billion, including $7.1 billion attributable to the significant financing component on customer prepayments, expected to be recognized over the next seven years. Revenue for H1 2026 was derived 52% from deployments in Portugal and 45% from Norway; for 2025 and 2024 a substantial majority came from Norway.
Customer concentration and the Anthropic agreements
The risk factors state that the largest customer accounted for 52% of revenue for the six months to 30 June 2026 and 73% for the year to 31 December 2025, and that for 2024 "a single customer accounted for substantially all of our revenue."
Two contracts dominate future revenue. Between September 2025 and April 2026 Nscale entered statements of work with Microsoft providing for payments of up to approximately $43.8 billion through December 2033, excluding optional extensions and subject to delivery and availability requirements. On 25 August 2026 it entered the Anthropic Services Agreements, structured as four separate agreements each between Anthropic and a wholly owned Nscale subsidiary, providing for aggregate payments of up to approximately $44.6 billion for dedicated GPU infrastructure services at the Monarch Compute Campus deploying Nvidia Vera Rubin NVL72 systems across four tranches, each with a multi-year service term commencing on acceptance and extendable at Anthropic's election.
The Anthropic terms disclosed are more demanding than Nscale's other customer agreements. Delivery delays 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"; excused delays beyond a threshold let Anthropic terminate the affected tranche; failure to deliver a tranche within a specified period after its expected date lets Anthropic terminate that tranche without liability; sustained monthly uptime below specified thresholds lets Anthropic terminate the agreement; and either party may terminate for uncured material breach, insolvency, or a change of control involving a disqualified person. The filing also warns that missed milestones "could trigger substantial penalty payments, liquidated damages, or customer remedies," creating "significant and immediate cash outflows."
The financing position is stated plainly and twice: Nscale must use best efforts to obtain qualifying financing for the GPU equipment and data center infrastructure within a specified period after the effective date, and "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."
A further agreement of 24 August 2026 with the humanoid robotics company Figure AI establishes a multi-year partnership representing "the potential to deploy up to 100,000 NVIDIA Vera Rubin GPUs," with initial deployment targeted for the second half of 2027, alongside a strategic equity investment by Nscale in Figure and Nscale's designation as Figure's preferred AI infrastructure provider.
Supply, financing and partnership risks
Nscale states that it relies on Nvidia for its GPUs as a result of obligations in current customer contracts, that "some of our current customers have contractually specified our use of NVIDIA GPUs," and that although it sources through multiple third-party suppliers, partnerships with Nvidia "including through direct equity investment" do not eliminate supply-chain risk. Three main suppliers accounted for 53%, 37% and 10% of related purchases in H1 2026, and 57%, 27% and 16% in 2025. The company has "no long-term contracts or arrangements with our suppliers that guarantee capacity," ordering largely on a just-in-time basis.
The indebtedness disclosures name a Macquarie senior facility, a GPU financing facility, a revolving credit facility, the Kvandal South DC facility, a Macquarie Iceland facility of $331.9 million agreed in July 2026, a Ward County GPU facility of $1.85 billion and a North Carolina GPU facility of $1.2 billion agreed in August 2026, and Dell Financial Services framework agreements of April 2026 under which 40 fully executed payment schedules had incurred aggregate initial-term rent of approximately $2.54 billion as of 4 September 2026, including financing charges of approximately $34.8 million. In September 2026 Nscale entered a subscription agreement for a minimum aggregate principal of $3.1 billion comprising convertible loan notes and what the filing terms the "NVIDIA Sale."
On partnerships, the filing records that after announcing Stargate Norway in July 2025 and Stargate UK in September 2025 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."
Liquidity and commitments
Cash and cash equivalents were $1,478.4 million at 30 June 2026, against $1,500.9 million at 31 December 2025 and $80.4 million at 31 December 2024. Operating cash flow was positive, at $1,686.1 million in H1 2026 and $1,376.4 million in 2025, which the filing attributes primarily to upfront customer prepayments on long-term take-or-pay contracts ($1.6 billion received in 2025); investing outflows were $3,285.8 million in H1 2026 and $658.5 million in 2025, mainly for GPUs and technology equipment. The company states that existing cash, committed debt and prepayments will be sufficient for at least the next 12 months. At 30 June 2026 it had outstanding purchase commitments for undelivered technology equipment of $24.0 billion, construction and supporting-service commitments of $3.5 billion (both payable primarily through 2026 and 2027), and $1.4 billion of undiscounted payments for colocation leases not yet commenced.
Terms disclosed for the main facilities include: the GPU Financing Facility of February 2026, a $1.4 billion senior secured delayed-draw term loan at Term SOFR plus 5.00%; the Revolving Credit Facility of May 2026, initially $770.0 million and upsized to $900.0 million by 30 June 2026, at Term SOFR plus 1.75%; the Kvandal South DC Facility of July 2026 in Norway, a $725.0 million term loan plus a $65.0 million VAT revolving facility; the Ward County GPU Facility for the Texas site ($630.0 million fixed-rate and $1.22 billion floating-rate commitments, maturing February 2033); and the North Carolina GPU Facility ($370.0 million fixed and $830.0 million floating, at Term SOFR plus 2.375%, maturing December 2031). The September 2026 subscription agreement, dated 15 September, comprises $2.1 billion of unsecured convertible loan notes converting into ordinary shares on the offering and a further $1.0 billion of convertible notes or non-voting shares to be issued to Nvidia in the "NVIDIA Sale," expected to close on or around 16 November 2026.
Offering and ownership
The preliminary prospectus leaves the share count and price range blank. Lead bookrunners are Goldman Sachs, J.P. Morgan and Morgan Stanley, with further bookrunners and co-managers including RBC Capital Markets, BofA Securities, Deutsche Bank Securities and Mizuho. Nscale qualifies as an emerging growth company. The offering is preceded by a reorganization including a 60-for-1 forward share split and conversion of preferred shares into a single class of ordinary shares carrying one vote each, with Nvidia receiving non-voting shares. Net proceeds are for general corporate purposes, "including to fund and support our data center projects and deployments, technology development, working capital and operating expenses," and possibly acquisitions; no dividends are expected, and the company's debt facilities restrict subsidiary distributions.
The Series C financing closed on 27 March 2026 with 99,573,540 preferred shares for an aggregate $1.64 billion, principally at $20.39 per share (with SAFE conversions at $18.35 and Series C-5 shares at $22.31), and a second closing on 30 April 2026 of $118.3 million. In connection with it, Nscale acquired the remaining 50% of the Aker Nscale Joint Venture for $1,868.8 million, settled mainly in shares (the "JV Roll-Up"). Holders of 5% or more listed in the beneficial-ownership table are Aker DC Holding AS (ultimately owned by Aker ASA), Sandton Capital Partners and Paladin Capital Limited, the last held by the trustees of the JP 2023 Trust, of which Payne is settlor and a discretionary beneficiary without voting or dispositive power.
Management and workforce
Executive officers are Josh Payne (founder, chief executive and chair since June 2023, previously founder and executive chairman of the Bitcoin-mining data center company Arkon Energy from March 2020 to November 2024), chief financial officer Alice Takhtajan (from J.P. Morgan, December 2025), Philippe Sachs (chief business officer and president, EMEA), Jing Yin (president, APAC, formerly of Alibaba Cloud), Nidhi Chappell (president, AI infrastructure, formerly corporate vice president for Azure AI at Microsoft), Sam Huckaby (president, data centers, formerly of Oracle) and chief legal officer Phoebee Gahan. Non-executive directors are Nick Clegg (from February 2026; formerly president of global affairs at Meta), Susan Decker, Øyvind Eriksen, Jacob Leschly, Rael Nurick, Sheryl Sandberg and Fidji Simo. As of 31 August 2026 the company had over 1,000 full-time employees, some represented by a labor union. It states it is not party to any litigation expected to have a material adverse effect.
Acquisitions
The March 2026 acquisition of 100% of American Intelligence & Power Corporation brought the Monarch Compute Campus in Mason County, West Virginia — an approximately 2,250-acre site the filing says can deliver up to 8 GW of gross behind-the-meter power, with up to 2 GW of gross generation capacity expected by the first half of 2028 and a runway scalable to over 6.5 GW of IT load power. Nscale created a subsidiary, Nscale Energy & Power, to internalize power origination. A definitive agreement of 28 July 2026 provides for the acquisition of Anyscale, the company behind the Ray distributed-computing framework, adding approximately 200 employees; closing is expected at or concurrent with the offering, subject to regulatory approvals, and the filing states the acquisition "was not a significant acquisition for accounting and Regulation S-X purposes," so no pro forma or historical Anyscale financials are included. An Arkon share exchange with a 3.01% escrow of the shares issued at completion is also disclosed.
Provenance
Captured on 19 September 2026 from SEC EDGAR, the canonical host for registration statements, at the accession's own HTML rendering — approximately 1.3 MB covering the cover page, prospectus summary, risk factors, MD&A, business, management, financial statements and notes, and Part II. CNBC's report of 18 September 2026 links this URL as the prospectus and its figures match the filing: revenue $140.6 million up 1,252%, net loss $1.02 billion against $368.9 million, RPO $56.4 billion, 25,000 active and 461,000 active or contracted GPUs, five active and twelve contracted sites, ticker NSCL (Source: cnbc.com). Counsel's and the chief legal officer's business contact details appear on the cover page as filed. Exhibit documents linked from the exhibit index, including the form of order for GPU services between Anthropic PBC and an Nscale subsidiary, were not separately captured.
Relationships
- supports: Nscale — the primary disclosure behind that page's Snapshot figures.
- supports: Anthropic — first primary account of the Nscale compute agreements.
- related: Microsoft, OpenAI, Figure AI, Nvidia & TSMC — AI Compute Infrastructure — counterparties named in the filing.
- contradicts: the account of Stargate UK as "paused," which the filing records as an OpenAI withdrawal in April 2026 from both Stargate Norway and Stargate UK.
- instance-of: AI Bubble Debate — contracted revenue of $103.4 billion against $140.6 million of half-year revenue and no committed financing for the largest contract.
- related: Circular Financing in AI — Nvidia as supplier, equity investor and counterparty to a September 2026 share sale.
- related: Data Center Siting / AI Power Politics, Sovereign AI, Compute Governance.