NSCL Nscale plc S-1/A amended IPO prospectus section summaries

Nscale plc — Form S-1/A cover page

Nscale plc filed Amendment No. 1 to its Form S-1 on November 12, 2026, for an initial public offering of ordinary shares with a par value of $0.01 per share. The company applied to list its shares on the New York Stock Exchange under the ticker NSCL; no public market for the shares currently exists.

The preliminary prospectus leaves the IPO price range, number of shares offered, underwriting discounts, expected proceeds, and size of the underwriters’ 30-day option blank. As a result, the proposed offering valuation and expected proceeds cannot yet be assessed.

Nscale is incorporated in England and Wales and is classified as a non-accelerated filer and an emerging growth company. It may therefore use reduced public-company reporting requirements and the extended transition period for adopting new accounting standards. The prospectus directs investors to the risk factors beginning on page 27.

Prior to the offering, the business was conducted through Nscale Global Holdings Limited. A reorganization completed on May 4–5, 2026 made Nscale Limited the ultimate holding company of Arkon Energy and, indirectly, Nscale Global Holdings Limited. On October 9, 2026, Nscale Limited re-registered as a public limited company and changed its name to Nscale plc.

The registration statement’s audited consolidated financial statements, unaudited interim condensed consolidated financial statements, and summary financial data are for Nscale Limited, now Nscale plc. Investors in the offering will receive Nscale plc ordinary shares. Unless context indicates otherwise, “Nscale,” “Company,” “Group,” and related terms refer to Nscale plc and its consolidated subsidiaries.

The section’s industry, product-market, market-size, and growth estimates rely on company internal estimates, surveys and research, independent third-party sources, and publicly available information. The company accepts responsibility for the statements, but cautions that third-party sources do not guarantee accuracy or completeness. Forecasts and estimates are uncertain and may differ materially from actual outcomes because of risk factors and other forward-looking uncertainties.

Nscale owns or claims proprietary rights to trademarks, service marks, and trade names important to its business, including Nscale and its logo. Some are registered, while applications for others are pending in various jurisdictions. The prospectus also refers to third-party marks; those references do not imply affiliation, endorsement, or sponsorship. Omitting ® and ™ symbols is for convenience and does not waive Nscale’s or its licensors’ rights. The section reports no financial metrics, material business changes, or specific trademark-related risks.

Presentation basis and corporate history

Nscale Limited became the ultimate holding company of Arkon Energy and, indirectly, Nscale Global Holdings Limited following a reorganization completed May 4–5, 2026. On October 9, 2026, it re-registered as a public limited company and became Nscale plc.

The historical financial information is presented in U.S. dollars under U.S. GAAP. It reflects a May 2026 60-for-1 forward stock split, but does not reflect the subsequent reorganization steps or the offering.

Acquisitions made in H1 2026 and FY2025 and FY2024 were not significant under Regulation S-X Rule 3-05, and Nscale elected not to provide separate historical financial statements for them. The prospectus also presents Adjusted EBITDA and Adjusted operating loss and margins as supplemental non-GAAP measures. These measures are not substitutes for GAAP results and may not be comparable with similarly titled measures used by other companies.

Business model, strategy and growth claims

Nscale describes itself as a vertically integrated AI infrastructure and cloud platform spanning land, power, data centers, GPUs, software and AI services. Infrastructure currently makes up the majority of the business and is positioned as the base for expansion with existing and new customers. Nscale Cloud is intended to add platform, fine-tuning and inference services, capture more customer workloads, diversify the customer base and increase higher-margin revenue. The announced acquisition of Anyscale, developer of the Ray distributed-compute framework, is presented as an initial step toward building the platform layer and moving closer to customer workloads.

The founder says Nscale grew total contracted value (TCV) from $100 million at inception to more than $105 billion in about 2.5 years. Management also cites growth in its owned-and-controlled power portfolio from 750 MW to more than 10 GW, headcount from 40 to more than 1,000, and expansion to 14 regions. These are management’s narrative claims, not financial-statement results presented in this section.

Market opportunity and execution considerations

Management identifies gigawatt-scale power availability, suitable land and connectivity, data-center construction and cooling for higher equipment densities, GPU supply and integration, and cloud orchestration as interrelated constraints on AI growth. It sees demand from frontier AI labs, enterprises and governments, with sovereign AI—particularly in Europe—as an opportunity. Nscale says its U.K. domicile may support its position as a trusted European partner.

The strategy depends on securing power and sites, developing data centers, obtaining and integrating compute equipment, and delivering a complex global platform as demand and customer needs evolve. Management describes growth as led by contracted demand, with projects underwritten to attractive long-term returns, prudent leverage and capital commitments matched to supporting revenue duration. These are stated disciplines, not quantified return or leverage measures in this section. The long-term-contract and infrastructure-buildout model makes project execution and timing, power availability, and alignment of financing commitments with revenue duration important considerations.

Metric definitions and responsibility commitments

TCV is contracted revenue over the committed term of signed agreements, measured at signing. It excludes optional extensions, renewals, unexercised capacity and specified significant financing components of upfront payments. “Contracted capacity” means capacity under development under signed customer contracts; “active capacity” means online, revenue-generating IT megawatts. “Potential power capacity” depends on future behind-the-meter generation development and/or grid-capacity approvals and should not be treated as currently available or contracted capacity. “Operating sites” includes ready-for-service facilities and facilities under development under signed customer contracts.

Nscale says it intends to use renewable and behind-the-meter power, capture waste heat and invest in communities where it operates. The section provides no quantified targets or performance measures for these commitments.

Nscale — Prospectus Summary

Business and strategy

Nscale is a vertically integrated AI infrastructure and cloud provider spanning power procurement and development, data centers, GPUs, networking, orchestration software, and managed AI services. It targets the power, cooling, and networking constraints that can limit AI capacity, using powered land, modular data centers, and software intended to improve GPU utilization and reduce delivered compute costs. Its long-term strategy is to extend from infrastructure into higher-value cloud and AI services, including inference, fine-tuning, and sovereign and enterprise workloads.

Growth, contracts, and capacity

Revenue growth has accelerated from a relatively small base:

H1 revenue increased 1,252% year over year; FY 2025 revenue increased 73%. Management attributes growth to rapid AI adoption and rising compute demand.

As of the prospectus date, Nscale reported $6.4B of active total contract value (TCV) and $105.8B of active and contracted TCV, versus $0.5B and $38.0B, respectively, at December 31, 2025. Contracts are predominantly multi-year, take-or-pay agreements, with a weighted-average term of approximately 5.7 years and customer prepayments averaging approximately 20% of TCV. Contract terms generally begin only after GPU clusters are successfully delivered, so construction and commissioning must precede service revenue. Some customers have rights of first refusal on additional capacity.

The company reported approximately 50,000 active GPUs and 461,000 active and contracted GPUs, across seven active and ten contracted data-center sites, with approximately 1.37 GW of active and contracted capacity: about 1 GW at owned sites, 200 MW at leased sites, and 165 MW at colocation sites. Nscale says its potential power capacity has expanded to approximately 10 GW following its acquisition of AIPCorp, including the Monarch Compute Campus in West Virginia. Monarch is planned to begin with up to 2 GW of gross generation capacity by H1 2028, with potential to scale beyond 8 GW gross power and 6.5 GW of IT-load power. Nscale also acquired the 200 MW SIN02 site in Portugal, supporting planned Microsoft GPU deployments beginning in late 2027.

Customers, products, and strategic transactions

Nscale primarily serves hyperscalers, frontier AI labs, and technology companies through dedicated infrastructure. It says H2 2026 contracts for the same GPUs were priced significantly above H1 contracts, and shorter-term contracts command a premium. Management expects infrastructure demand and pricing to remain strong, but those outcomes are not assured.

On August 24, 2026, Nscale signed a multi-year Figure AI compute agreement with approximately $3.5B TCV, payable 50% in cash and 50% in Figure equity; the broader partnership could scale to 100,000 GPUs. On August 25, it entered Anthropic agreements for payments of up to approximately $44.6B for dedicated infrastructure at Monarch. Anthropic later exercised a right to contract for additional Building 2 capacity, but a definitive agreement remained to be negotiated; Building 3 capacity was subject to a conditional right.

Nscale agreed on July 28, 2026 to acquire Anyscale, with closing expected at or concurrent with the offering, subject to conditions. Anyscale adds approximately 200 employees and a commercial platform based on Ray, an open-source distributed-AI framework with 740 million cumulative downloads, including approximately 174 million in Q2 2026. Nscale aims to turn Ray’s developer adoption into paid software and infrastructure usage. The company’s cloud combines managed AI services with infrastructure and platform tools; expected benefits depend on acquisition completion, integration, and converting users into paying customers.

Preliminary financial results and funding

The following 9M 2026 figures are unaudited estimates, subject to completion of closing procedures and KPMG review:

Despite the larger dollar losses, operating-loss margin improved to (272)% from (317)%, net-loss margin to (550)% from (2,034)%, adjusted operating-loss margin to (147)% from (153)%, and adjusted EBITDA margin to (94)% from (104)%. Net loss included $629.9M of fair-value adjustment losses, $339.8M of depreciation and amortization, $242.2M of net interest expense, and $174.0M of share-based compensation (plus $24.2M of employer taxes on share-based compensation). Management expects margins to improve as deployments ramp and fixed costs are spread over greater activity, but profitability has not been established and depends on delivery and utilization.

Estimated cash and cash equivalents at September 30, 2026 were $3.5759B, compared with actual $1.5009B at December 31, 2025; total debt, including current portion, rose to $5.5163B from $78.9M. Nscale reported raising more than $13.4B in equity and debt, including $6.7B of equity, more than $5.7B of project-level financing, and a $900M revolving credit facility. Its September 2026 subscriptions for $3.36B principal of unsecured convertible loan notes—including $2.36B subscribed by several investors and a further $1.0B to be issued to NVIDIA as notes or non-voting shares—are expected to convert upon offering completion, creating potential dilution. Other financing includes GPU and data-center project facilities and approximately $2.54B of initial-term aggregate rent under DFS equipment-financing agreements. These commitments are not all amounts drawn and underscore substantial capital needs.

Principal risks

Execution is central: contracted capacity must be financed, powered, built, equipped, and commissioned before many contracts produce revenue. Nscale relies on third-party suppliers, particularly for GPUs, and faces construction, permitting, power availability, cost, and timing risks; active capacity remains well below active-and-contracted capacity. Large customer commitments and expansion rights also create counterparty and concentration exposure. Acquisitions, open-source adoption, and planned pricing and utilization benefits may not deliver expected results. Other risks include continued access to capital, evolving regulation and security requirements, and material weaknesses in internal control over financial reporting. Nscale became Nscale plc on October 9, 2026, qualifies as an emerging growth company, and elected reduced reporting requirements, including exemption from auditor attestation on internal controls.

Offering, proceeds, and use of funds

The underwriters may purchase additional shares at the IPO price, less discounts and commissions, for 30 days. Proceeds are intended for general corporate purposes, including data-center projects and deployments, technology development, working capital, and operating expenses. The company may also use funds for acquisitions or investments in products, services, or technology. It says the IPO is intended to strengthen its capitalization and financial flexibility, establish a public market for its ordinary shares, and improve future access to public equity markets. The planned spending on data-center buildout and deployment points to continuing infrastructure funding needs.

Share count and potential dilution

The post-offering share count is based on the reorganization and includes specified warrant exercises and preferred-share conversions completed in connection with the offering, share reclassifications, and issuances related to the Midco collapse, Convertible Loan Notes, the Anyscale Acquisition, and the NVIDIA Sale. The offering assumptions exclude the exercise or settlement of outstanding options and warrants and unvested restricted shares. Among the excluded awards are 19,100,930 ordinary shares subject to vesting and settlement under performance-based restricted share units granted to the founder, CEO, and board chair. Other excluded awards and future employee-plan reserves are also potential sources of dilution.

Listing and dividends

The company has applied to list its ordinary shares on the NYSE under NSCL. It has never declared or paid cash dividends and does not expect to do so in the foreseeable future, intending instead to retain funds and future earnings to support business development and expansion.

Financial performance

Revenue rose sharply in H1 2026, but costs and losses also increased substantially. The company reported a $457.1M fair-value adjustment loss and $95.1M of net interest expense in the half, while cost of revenue alone exceeded revenue.

H1 2026 revenue was about 13.5 times H1 2025 revenue. Despite that growth, product and technology expense increased to $51.3M from $7.9M, and sales, general and administrative expense rose to $217.7M from $15.5M. Depreciation and amortization increased to $174.0M from $3.9M. The fair-value adjustment loss was $457.1M versus $348.9M, and net interest expense was $95.1M versus $2.2M. The company also recorded a $1.7M loss on debt extinguishment and modification, compared with $13.9M in H1 2025.

For FY2025, fair-value adjustment losses were $527.8M, compared with $40.2M in FY2024; net interest expense was $12.9M versus $12.7M.

Non-GAAP results

H1 2026 adjustments included $113.8M of share-based compensation, versus $5.5M in H1 2025, and $93.6M of acquired-intangible amortization, versus none in H1 2025. Adjusted EBITDA excludes, among other items, fair-value changes, interest, share-based compensation and specified other operating items. These non-GAAP measures are not substitutes for GAAP results.

Cash flows

H1 2026 operating cash flow was a substantial inflow despite the $1.0201B net loss, alongside a large investing outflow and financing inflow. The summary does not explain the drivers of these unusually large H1 cash flows.

Balance sheet and transaction context

At June 30, 2026, actual total assets were $17.252B, total liabilities were $12.3598B, total shareholders’ equity was $4.7922B, and current assets were $3.9276B.

The described IPO-related pro forma adjustments include the reorganization, warrant exercises, conversion and reclassification of preferred shares, conversion of Convertible Loan Notes at offering completion, shares issued in connection with the Anyscale acquisition, and Non-Voting Shares issued in the NVIDIA Sale.

Risk factors

Nscale is a recently formed, rapidly expanding AI-infrastructure provider whose growth depends on successfully financing, building, powering, and operating data centers while securing GPUs and delivering under large customer contracts. Its short operating history, concentrated customers and suppliers, and capital-intensive model make forecasts and results particularly sensitive to execution, market demand, and access to financing.

Growth, profitability, and customer exposure

Management cautions that historical growth may not continue and expects growth rates to decline as the business matures. Profitability is not assured: infrastructure, research and development, sales, geographic expansion, and public-company costs are expected to increase, while technology changes and uncertain cash payback could weaken returns. Committed take-or-pay contracts represented the vast majority of FY 2024 and FY 2025 revenue; a shift toward usage-based pricing could make revenue and cash flows less predictable. Customer prepayments may also fluctuate. Large customers may reduce workloads, build their own infrastructure, switch providers, or decline to renew. Expansion to earlier-stage customers could increase credit risk; a default could leave Nscale responsible for dedicated infrastructure and related financing without the expected revenue.

Customer contracts create substantial delivery and liquidity exposure. Microsoft statements of work entered into from September 2025 through April 2026 provide for payments of up to approximately $43.8B through December 2033, subject to delivery and service availability. A $3.22B statement of work was terminated after a power provider withdrew the scheduled connection date and allocation for the Loughton, U.K. site. Anthropic agreements entered into August 25, 2026 provide for payments of up to approximately $44.6B, also subject to delivery and availability. Nscale had no binding commitments for the financing required for Anthropic infrastructure as of the prospectus date. Missed milestones, uptime failures, or delayed supply and construction could trigger termination rights, refunds, credits, or other remedies, jeopardizing revenue and creating immediate cash demands.

Infrastructure, financing, power, and supply chain

Expansion requires substantial ongoing capital and depends on obtaining financing, data-center capacity, permits, equipment, connectivity, and reliable power. As of the prospectus date, Nscale reported seven active and ten contracted data-center sites; approximately 15% of active and contracted capacity, measured in MW for H1 2026, was at leased or licensed sites it does not control. Construction delays, cost overruns, grid connections, permitting, labor, and component shortages could defer capacity and revenue. Flooding has temporarily halted construction at Monarch Compute Campus. Site operations also face weather, outages, cyber or physical attacks, and third-party network or utility failures. Power-price volatility could pressure margins; planned natural-gas generation at Monarch may add permitting obligations and Scope 1 emissions, complicating sustainability commitments.

NVIDIA is Nscale’s primary GPU provider. Supplier diversification does not ensure allocation, favorable pricing, or timely access: purchases are often just-in-time, Nscale has no inventory stocks or long-term agreements guaranteeing supply, and some customer contracts specifically require NVIDIA GPUs. Suppliers and semiconductor manufacturers—including Taiwan Semiconductor Manufacturing Company—are exposed to geopolitical disruption. Tariffs, export controls, sanctions, and restrictions on Chinese-origin electrical equipment and critical minerals could raise costs or delay projects; long-lead equipment orders of 18–24 months or more increase uncertainty. Competition for power, renewable energy, sites, and grid capacity may further constrain growth. New restrictions and local opposition could also delay development: July 2026 measures included a New York moratorium on certain permits for data centers of at least 50 MW, Texas project audits and interconnection actions, and stricter Pennsylvania requirements. Nscale said its active and contracted sites were not then materially affected, but planned and future sites remain exposed.

Debt carrying value was $137.4M at June 30, 2026, versus $78.9M at December 31, 2025 and $218.5M at December 31, 2024; these amounts predate substantial later financing commitments. Commitments included approximately $1.4B under a February 2026 GPU facility; a revolving facility increased to $900.0M in June; July facilities of $725.0M and $65.0M for Kvandal South and $331.9M for Iceland; August GPU facilities of $1.85B for Ward County and $1.2B for North Carolina; and approximately $2.54B of initial-term rent under executed DFS equipment schedules by September 4, 2026. A September 2026 subscription agreement covered $3.36B principal of convertible loan notes and the NVIDIA sale. Debt service, variable interest rates, restrictive covenants, and refinancing risk could consume cash needed for operations and expansion or constrain further borrowing. Equity or convertible financing could dilute shareholders. The company also expects financing and operating cash flows to fund Anthropic deployment.

Market, technology, regulation, and execution

Demand depends on continued AI adoption and compute-intensive workloads. More efficient models, open-source advances, alternative architectures or custom accelerators, slower commercialization, or regulatory limits on AI could reduce demand for specialized GPU infrastructure. Competition includes specialized AI clouds, hyperscalers, and other infrastructure providers with greater resources, broader offerings, or ability to bundle and cut prices. Nscale’s sales cycles are long and costly, and dedicated facilities may be difficult to repurpose if customers leave. Growth also depends on hiring and retaining scarce technical, construction, sales, and operational talent. OpenAI withdrew from the Stargate Norway and U.K. partnerships in April 2026; Microsoft subsequently expanded its agreement to take the additional Norway capacity, illustrating partnership and project-dependency risk. Nscale’s July 2026 Anyscale acquisition agreement remains subject to closing conditions and regulatory review; integration, customer compatibility, and expected benefits are uncertain, and most of the purchase price is expected to be allocated to goodwill.

Changing export controls, sanctions, privacy rules, and AI regulation may restrict customers, markets, or access to advanced chips and cloud compute. The BIS Affiliates Rule, which could resume November 10, 2026 absent further action, may extend licensing requirements to certain affiliates of listed entities. Compliance failures could result in penalties, loss of export privileges, delayed projects, or reputational harm. International expansion adds tax, currency, data-residency, and regulatory complexity; H1 2026 revenue was substantially in U.S. dollars while some expenses were in euros, Norwegian kroner, pounds, and Singapore dollars.

Controls, ownership, and other risks

The 2025 and 2024 audits identified material weaknesses in entity-level, business-process, and IT controls, as well as insufficient financial-reporting personnel. Remediation is underway, but remains at an early stage, may require additional expense, and may not be completed in 2026–2027. Failure could lead to reporting errors, restatements, missed deadlines, or loss of investor confidence. Becoming public also increases compliance costs and demands on management. Cyberattacks, privacy breaches, open-source or intellectual-property claims, litigation, and inadequate insurance could disrupt operations, create liabilities, and damage customer trust. Sustainability scrutiny, including concerns about electricity and water use and natural-gas generation, could create additional costs or reputational and legal exposure.

The offering carries market and dilution risks: there was no prior public trading market, the IPO price may not reflect later value, and share sales or future fundraising could pressure the price. English-law shareholder rights and corporate procedures differ from those customary for U.S. companies and may affect capital raising or corporate actions. The company does not assure future dividends; debt covenants may restrict them.

Forward-Looking Statements and Key Risks

The company cautions that actual results may differ materially from its forward-looking statements. These statements reflect views and information available as of the prospectus date, are not guarantees of future performance, and generally will not be updated except as required by law.

Key risks include sustaining recent growth and achieving or maintaining profitability; obtaining additional capital on acceptable terms; expanding data-center capacity, securing suitable sites and build-to-suit arrangements, and obtaining reliable power; and earning returns from investments in products and technology.

Execution risks include completing the Anyscale acquisition on schedule, integrating Anyscale and Ray onto the company’s platform, and realizing anticipated synergies. Other challenges include protecting and enforcing intellectual property, responding to third-party infringement claims, and managing dependence on technology licenses; complying with laws and regulations—including export and import controls, sanctions, anti-corruption rules, and evolving privacy and information-security requirements; and remediating material weaknesses in internal control over financial reporting. Restrictive debt covenants may also affect the company’s financial condition and limit additional borrowing.

Use of Proceeds

The filing does not provide the estimated net proceeds, assumed IPO price, price sensitivity, or sensitivity to changes in the number of shares offered, so expected proceeds cannot be quantified from this section.

The company expects the IPO to increase its capitalization and financial flexibility, establish a public market for its ordinary shares, and improve access to public equity markets for the company and its shareholders. Planned uses of proceeds include funding and supporting data-center projects and deployments, technology development, working capital, and operating expenses. The company may also use some proceeds for acquisitions or investments in products, services, or technologies.

Management may change these plans and will have broad discretion in applying the proceeds; the company says it cannot predict all specific uses or amounts.

Dividend policy

The company has never declared or paid a cash dividend and does not expect to pay dividends in the foreseeable future. It intends to retain available funds and future earnings to finance business development and expansion. As an English-law company, it may pay dividends only if it has sufficient distributable reserves, calculated on a non-consolidated basis. Any dividend decision is at the board’s discretion and depends on operating results, cash requirements, financial condition, contractual restrictions, applicable law and other relevant factors.

As a holding company, the company relies largely on dividends and other distributions from its operating subsidiaries to fund any shareholder dividends. Subsidiary distributions to the company are restricted under the Macquarie Senior Facility, GPU Financing Facility, Revolving Credit Facility, Kvandal South DC Facility, Macquarie Iceland Facility, Ward County GPU Facility and North Carolina GPU Facility. Future credit agreements or debt or preferred-equity securities may impose additional restrictions. Because no near-term dividend is anticipated, investor returns depend on appreciation in the ordinary share price.

Corporate reorganization

Nscale completed a corporate reorganization in May and October 2026 to place its operating businesses under Nscale Limited, which was renamed Nscale plc on October 9, 2026.

On May 4, shareholders of Nscale Global Holdings Limited—excluding Arkon Energy’s A ordinary shareholders—exchanged their ordinary, AIV and preferred share classes for equivalent shares in Nscale Limited. On May 5, Arkon Energy shareholders transferred their holdings to Nscale Limited in exchange for equivalent A ordinary shares. As a result, Nscale Limited became the ultimate parent of both Arkon Energy and Nscale Global Holdings Limited. The May reorganization also included a 60-for-1 forward stock split.

Nscale plc is consolidating its issued share classes into ordinary shares and Non-Voting Shares, retaining £50,000 of non-voting redeemable preference shares as required for public-company registration. These GBP Shares will be deferred and have no economic or voting rights; they and designated deferred shares are to be redeemed and cancelled. Shareholders approved new articles of association on September 22, 2026, to take effect upon completion of the offering. Nscale Global Holdings Limited is now a wholly owned subsidiary of Nscale plc.

The company says the reorganization will not materially affect operations, which will continue through operating subsidiaries. This section reports no financial results or valuation impacts.

Capitalization as of June 30, 2026

Shareholders’ equity included $4.1668B of additional paid-in capital, an accumulated deficit of $(1.8609)B, accumulated other comprehensive loss of $22.8M, and $2.5035B of noncontrolling interests.

The capitalization table presents actual figures, but the pro forma and pro forma-as-adjusted amounts are not populated, so the effects of the IPO and related transactions cannot be quantified from the excerpt. The contemplated pro forma adjustments include the reorganization; warrant exercise and preferred-share conversion; share reclassifications; issuances associated with the Midco structure, Convertible Loan Notes, the Anyscale Acquisition and the NVIDIA Sale; and the IPO. The adjusted figures would also reflect IPO proceeds net of estimated underwriting discounts and expenses. The assumed IPO price and sensitivity amounts are not provided in the excerpt.

Subsequent financing and acquisition

After June 30, 2026, the company utilized $830.0M of commitments under its Revolving Credit Facility and entered into additional financing facilities totaling $4.17B. These developments are material in relation to the $137.4M of debt reported at June 30. In July 2026, the company signed a definitive agreement for the Anyscale Acquisition; consideration includes equity, and the related issuance is not reflected in the June 30 capitalization figures.

Shares and potential dilution

Actual ordinary shares issued and outstanding were 179.657640M. Actual preferred/AIV shares included:

The share figures exclude potential dilution from options, issued-but-unvested shares, warrants, shares reserved for future employee plans, and 19.100930M performance-based restricted share units granted to the CEO. Because quantities and key terms for several excluded awards are not provided in the excerpt, a complete diluted-share estimate cannot be determined.

Dilution

The filing frames dilution to IPO investors as the difference between the assumed IPO price and post-offering adjusted net tangible book value per ordinary share. The provided calculation contains blank numerical inputs and outputs, so the amount of dilution and the resulting ownership split between existing shareholders and new investors cannot be assessed. The offering calculation is net of estimated underwriting discounts and commissions and issuer-paid offering expenses.

The pro forma share count and net tangible book value reflect a series of pre-IPO transactions: the corporate reorganization; warrant exercise; preferred-share conversion; reclassification of voting and non-voting share classes; shares issued to Aker in the Midco collapse; conversion of Convertible Loan Notes, including Non-Voting Shares for NVIDIA; shares issued in the Anyscale Acquisition; and Non-Voting Shares issued in the NVIDIA Sale.

The presented as-adjusted share count excludes potential dilution from outstanding 2025 ESOP options, issued but unvested ESOP shares, warrants, and shares reserved for future employee incentive awards. It also excludes 19,100,930 ordinary shares potentially issuable upon vesting and settlement of performance-based RSUs granted to founder, CEO, and chair Josh Payne. The filing states that full exercise of the underwriters’ option would reduce existing shareholders’ ownership and increase new investors’ ownership, but does not provide the resulting percentages.

Investor takeaway: The section identifies potential dilution from pre-IPO conversions and transactions, equity awards, and warrants, but the provided figures do not allow investors to quantify dilution or determine a fully diluted share count.

Business, growth and contracts

Nscale provides AI infrastructure and cloud services, spanning powered land, data centers, GPU deployment and software orchestration. Its infrastructure business accounts for most contracted value; Nscale Cloud is intended to add managed services, broaden the customer base and capture higher-value revenue. FY2025 was its first full year providing high-performance cloud services for AI workloads; most FY2024 revenue came from colocation for cryptocurrency miners, a service discontinued at the end of 2024.

H1 revenue grew 1,252%, mainly as GPU deployments at Portugal and Norway sites went live. Deployed GPUs increased to 19,048 at June 30, 2026, from 2,032 a year earlier. Growth substantially outpaced revenue: site rents, power and staffing costs rose with deployment and expansion, especially at Ward County, Texas.

H1 product and technology and SG&A costs included sharp headcount growth and increased share-based compensation; depreciation rose with data-center buildouts and GPU deployments. Fair-value losses primarily reflected changes in specified notes and warrant liabilities. H1 net interest expense included financing components on some customer prepayments. FY2025 tax expense included a $26M non-cash deferred-tax charge related to a lease right-of-use asset. Adjusted EBITDA loss was $199.2M in H1 2026 versus $15.3M in H1 2025, and $81.7M in FY2025 versus $9.1M in FY2024; these non-GAAP measures exclude significant items and are not substitutes for GAAP results.

Long-term take-or-pay contracts generally reserve capacity, are billed monthly, and recognize service revenue ratably after infrastructure goes live. As of the prospectus date, active TCV was $6.4B and active-plus-contracted TCV was $105.8B, versus $0.5B and $38.0B at December 31, 2025; contracts support approximately 461,000 active or contracted GPUs and have a weighted-average service life of approximately 5.7 years. Customer prepayments averaged 21% of active and contracted TCV. The portfolio had approximately 50,000 active GPUs, seven active and ten contracted data-center sites, and approximately 1.37 GW of active and contracted capacity. After acquiring AIPCorp and the Monarch Compute Campus in March 2026, Nscale reported line of sight to approximately 10 GW of potential power capacity for development. Management expects greater use of owned facilities and low-cost power to improve unit economics; on-demand cloud services remain immaterial today.

Cash flow and funding

Operating inflows were driven largely by $2.3B of H1 customer prepayments (FY2025: $1.6B), while investing outflows funded GPUs, technology equipment and data-center acquisitions/buildout. These prepayments provide liquidity but are recognized as revenue over service periods. Cash and cash equivalents were $1.4784B at June 30, 2026, versus $1.5009B at December 31, 2025 and $80.4M at December 31, 2024.

The capital-intensive model depends on continued financing. Nscale reported more than $13.4B raised in equity and debt, including $6.7B of equity, more than $5.7B of project-level financing and a $900M revolving credit facility. Series C financing in March 2026 raised $1.64B; a further $118.3M Series C-2 issuance was agreed in April. Subsequent GPU facilities included delayed-draw commitments of $1.2B for North Carolina and $1.85B for Ward County. In September 2026, Nscale agreed to issue $3.36B of unsecured convertible loan notes, including $2.36B to investors (including NVIDIA) and a further $1.0B of notes or NVIDIA non-voting shares.

At June 30, 2026, commitments included $24.0B for undelivered technology equipment and $3.5B for data-center construction and related services, primarily payable in 2026–2027, plus $1.4B of undiscounted payments for future-start colocation leases. For Monarch Building 1, expected data-center and power capex is $10.0B–$10.5B, with $1.0B incurred by September 30, 2026; expected GPU and other compute-equipment capex is a further $21B–$22B. Despite financing discussions, no binding financing commitments for the Anthropic-related investment had been obtained as of the prospectus date. Funding availability, timing and cost are therefore material execution and liquidity risks, particularly given forecast 2027 obligations and equipment commitments that may be difficult to defer.

Strategy, risks and controls

In July 2026, Nscale agreed to acquire Anyscale for $1.65B of equity consideration, subject to conditions including completion of the offering. The deal is intended to strengthen workload orchestration and Nscale Cloud, and is expected to add approximately 200 employees; it will increase share count, and most consideration is currently expected to be allocated to goodwill. Integration and operating costs are expected to rise.

Growth also depends on power, permitting, site access, timely deployment and supply of GPUs and other components. Three suppliers represented 53%, 37% and 10% of NVIDIA GPU and related technology-infrastructure purchases in H1 2026, underscoring exposure to allocation and lead-time disruptions. A limited number of large customers account for much of AI-compute demand, while long sales cycles and post-contract renewal or redeployment economics create further uncertainty.

Audits of the 2024 and 2025 financial statements identified material weaknesses in internal controls, including entity-level, business-process and IT controls and insufficient accounting personnel. Remediation is underway across 2026–2027; failure to resolve the weaknesses could affect reporting reliability and timing.

Business model and strategy

Nscale is building a vertically integrated AI infrastructure business spanning power sourcing and generation, data-center development and operations, GPU deployment, and cloud software. It targets low-cost power and powered land, then supplies AI compute through large campuses and distributed deployments. The company argues that power availability, cost, and delivery timelines constrain industry growth, and that conventional data centers are often poorly suited to AI workloads’ power density, cooling, networking, and GPU-utilization requirements.

Nscale Infrastructure primarily serves hyperscalers, frontier AI labs, and technology companies through long-term take-or-pay contracts. Nscale Cloud adds managed AI and platform services—including inference, fine-tuning, model hosting, Kubernetes, and Slurm—with the aim of broadening its customer base and increasing higher-value software revenue. Its hub-and-spoke approach is intended to place less latency-sensitive workloads at large campuses and serve regional, sovereign, or latency-sensitive needs closer to customers. Management’s cost, delivery-speed, and utilization advantages from its “power-to-tokens” model remain dependent on successfully developing and operating the infrastructure.

Financial performance and contract visibility

Revenue increased 1,252% in H1 2026 and 73% in FY 2025. Despite that rapid growth, losses remained substantial. Management expects Adjusted EBITDA margins to improve as deployments ramp and revenue grows against a largely fixed core infrastructure, engineering, and platform-support cost base; this is an expectation, not an achieved result.

As of the prospectus date, active customer take-or-pay contract total contract value (TCV) was approximately $6.4B, compared with $0.5B at December 31, 2025. Active and contracted TCV was approximately $105.8B, versus $38.0B at December 31, 2025. Weighted-average contract term was approximately 5.7 years, and weighted-average customer prepayments were approximately 20% of TCV. Contract terms generally begin only after successful delivery of GPU clusters, so contracted value depends on delivery and service availability. Management says H2 2026 contracts for the same GPUs carried significantly higher pricing than H1 contracts; shorter-term contracts also command a premium.

Customer concentration has been high: one customer accounted for 93% of FY 2024 revenue under a Norway agreement that ended in December 2024; a different customer represented 73% of FY 2025 revenue. Nscale expects the latter customer to contribute less than 20% of FY 2026 revenue, with its share declining further thereafter.

Capacity, sites, and expansion

As of the prospectus date, Nscale reported approximately 50,000 active GPUs and 461,000 active and contracted GPUs across seven active and ten contracted data-center sites, with approximately 1.37 GW of active and contracted capacity: 1 GW at owned sites, 200 MW at leased sites, and 165 MW at colocation sites. Its portfolio comprised seven wholly owned sites, nine colocation sites, and one leased site. Active capacity was primarily leased and colocation deployments, while most contracted site capacity was at wholly owned sites—an intended shift toward greater ownership and control as projects are completed.

The March 2026 acquisition of 100% of AIPCorp included the approximately 2,250-acre Monarch Compute Campus in West Virginia. Nscale cites potential expansion to more than 6.5 GW of IT-load power and more than 8 GW of gross power, and expects to develop up to 2 GW of gross generation capacity by H1 2028. It also acquired SIN02, a 200 MW powered-land site at Portugal’s SINES Data Campus, on April 24, 2026. The site is intended to support a Microsoft deployment of more than 66,000 NVIDIA Vera Rubin NVL72 GPUs starting in late 2027.

Customer agreements, software, and acquisitions

Microsoft statements of work entered into from September 2025 through April 2026 provide for up to approximately $43.8B through December 2033, subject to delivery and service-availability requirements. A $3.22B statement of work was later terminated after the local power provider withdrew the Loughton site’s connection date and power allocation; Nscale says other Microsoft contracts are unaffected and it is pursuing alternative power sources and UK sites.

August 2026 agreements with Anthropic provide for up to approximately $44.6B for dedicated GPU infrastructure at Monarch, subject to delivery and availability. As of the prospectus date, Nscale had no binding commitments for the financing required to perform these agreements. They impose more stringent service levels than other customer contracts and allow termination in specified circumstances, including delivery delays and sustained uptime shortfalls. An August 2026 Figure agreement has approximately $3.5B TCV, payable 50% in cash and 50% in Figure equity, and is part of a partnership that could scale to 100,000 GPUs.

On July 28, 2026, Nscale entered a definitive agreement to acquire Anyscale, which commercializes the open-source Ray distributed-compute framework. Ray had 740 million cumulative downloads, including approximately 174 million in Q2 2026. The expected addition of approximately 200 employees, a managed developer platform, and distributed-compute runtime is intended to improve workload orchestration and GPU utilization and convert developer adoption into paid cloud and infrastructure consumption. The transaction remained subject to customary conditions, including completion of the offering. Nscale also acquired Future-tech, a European data-center engineering consultancy, in December 2025, and established its Energy & Power division following the AIPCorp acquisition.

Capital requirements and execution risks

Nscale says it has raised more than $13.4B in equity and debt capital, including more than $6.7B of equity, more than $5.7B in project-level financing, and a $900M revolving credit facility. It reported approximately $4.9B in GPU financing, including commitments of approximately $1.4B under a GPU Financing Facility, up to $1.85B under the Ward County GPU Facility, and up to $1.2B under the North Carolina GPU Facility. Other reported arrangements include up to $790M under the Kvandal South data-center facility, up to $331.9M under the Macquarie Iceland facility, and approximately $2.54B of aggregate initial-term rent under DFS Framework Agreements. Additional financing commitments were subject to conditions; these amounts are not all cash raised or unconditionally available. GPU debt is generally project-level, secured by contracted cash flows, and amortized over contract terms.

As of September 30, 2026, expected capital expenditures to complete contracted data-center sites and associated power infrastructure were $19B–$21B, excluding GPUs and other compute equipment. Approximately $3B had been incurred, leaving $16B–$18B expected through phased buildout. Monarch and Kvandal Norway represented approximately 58% of the site-development expenditure estimate.

The buildout creates significant financing, power-access, construction, equipment-procurement, and delivery risks. Nscale depends on external suppliers for critical infrastructure and does not manufacture GPUs or power-generation equipment; NVIDIA is currently the primary GPU manufacturer used in its infrastructure. Delays have occurred at a limited number of sites, including a UK greenfield site, though the company says none has materially affected its business or customer relationships. Broader risks include grid constraints, rising infrastructure costs, changes in supply-demand balance that could pressure utilization, and the ability to meet demanding customer delivery and uptime commitments. The company also identifies trade controls, sanctions, data-security and privacy rules, and sustainability expectations as potential constraints on growth and operations.

Management and governance

Nscale’s leadership combines experience in AI infrastructure, data centers, technology operations, capital markets and public-company governance. Founder, CEO and Chair Josh Payne has led the company since June 2023; previously, he founded and chaired Arkon Energy, a digital-infrastructure company operating data centers that power Bitcoin mining. CFO Alice Takhtajan joined in December 2025 after more than two decades at J.P. Morgan, most recently leading Technology, Media and Telecom coverage in Equity Capital Markets. President of AI Infrastructure Nidhi Chappell joined in December 2025 from Microsoft Azure, where she led worldwide AI-infrastructure development and deployment and worked with OpenAI and other major customers; she previously held data-center and high-performance-computing leadership roles at Intel. President of Data Centers Sam Huckaby joined in April 2026 after infrastructure and development roles at Oracle and Vantage. COO Justin Osofsky and Chief Legal Officer Adam Rosman joined in October 2026; Osofsky spent 18 years in senior operating, partnerships and strategy roles at Meta, while Rosman was Fiserv’s Chief Administrative and Legal Officer.

The nine-member board has eight directors deemed independent under NYSE standards; Payne is the sole non-independent director. Recent additions include former Meta global-affairs executive and UK Deputy Prime Minister Nick Clegg and former Meta COO Sheryl Sandberg, both on the board since February 2026; former Instacart CEO and OpenAI AI-deployment leader Fidji Simo and former Snowflake, ServiceNow and Data Domain CEO Frank Slootman, both since September 2026. Other directors include former Yahoo CFO Susan Decker, credit and special-situations investor Rael Nurick, Comcast Ventures leader Amy Banse and Aker CEO Øyvind Eriksen. Collectively, directors bring experience in AI and cloud technology, data-center infrastructure, scaling businesses and taking companies public, finance and capital markets, and international policy and regulatory relationships.

Committees and oversight

Following completion of the offering and effectiveness of the registration statement, the board expects to establish audit, compensation, and nominating and corporate governance committees.

• Audit: Susan Decker (chair), Rael Nurick and Amy Banse. Decker is identified as the SEC-defined audit committee financial expert; Decker and Banse are stated to meet Exchange Act Rule 10A-3 independence requirements. The committee is expected to oversee financial reporting, earnings releases and guidance, external audit and auditor-related hiring policies, internal audit (if any), internal and disclosure controls, related-party transactions, accounting and auditing complaints, compliance programs, and financial and information-technology risks. Its planned written charter is intended to comply with SEC and NYSE requirements.
• Compensation: Amy Banse (chair), Sheryl Sandberg and Øyvind Eriksen, all non-employee directors who have not served as company officers or employees. The committee will oversee executive and director compensation, benefit and equity incentive plans, compensation strategy, executive succession planning and clawback policies.
• Nominating and corporate governance: Sheryl Sandberg (chair), Rael Nurick and Nick Clegg. Its responsibilities will include board nominations and composition, governance policies, director orientation and evaluations, executive succession planning, code-of-conduct compliance and certain conflicts of interest, and communications with non-management directors.

The board intends to adopt a code of business conduct and ethics for directors, officers and employees, including principal financial and accounting officers, and to disclose relevant amendments or waivers on the company’s website or in Exchange Act filings. The filing reports no family relationships among directors and executive officers.

Indemnification

Nscale’s articles of association permit, subject to limitations, indemnification of directors for certain losses and liabilities. The company has indemnification agreements with certain directors, intends to extend them to all directors, and provides directors’ and officers’ liability insurance. The filing notes the SEC’s position that indemnification for Securities Act liabilities is against public policy and unenforceable.

Executive compensation

2025 option and share-award amounts below are ASC 718 grant-date fair values, not cash paid or value realized. Bonuses were discretionary and based on individual and company milestones; compensation was paid in local currencies and converted to U.S. dollars using disclosed fixed exchange rates.

Payne’s August 2025 options covered 7,405,020 ordinary shares: half vest over three years and half depend on company valuation milestones of $5B, $10B and $20B, subject to continued service. He early-exercised 3,208,880 shares in September 2026; those shares remain subject to vesting and repurchase at cost. The company expects the options to be substantially vested by year-end 2026.

On July 31, 2026, Payne received performance-based RSUs covering 19,100,930 shares, approximately 2.50% of shares outstanding on the grant date, with an estimated $350M grant-date fair value. That estimate assumes probable achievement of operating metrics and uses Monte Carlo valuation for the market-based portion. Combined with his options, the awards cover approximately 3.47% of outstanding shares on the grant date. The award is intended to retain and align him through 2032; it is subject to offering completion, continued service and performance conditions: 40% share-price targets, 40% megawatts deployed under key commercial agreements, and 20% other operational targets. Up to 20% may become eligible to vest in each of years two through six, beginning September 30, 2028.

Other 2025 option grants included 69,420 shares for Gahan in January and 558,240 in August; 1,763,400 for Huisman in January; and 12,590,280 for Yin in August. Yin’s grant was 75% vested at commencement, with the balance vesting after three years; vesting continues after termination other than for cause. At December 31, 2025, Payne held 617,220 exercisable, 3,085,320 unexercisable time-based, and 3,702,480 unearned market-based options at a $0.000167 exercise price. Yin held 9,442,740 exercisable and 3,147,540 unexercisable options at $6.31. Huisman held 1,322,580 unexercisable options at exercise prices of $2.38 and $0.000167; Gahan held 226,560 exercisable and 540,480 unexercisable options at $1.18 and $2.38. Most awards vest in semiannual installments and are subject to service requirements.

Director compensation

Sachs’s salary and bonus were for employee service, not board service. At year-end, unvested share awards were 263,000 for Bellotti, 189,360 for Kupferberg, and 315,600 each for Leschly and Nurick; Sachs held 547,140 options. Some director awards accelerate on liquidity events, including the offering; Nurick waived that provision in connection with the offering.

The offering-related director policy provides non-employee directors annual cash retainers of $60,000 plus role-based retainers and annual RSUs with $260,000 grant-date fair value. Initial RSUs are valued at $520,000. Annual awards vest after one year and initial awards over three years; both accelerate immediately before a change in control, subject to the policy’s terms. Separate 2026 restricted-share grants included 917,460 shares each for Nicholas Clegg and Øyvind Eriksen, 1,911,420 for Sheryl Sandberg and 1,146,840 for Susan Decker. In September 2026, Fidji Simo, Frank Slootman and Amy Banse each received 471,696 shares, vesting in four annual installments. These grants generally have continued-service conditions and change-of-control acceleration.

Equity plans, dilution and employment terms

The amended 2026 Incentive Award Plan, adopted in connection with the offering, initially reserves 19,100,930 ordinary shares plus 12% of fully diluted shares outstanding immediately after the offering. From 2027 through 2036, the annual increase is the lesser of 5% of prior year-end ordinary shares or a lower amount set by the board. It permits options, SARs, restricted shares, RSUs and other share- or cash-based awards. Exercise prices generally cannot be below grant-date fair value, and award terms are generally capped at ten years. The board may reprice options or SARs, or cancel them for cash or replacement awards, without shareholder approval. Awards may vest on a change of control if not assumed or replaced; assumed awards can vest following specified qualifying terminations within 12 months. The plan is subject to the company’s clawback policy and ends no later than its tenth anniversary.

The 2025 ESOP generally forfeits unvested options on termination, with treatment varying by award and circumstances. Unless the board decides otherwise, a change-of-control trigger—including a listing—accelerates options, though the company may cash out, replace or continue them.

The offering-related ESPP initially reserves shares equal to 1% of fully diluted shares outstanding after closing, with annual increases from 2027 through 2036 of up to 1% of prior year-end ordinary shares. Employees may contribute up to 15% of eligible compensation; the default purchase price is 85% of the lower of fair value at the start of the offering period or on the purchase date. Default limits include 10,000 shares per participant per offering period and $25,000 of shares per calendar year.

Yin’s agreement provides 12 months of base-salary continuation and continued equity vesting after termination other than for cause. Payne and Yin may receive up to three months’ salary in lieu of notice; certain Huisman awards vest during a company-initiated notice period if termination is not for cause. Payne and Yin have 12-month post-employment non-compete and non-solicitation covenants; Huisman’s are six months. The filing highlights reliance on Payne’s leadership. The large CEO award and expanding equity plans create meaningful potential dilution, linking compensation to share-price appreciation and operating execution.

Principal shareholders

The filing presents beneficial ownership before and after the offering, including a base case with no exercise of the underwriters’ option and a separate full-exercise scenario. The ownership table’s share counts, percentages, denominators, offering price and measurement date are blank, so ownership levels and changes—and the resulting concentration or dilution—cannot be quantified from this section.

Pre-offering ownership is pro forma for a series of transactions and capital-structure changes: the reorganization; warrant exercise and preferred-share conversion; reclassification of the A, B, C and non-voting C share classes into one-vote ordinary shares; shares issued to Aker in the Midco collapse; automatic conversion of convertible loan notes; shares issued in the Anyscale Acquisition; and Non-Voting Shares issued in the NVIDIA Sale. In the post-offering base case, the ownership denominator excludes an aggregate number of Non-Voting Shares to be held by NVIDIA after the offering, including shares issued in the NVIDIA Sale.

The listed 5%+ shareholders are Aker DC Holding AS, Sandton Capital Partners, LP and Paladin Capital Limited. The table also covers named executive officers and directors and all 15 executive officers and directors as a group, but their ownership figures are not available in the excerpt.

Ownership attribution reflects different control arrangements. Aker DC Holding is wholly owned by Aker Capital and ultimately majority-owned through Aker ASA and TRG entities; Aker ASA’s board makes voting and disposition decisions by majority vote. Sandton-related shares are held through multiple funds and entities, with voting and investment power exercised by Sandton fund advisers and managing members, including director Rael Nurick. Paladin is held by entities acting as co-trustees of the JP 2023 Trust. CEO Joshua Payne is the trust’s settlor and a discretionary beneficiary, but has no fixed entitlement and no voting or dispositive power over those shares.

Beneficial ownership is calculated under SEC rules: it includes shares acquirable within 60 days through exercise or vesting, which count toward the holder’s ownership percentage but generally not other holders’ percentages. Related-party transactions involving principal shareholders are cross-referenced to a separate section.

The offering is accompanied by multiple pre-closing restructurings, security conversions and issuances, including the Anyscale Acquisition and NVIDIA Sale. This section does not provide their financial terms or quantify their effects on ownership or control.

Related-party financing and transactions

Equity and convertible financing

Major strategic and commercial relationships

• NVIDIA: In July 2025, the company entered a cloud-services agreement for reserved GPU cluster capacity in Iceland, the UK and Norway, with an aggregate value of $1.2B and initial service terms of 12–48 months. For a Ward County, Texas facility lease, NVIDIA received warrants for up to 9.4767M Series B preferred shares, valued at $60M using the Series B price and exercisable at $0.01 per share; NVIDIA also guaranteed up to $860.340M of lease obligations. Additional warrants may be exercisable if the company defaults on a lease guaranteed by NVIDIA. On September 15, 2026, NVIDIA subscribed for $1.0B of convertible loan notes; a further $1.0B of unsecured convertible notes or Non-Voting Shares is expected in the NVIDIA Sale, anticipated to close around November 16, 2026. The notes automatically convert upon completion of the offering. These arrangements create significant financing, commercial and lease-guarantee ties to NVIDIA, which became a holder of more than 5% of the company’s share capital.
• Aker: The company and Aker formed a 50/50 joint venture in 2025 for Stargate Norway and potentially other powered sites. In March 2026, the joint venture entities were rolled into the group: the group issued Aker a $1.868609B loan note and paid $100,331.50 for Aker’s interests. Aker also contributed loan notes to Midco and transferred $104,880.88 cash for 1.484256M Midco M shares and 60.1989M Series B AIV shares; separately subscribed $349.972M for 286,058 Midco M shares; and exercised warrants for 31.44222M Series B AIV shares, 887,400 Series C AIV shares and 14,790 Midco M shares.
• Arkon and related acquisitions: In June 2024, the company acquired Nscale Holdings B.V. and subsidiaries from Arkon Energy in exchange for 168.94044M company shares. A related-party loan agreement permitted Arkon borrowings up to $10M, without a fixed maturity; 2024 interest expense was $0.1M, and principal outstanding at year-end was $15.3M. That principal was subsequently exchanged for 6.44742M ordinary shares. The company also acquired Ables Springs for $1.1M, Union Valley for $2.8M, and exercised an option to purchase Union Valley land for $2.9M. In May 2026, Arkon shareholders exchanged Arkon shares for company A ordinary shares at 63.3268421 company shares per Arkon share. Approximately 3.01% of shares issuable to each shareholder were placed in escrow for indemnity claims. Arkon separately undertook to pay known liabilities, including UK stamp duty calculated at 0.5% of securities’ market value and approximately $5M of adviser and escrow-agent fees.
• Sandton: Four term-loan tranches totaled $76.6M and were repaid in full from Series B proceeds in October 2025. Sandton exercised Nscale AS warrants for 99,000 shares in April 2026 and then exercised a put option; in May 2026, the company issued Sandton affiliates 16.70838M ordinary shares in exchange for those Nscale AS shares. Sandton also received 5.28264M company warrants in 2025 and exercised a $10M Series A note greenshoe in July 2025.

Governance and related-party arrangements

The Existing Shareholders’ Agreement gives certain shareholders—including directors and executive officers, their affiliates, and holders of more than 5% of a share class—information, preemptive and registration rights, including demand and piggyback rights. It terminates upon completion of the offering; the company and certain shareholders intend to enter into a new Relationship Agreement and Registration Rights Agreement, with terms to be described in a subsequent filing. Other equity issuances included 599,520 shares to minority investors in March 2025 and restricted shares in lieu of cash compensation to certain former directors and an affiliated entity.

The company has indemnification agreements with certain directors and intends to extend them to all directors; its articles authorize indemnification to the fullest extent permitted by law. It intends to adopt a written related-person transaction policy effective when the registration statement becomes effective. The policy covers transactions involving a related person with a direct or indirect material interest when the aggregate amount exceeds $120,000; the audit committee will review and approve or reject covered transactions. The transactions described above occurred before adoption of the policy and were not subject to its procedures.

Stargate UK, announced in 2025 with NVIDIA, Microsoft and OpenAI to support UK AI infrastructure and sovereign workloads, was affected by OpenAI’s withdrawal in April 2026.

Material indebtedness

Nscale’s facilities fund GPU servers, data-center infrastructure, and customer deployments. They expand financing capacity but create substantial secured obligations, floating-rate exposure, restrictive covenants, and repayment schedules tied to project completion and customer payments.

Facilities and key terms

The North Carolina and Ward County GPU facilities received investment-grade ratings with stable outlooks. Their proceeds may fund or reimburse GPU servers and infrastructure, repay specified vendor financing, fund collateral accounts, and pay costs. Both are secured by first-priority interests in substantially all assets of the borrower and affiliate guarantor, with guarantees and limited parent guarantees. They require a historical debt-service coverage ratio (DSCR) and restrict additional debt, liens, investments, distributions, asset dispositions, affiliate transactions, and changes to specified project contracts.

Kvandal proceeds are restricted to project costs for the term loan and VAT obligations for the revolving facility. Its covenants include minimum historical DSCR of 1.05:1.00 and limits on historical net leverage relative to the base-case forecast, subject to equity cure rights. Macquarie Iceland proceeds fund transaction costs and part of the purchase price of certain GPU assets; the facility has transaction security, guarantees, and financial and restrictive covenants.

The GPU Financing Facility funds GPU infrastructure capital expenditure and related costs. It is guaranteed and secured by first-priority interests in substantially all assets of the borrower and subsidiary guarantors. Covenants include DSCR requirements and mandatory prepayments tied to asset dispositions, casualty events, customer-contract terminations, concentration-limit breaches, cash traps, and changes of control. The Revolving Credit Facility is secured by first-priority interests in substantially all personal property of the borrower and guarantors.

Other equipment and project financing

As of September 4, 2026, 40 Dell equipment-lease payment schedules had been fully executed, with aggregate initial-term rent of approximately $2.54B, including $34.8M of financing charges. Initial terms are generally three or four months, with customer options to extend for one or two months. Customer entities’ equipment and related proceeds secure the obligations, which Nscale Global Holdings guarantees.

The Macquarie Senior Facility included warrants valued at $6.3M, converted into Series B preferred shares at the Series B financing.

Credit considerations

Debt is predominantly secured by project and equipment assets, and multiple facilities carry floating-rate exposure. Contractual return multipliers can increase repayment costs beyond stated principal and interest. Repayment capacity is linked to customer contracts, project completion, and deployment schedules; Dell’s short initial lease terms also create a near-term repayment or refinancing consideration.

Share capital and listing

Nscale Limited was incorporated in England and Wales in December 2025 as DSNS Holdings Limited. A reorganization completed on May 4–5, 2026 made it the ultimate holding company of Arkon Energy and the indirect parent of Nscale Global Holdings Limited. It re-registered as a public limited company on October 9, 2026, becoming Nscale plc. The company has applied to list its ordinary shares on the NYSE under ticker NSCL. Further share-capital reorganization is planned before the offering, and the new articles will take effect only when the offering and NYSE listing are completed.

After the offering, the capital structure is expected to include voting ordinary shares, non-voting ordinary shares and 50,000 redeemable preference shares (“GBP Shares”), each with a £1.00 nominal value. The GBP Shares were created to meet sterling share-capital requirements for public-company re-registration and have no voting, dividend or liquidation-return rights. The number of ordinary and non-voting shares is not stated in the summaries.

Ordinary shares generally carry one vote per share and rights to dividends declared on the board’s recommendation. Non-voting shares carry dividend rights but no right to vote, receive meeting notices, attend or speak at general meetings. NVIDIA is expected to be the sole holder of non-voting shares at offering completion. Each non-voting share may convert into one voting ordinary share after five business days’ notice, subject to required regulatory clearance (including HSR clearance), or after a transfer to a non-affiliate following the required notice. Before the offering, certain deferred shares will be redeemed and cancelled and other share classes reorganized into ordinary and non-voting shares; the GBP Shares and existing non-voting shares are excluded from that reorganization.

Shareholder rights and governance

The board may have between 2 and 15 directors and is divided into three classes, with directors generally serving staggered three-year terms. Shareholders may remove directors by ordinary resolution, subject to applicable procedures, but appointments or reappointments at general meetings require prior board recommendation. The classified board may constrain how quickly shareholders can change board composition. The articles also allow directors, after disclosure and required board authorization, to have interests in transactions or situations that may conflict with the company’s interests.

Variation of class rights generally requires consent from holders of three-quarters in nominal value of the affected class or a separate class special resolution. The board may refuse certain transfers of certificated shares, including transfers to more than four transferees. The company may require shareholders to disclose interests in shares; failure to comply with a Companies Act section 793 demand within 14 days can result in restrictions on voting, dividends or transfers. Holders of at least 5% of voting paid-up capital may require a general meeting, although requisitions, proposals and director nominations are subject to procedural and disclosure requirements. Proxy solicitations supporting non-company director nominees must comply with SEC Rule 14a-19, including solicitation of holders representing at least 67% of voting power entitled to vote in director elections.

Shareholders can authorize the board to allot shares or grant subscription or conversion rights for periods of up to five years. Cash issues generally carry pre-emption rights, but shareholders may disapply them by special resolution supported by at least 75% of ordinary shares present and voting, for up to five years; continued authority requires renewal. The board may issue shares with rights and restrictions set by shareholder ordinary resolution or, absent that, by the board.

Dividends and other distributions require sufficient distributable reserves at the company and each English-incorporated subsidiary. A public company must also maintain net assets at or above its called-up share capital plus undistributable reserves, before and after a distribution. Shareholders authorized the board to pursue a post-offering capital reduction, potentially cancelling share premium or merger reserves to create distributable profits. A reduction would require court approval, which is not assured, and would not alter shareholders’ relative interests.

Repurchases require fully paid shares, prior shareholder approval and funding from distributable profits or a fresh share issue; authorizations may last no more than five years. Purchases on the NYSE, treated as an overseas rather than recognized investment exchange, must follow off-market purchase rules. U.K. stamp duty and potentially SDRT of 0.5% of consideration may apply. After a takeover offer, an offeror reaching both 90% in value and 90% of voting rights in the shares covered by the offer may compulsorily acquire the remaining shares, and eligible minority holders may require a buyout.

English-law framework and Delaware comparison

The articles and English law govern matters including meetings, share issuance and director duties. In England and Wales, a general meeting generally requires two shareholders, subject to the articles; the quorum cannot be below one-third of voting shares. Ordinary resolutions generally require a simple majority and special resolutions at least 75% of votes cast. English schemes of arrangement require approval by a majority in number representing 75% in value of each relevant class present and voting, as well as court sanction. English law permits derivative claims and claims for unfairly prejudicial conduct.

Compared with Delaware, qualifying English cash allotments generally carry statutory pre-emption rights and directors generally need shareholder authority to allot shares; Delaware has no default pre-emption rights and its board generally authorizes stock issuance and sets consideration. Delaware’s default shareholder-meeting quorum is a majority of voting shares, versus the English framework described above. English directors’ statutory duties expressly address long-term consequences, employees, business relationships, community and environmental impacts, and conflicts. English law generally restricts exemptions or indemnities for specified director breaches, subject to permitted exceptions; Delaware permits some charter-based limits on monetary liability, with exceptions for specified misconduct. Both jurisdictions permit derivative claims, while English law also provides an unfair-prejudice remedy. U.K. law generally imposes no exchange-control restrictions on non-residents holding or voting shares.

Ordinary shares eligible for future sale

No public market existed for NSCL’s ordinary shares before the offering. The filing cautions that an initially limited supply of tradable shares could be followed by substantial sales as contractual lock-ups and legal resale restrictions lapse. That increase in supply could pressure the share price and make future equity fundraising more difficult.

IPO shares are generally freely tradable, except for shares held by affiliates, which remain subject to lock-ups or Rule 144. Other shares are restricted securities unless registered or sold under an exemption. NSCL, its officers and directors, and holders of substantially all ordinary shares agreed to a generally 180-day lock-up. Exceptions and early-release provisions apply; early release requires consent from at least two underwriter representatives. When lock-ups expire, substantially all locked-up shares may become eligible for sale, subject to applicable resale rules.

Other resale routes could add shares to the market before or after lock-up expiration:

• Under Rule 144, eligible non-affiliates may generally resell restricted shares after six months if the reporting-company conditions are met. Affiliates are subject to additional conditions and a three-month volume limit: the greater of 1% of outstanding shares or average weekly trading volume during the preceding four weeks.
• Rule 701 may allow certain compensatory-plan securities to be resold 90 days after the offering’s effective date, subject to lock-ups and applicable affiliate restrictions.
• Certain offshore sales may qualify for Regulation S.

NSCL intends to grant registration rights to certain existing shareholders, which could permit registered resales once registration statements become effective. It also expects to file Form S-8 registration statements covering shares issued or reserved under its share plans, enabling certain non-affiliates to resell registered shares, subject to applicable lock-ups. These registrations, together with the post-lock-up release of a large portion of shares, are additional potential sources of market supply.

UK tax considerations

The discussion reflects UK law and HMRC practice as of the prospectus date; either may change, potentially with retrospective effect. It covers only specified categories of UK-resident investors and excludes, among others, holders controlling 10% or more of Nscale plc and certain financial, employment-related, trading, or tax-exempt holders. Investors outside the stated scope, or uncertain how the rules apply to them, should obtain tailored tax advice.

Dividends

Nscale plc will not withhold UK tax at source. For UK-resident individuals in the 2026/27 tax year, the first £500 of taxable dividend income is taxed at 0%, but still counts when determining the applicable tax band. Dividend income above that allowance is taxed at 10.75% for basic-rate taxpayers, 35.75% for higher-rate taxpayers, and 39.35% for additional-rate taxpayers. UK corporate holders are generally expected to qualify for a dividend exemption, subject to conditions; otherwise, dividends are taxed at the holder’s applicable corporation-tax rate (the main rate is currently 25%).

Disposals of shares

For 2026/27, UK-resident individuals’ capital gains are generally taxed at 18% for basic-rate taxpayers and 24% for higher- and additional-rate taxpayers. Corporate gains are generally taxed at the holder’s applicable corporation-tax rate.

Non-UK residents are generally not liable for UK tax on share disposals, subject to exceptions including disposals connected with a UK trade or permanent establishment and the UK-land exception, which can apply if at least 75% of the company’s gross value derives from UK land. Nscale plc is not expected to meet the UK-land condition. Former UK residents who return to the UK within five years may be subject to UK tax on gains realized while nonresident.

Stamp duty and SDRT

New issues of shares are not subject to UK stamp duty or stamp duty reserve tax (SDRT). Transfers of certificated shares generally attract stamp duty or SDRT at 0.5%; a stamp-duty exemption applies to qualifying transfers for consideration of £1,000 or less. Transfers into depositary-receipt or clearance systems can generally attract a 1.5% charge. Legislation effective from January 1, 2024 provides exemptions for qualifying capital raisings and first listings, although later transfers of certificated shares into such systems may not qualify.

The UK government has confirmed plans to introduce a single Securities Transfer Tax (STT) from late 2027 to replace stamp duty and SDRT; draft legislation was under consultation.

UK retail offering structure

UK retail investors will receive CREST depositary interests representing newly issued ordinary shares. The shares will be listed only on the NYSE, not the London Stock Exchange, and legal title will remain in DTC. In September 2026, HMRC confirmed that creating, transferring, cancelling, or unwinding the CREST depositary interests would not itself give rise to stamp duty or SDRT, subject to potential charges on specified transfers into a clearance or depositary-receipt system, or withdrawals from DTC.

Material U.S. Federal Income Tax Considerations

This is a general summary for U.S. holders of ordinary shares held as capital assets, not individualized tax advice. It does not cover special-holder situations or other taxes. The discussion is based on laws and guidance that may change, possibly retroactively. The company will not seek an IRS ruling, and the IRS could disagree with its analysis.

Dividends and dispositions

Distributions generally are treated as ordinary foreign-source dividend income to the extent of the company’s current or accumulated earnings and profits as determined under U.S. tax principles. If the company does not calculate earnings and profits on that basis, holders generally should expect distributions to be treated as dividends rather than returns of capital or capital gains. Eligible noncorporate holders may qualify for reduced rates on qualified dividends, subject to applicable requirements, including that the company is not a PFIC. Foreign withholding taxes may be creditable or deductible, subject to limitations. If the company becomes a U.S.-owned foreign corporation and at least 10% of its earnings and profits are U.S.-source, some dividends could be treated as U.S.-source, potentially limiting foreign tax credits.

On a taxable sale or other disposition, holders generally recognize capital gain or loss equal to proceeds less tax basis; individuals may qualify for lower long-term capital-gain rates if they have held the shares for more than one year. Foreign-currency distributions or proceeds may also generate ordinary foreign-currency gain or loss, generally sourced in the United States.

PFIC risk

The company does not expect to be a passive foreign investment company (PFIC) in the current taxable year, based on anticipated market capitalization, income and asset mix, expected IPO proceeds, and expected use of those proceeds. This expectation is uncertain: PFIC status is determined annually, depends partly on the amount raised and how quickly cash is deployed, and may be affected by share-price fluctuations that change asset valuations. The IRS could reach a different conclusion.

A corporation generally meets the PFIC tests if at least 75% of its gross income is passive, or at least 50% of the average value of its assets is attributable to assets producing, or held to produce, passive income. Cash generally is passive; goodwill and unbooked intangibles are also considered in applying the tests.

PFIC treatment can result in adverse tax consequences. Gains and “excess distributions”—generally distributions exceeding 125% of the average distributions over the preceding three years, or the holder’s shorter holding period—may be allocated across the holder’s ownership period, taxed in part at the highest applicable rates, and subject to an interest charge. A holder’s PFIC exposure may continue even after the company ceases to be a PFIC unless the holder makes a deemed-sale election. Lower-tier non-U.S. entities may create additional PFIC exposure.

A qualified electing fund (QEF) election generally will not be available because the company does not intend to provide the required annual PFIC information. A mark-to-market election may be available if the NYSE-listed shares qualify as regularly traded marketable stock, but regular trading is not assured; the election generally does not eliminate exposure to lower-tier PFICs. A timely election may require recognition of mark-to-market gain in the year it takes effect, and PFIC rules generally will not apply in later years while a valid election remains in effect. The availability and consequences of elections depend on each holder’s circumstances. U.S. holders who own shares during a year in which the company is a PFIC generally must file IRS Form 8621 annually.

Other U.S. reporting and withholding

Dividends and proceeds from sales or other taxable dispositions may be subject to IRS information reporting and, for non-exempt holders, backup withholding. Providing a correct taxpayer identification number and required certifications generally can avoid backup withholding; amounts withheld are creditable or refundable, not an additional tax.

Certain U.S. holders may also have foreign-financial-asset reporting obligations if their aggregate asset values exceed applicable thresholds. The ordinary shares generally are expected to be reportable unless held in an account at certain financial institutions.

Underwriting and offering terms

The IPO syndicate is led by Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC. The underwriters are committed to purchase the shares offered, subject to the underwriting agreement’s terms; they have a 30-day option to purchase additional ordinary shares from the company to cover overallotments, allocated approximately in proportion to their base commitments. The shares will initially be offered at the IPO price stated elsewhere in the prospectus, although the representatives may later change the offering price and selling terms. The price was negotiated, and the shares had no prior public market.

The company applied to list its ordinary shares on the NYSE under ticker NSCL. A UK public offering is also contemplated, but the company does not currently intend to list its shares on a UK exchange. Non-U.S. underwriters without U.S. broker-dealer registration must make U.S. sales through registered affiliates.

Lock-up and potential share supply

The company, its officers and directors, and holders of substantially all ordinary shares generally agreed to a 180-day lock-up. Subject to exceptions, they may not sell, pledge, hedge, transfer economic ownership of, or register covered securities without consent from at least two of the three lead representatives.

For directors, executive officers, and substantially all security holders, if at least 120 days have elapsed and the scheduled lock-up expiration falls during a company trading blackout, the lock-up may end before the blackout, subject to notice and public-announcement requirements. Non-executive employees may begin selling on the first NYSE trading day, up to 10% of vested and eligible options’ underlying shares, subject to insider-trading policies and securities laws.

Exceptions include certain estate-planning and affiliate transfers, equity-award exercises or settlements and related tax sales, specified financing pledges, qualifying trading-plan transfers after the lock-up period (unless restrictions no longer apply), and transfers in a board-approved bona fide third-party change-of-control transaction. A change of control generally requires a person or affiliated group to acquire at least a majority of voting securities; if the transaction does not close, the shares remain locked up. These provisions can make some shares transferable before the general lock-up expiration.

Market activities, conflicts, and selling restrictions

Underwriters may conduct short sales, stabilization, short covering, and penalty bids. Such activity may support or raise the market price above the level that might otherwise prevail, but the underwriters are not required to undertake it and may stop at any time; naked short positions must be covered in the open market.

The underwriters and their affiliates have significant financing, advisory, placement, and lending relationships with the company. Goldman Sachs acted as placement agent for the 2025 Series B financing and 2026 Convertible Loan Notes; Goldman Sachs and J.P. Morgan were placement agents for the 2026 Series C financing. Affiliates of multiple underwriters also have roles in GPU financing facilities, the Revolving Credit Facility, and financing for Kvandal South, Ward County, North Carolina, and SINES data centers. Morgan Stanley and Goldman Sachs affiliates advised on the Monarch Compute Campus and Anyscale acquisitions. They received customary fees and commissions and may provide further services.

Underwriters and affiliates may also trade or hold the company’s securities, loans, derivatives, or related instruments for themselves or clients, including long or short positions, and may publish independent research or recommendations. These activities may create conflicts with investors’ interests. Sales in the EEA, UK, Canada, Hong Kong, Singapore, Japan, and Brazil are subject to jurisdiction-specific restrictions, including eligibility, exemption, and resale requirements.

Latham & Watkins LLP will advise NSCL on the validity of its ordinary shares and certain matters of English and Welsh law and U.S. federal law. Milbank LLP will advise the underwriters on certain U.S. federal law matters.

Auditor independence

KPMG LLP’s audit report on Nscale Limited’s consolidated financial statements for FY2025 and FY2024 is incorporated by reference. KPMG disclosed that another KPMG network firm maintained an off-the-shelf third-party software-licensing relationship from March 27 through July 7, 2026, with an upstream non-controlling affiliate of Nscale after it became an affiliate. KPMG determined that the relationship was prohibited under SEC auditor-independence rules for both FY2025 and FY2026.

The relationship did not involve Nscale or its subsidiaries, was unrelated to Nscale’s operations and financial reporting, and involved no members of Nscale’s audit engagement team. It was permissible under applicable local independence requirements and the IESBA Code, and has been terminated. KPMG represented that it maintained and would maintain objectivity and impartiality in the FY2025 and FY2026 audits; the Audit Committee concurred that the relationship did not and would not impair those audits. The disclosure does not report an auditor change or an adverse audit conclusion.

Enforcement of Civil Liabilities

NSCL is incorporated in England and Wales, while certain directors and officers and most assets of its non-U.S. subsidiaries are located outside the United States. As a result, investors may have greater difficulty serving process in the United States or enforcing U.S. judgments against the company or those individuals.

The United States and England and Wales have no treaty providing for reciprocal recognition and enforcement of civil and commercial judgments. Accordingly, a U.S. money judgment is not automatically enforceable in England and Wales, and investors generally would need to bring fresh proceedings there. Enforcement would depend on English-law requirements, including whether the U.S. court had jurisdiction under English conflict-of-laws rules and whether the judgment is final and for a definite sum. Enforcement may also be refused on grounds including public policy, fraud, procedural unfairness, or because the judgment is penal or fiscal. Whether damages under U.S. securities laws would be enforceable—including whether they would be considered a penalty—is for the English court to determine.

It is uncertain whether English courts would recognize or enforce judgments based on U.S. securities-law civil-liability provisions, or permit claims in England and Wales based solely on those laws. Recovery may also be affected by insolvency proceedings, setoffs or counterclaims, and applicable limitation periods. These uncertainties create cross-border litigation and recovery risks for investors; the filing does not quantify their financial impact.

Where to Find More Information

The Form S-1 registration statement contains additional information and exhibits beyond the prospectus. Descriptions in the prospectus of agreements filed with the registration statement are qualified by reference to the relevant exhibits.

Once the registration statement becomes effective, the company will be subject to the Exchange Act’s reporting requirements and will file periodic reports, proxy statements, and other information with the SEC. The company expects to make materials it files with or furnishes to the SEC available free of charge on its website as soon as reasonably practicable. Website content is not incorporated into the prospectus.

Business transition and FY2025 results

Nscale shifted from data-center infrastructure for institutional cryptocurrency miners to high-performance cloud services for compute-intensive AI workloads, launching its cloud offering and ceasing mining-related services in 2024. It now combines data-center capacity, GPUs and software, primarily under long-term take-or-pay contracts. Depending on who directs the use of identified GPU infrastructure, contracts are accounted for as services or operating leases. Nscale has one operating and reportable segment.

Revenue grew 72.8%, but the operating loss widened as the company scaled its infrastructure and organization: SG&A increased to $97.1M from $8.4M, product and technology expense to $19.9M from $8.9M, and depreciation and amortization to $40.2M from $5.1M. Net loss included a $527.8M fair-value adjustment loss (versus $40.2M), a $39.2M loss on debt extinguishment and modification (none in 2024), and $12.9M net interest expense (versus $12.7M). Foreign exchange contributed a $22.4M gain, compared with a $5.8M loss. The cash-flow reconciliation reports a $530.5M fair-value loss add-back; fair-value changes largely reflect remeasurement of liability-classified instruments.

The CEO reviews performance using net loss for the single operating segment. Revenue was concentrated in Norway: $31.8M in FY2025 (FY2024: $19.1M); UK revenue was $1.2M (FY2024: none). The largest customer accounted for 73% of revenue, down from 93% in 2024.

Cash flow, contracted activity and investment

Operating cash flow included a $2.0362B increase in deferred revenue, principally from customer prepayments; it is therefore not simply a measure of cash generated by current-period operations. Deferred revenue reached $2.0387B at year-end ($114.7M current and $1.9240B noncurrent), from $0.9M, including $2.0301B received in advance during the year.

Remaining performance obligations under ASC 606 were $34.5B at year-end, including $4.6B related to significant financing components on upfront prepayments. Management expects about 16% to be recognized over the next two years, 40% over the subsequent two years, and the remainder over the following three. Separately, minimum customer operating-lease payments totaled $1.1845B, including $131.8M due in 2026 and $255.8M in 2027.

Infrastructure expansion was substantial: property and equipment, net, rose to $938.0M from $102.5M, including $680.3M of construction in progress (from $5.0M). Long-lived assets increased to $3.0299B from $135.1M. At year-end, Nscale also had approximately $6.2B of purchase commitments for undelivered technology equipment and $752M of data-center construction and support commitments.

Balance sheet, funding and capital

Total equity includes $284.9M of noncontrolling interests. Tangible equity, calculated as total equity less goodwill and other intangible assets, was $661.7M; on the same basis, equity attributable to company shareholders was $376.8M. Restricted cash was an additional $566.4M ($2.0M current; $564.4M noncurrent), primarily escrowed and unavailable for general use.

Operating lease liabilities included $21.0M current and $1.9635B long-term. Undiscounted future lease payments were $4.4319B, including $3.5019B thereafter, less $2.4474B of imputed interest. Lease commitments not yet commenced added $1.8B of undiscounted payments.

The company issued Series B preferred shares for approximately $1.2B in October 2025. It raised $132.4M through Pre-Series B SAFEs, which converted into 22.355M Series B shares, and issued $433.0M of Pre-Series C SAFEs, valued at $481.1M at year-end and converted into Series C shares in March 2026. Series B liquidation preferences provide priority over ordinary shares. Ordinary shares outstanding increased from 168.940M at the start of 2025 to 179.658M at year-end. The $155.0M-principal Series A notes converted into 76.267M Series B shares in October 2025; their fair value at conversion was $482.9M.

Year-end excluded potential dilution included 191.400M Series B preferred shares, 32.800M outstanding options, 21.991M Sandton warrants and put/call option, and 1.031M unvested restricted shares; a further 3.703M unvested options and 1.689M restricted shares were excluded for unmet vesting conditions. These instruments were excluded from diluted EPS as anti-dilutive. Share-based compensation expense rose to $47.9M from $0.7M; $32.5M of unrecognized compensation cost was expected to be recognized over a weighted-average three years.

Risks, transactions and subsequent developments

Fair-value liabilities were Level 3 and included $481.1M of Pre-Series C SAFEs, $195.2M of Sandton warrants and put/call option, and $104.6M of NVIDIA warrants. Their valuation depends on unobservable assumptions, creating potential earnings volatility. Sandton’s high-cost loans were repaid with Series B proceeds in October 2025; the related debt extinguishment and modification contributed to the year’s loss. The Macquarie GPU-equipment facility had a 21.48% effective interest rate. Management initially identified substantial doubt about going concern because forecast funding depended on uncommitted debt and equity financing, but concluded planned capital-expenditure reductions, deferrals or cancellations were probable and sufficient to alleviate that doubt.

Nscale’s 50/50 Aker joint venture for Norwegian data-center and GPU infrastructure was formed in 2025; Nscale acquired Aker’s interest for $1.8B in shares in March 2026. In 2025, NVIDIA guaranteed up to $860.3M of Ward County lease obligations, supported by $470.0M of restricted-cash escrow and liability-classified warrants.

Subsequent financing and expansion include a February 2026 $1.4B senior secured delayed-draw GPU facility, a revolving facility increased to $900M, and additional Norway, Iceland, Ward County and North Carolina GPU facilities. The August 2026 Ward County and North Carolina facilities provide total commitments of $1.85B and $1.20B, respectively, for future capex. Series C subscriptions agreed in 2026 totaled approximately $2.1B; Nscale also agreed in September to issue at least $3.1B of unsecured convertible notes. After year-end it contracted to deploy and operate GPU clusters for an aggregate stated amount of $62.9B, underscoring the scale of contracted opportunity as well as the substantial financing and execution required to deliver it.

H1 2026 performance

Nscale’s infrastructure buildout drove rapid revenue growth, but costs, fair-value losses and financing expense substantially increased the net loss. The company reports one operating segment; the CEO assesses its performance using net income or loss.

Other H1 items included a $1.7M debt-extinguishment and modification loss, a $24.4M net foreign-exchange gain, $7.5M net other expense and an $8.9M income-tax benefit. The effective tax rate was (0.9)%; valuation allowances remain against certain deferred tax assets.

Cash flow and balance sheet

Operating cash flow benefited from $3,811.5M of deferred-revenue growth, partly offset by a $1,505.4M increase in accounts receivable. Financing included $1,676.4M of equity proceeds and $93.8M of credit-facility proceeds. Cash, cash equivalents and restricted cash ended H1 at $2,093.1M, versus $2,067.3M at the start of the period; H1 2025 ended at $22.3M. The company also purchased $15.6M of intangible assets in H1 2026.

June net intangible assets comprised $2,041.9M of customer-related, $1,754.5M of land-related and $254.2M of other intangibles. Construction in progress rose to $4,160.0M from $680.3M, and technology equipment to $1,306.5M from $105.6M. Deferred revenue included $1,217.9M current and $5,274.7M noncurrent; advance billings and prepayments support capacity investment but create substantial service-delivery obligations.

Operating lease liabilities were $2,625.4M ($225.7M current; $2,399.7M noncurrent), versus $1,984.5M at year-end. Undiscounted lease payments were $5,165.6M, including $3,847.0M thereafter, less $2,540.2M of imputed interest. H1 fixed and variable lease costs were $155.8M and $11.3M, respectively, versus $4.2M and $0.7M.

Investment, funding and commitments

H1 acquisitions included Monarch Compute Campus, acquired for $792.6M total consideration, including $99.6M net cash and 36.779M Series C shares valued at $693.0M; it was accounted for as an asset acquisition. The company also bought the 200 MW SIN02 site in Portugal for €469.3M ($548.1M at the transaction date), with €377.8M ($430.7M at June 30) outstanding as deferred consideration. In March, it acquired Aker’s remaining 50% JV interest for $1,868.8M, primarily in shares. These transactions contributed substantial power, land, customer and procurement rights, as well as property and construction assets.

H1 property-and-equipment depreciation was $77.9M, and intangible amortization was $96.1M. Debt interest expense was $12.0M and cash interest paid was $6.4M. The Macquarie facility carried $89.2M at an effective 22.74%; the company drew its remaining $34.9M capacity in January and repaid $17.8M principal during H1. A new GPU facility provides $1.4B of secured commitments at Term SOFR plus 5.00% (with a possible 0.25% step-up) and up to $350M of incremental capacity; $58.9M was drawn and $9.2M repaid in H1. A $900M secured revolver was undrawn at June 30. Contractual debt maturities totaled $136.9M, mostly in 2026–2028.

At June 30, commitments included $1.4B for colocation leases not yet commenced, $3.5B for data-center construction and $24.0B for undelivered technology equipment. H1 remaining performance obligations under ASC 606 were $56.4B, including $7.1B attributable to the significant financing component of customer prepayments, expected to be recognized over seven years; minimum customer lease payments under ASC 842 were separately $2.0B. These multi-year customer contracts indicate substantial prospective demand, but deployment through 2028 requires significant capital and timely construction and equipment delivery. Management identified substantial doubt about going concern based initially on reliance on uncommitted financing; it concluded that deferring, reducing or cancelling capital expenditure if financing is unavailable is probable and would alleviate the doubt if needed.

Equity, valuation and subsequent events

Ordinary shares outstanding increased from 179.658M at January 1 to 247.493M at June 30. H1 share-based compensation was $113.8M versus $5.5M, with $193.9M unrecognized over a weighted-average 3.2 years. Period-end options outstanding were 48.694M (18.607M exercisable), and restricted awards outstanding were 10.406M.

Potentially dilutive securities excluded from H1 diluted EPS as anti-dilutive included 191.400M Series B preferred shares, 83.731M Series C preferred shares, 4.482M temporary-equity shares, 9.477M NVIDIA non-default warrant shares, 46.948M options and 8.717M unvested restricted shares; additional awards were excluded because conditions were unmet. H1 Level 3 liabilities fell to $236.4M from $780.9M, mainly after settlement of $466.2M of Sandton warrants/put-call option and $481.1M of Pre-Series C SAFEs. The remaining balance primarily reflected NVIDIA warrants. H1 derivative losses were $54.3M on $1,722.7M notional.

Subsequent financing and expansion plans were substantial: in September, Nscale agreed to issue $3.1B of unsecured convertible notes, including $2.0B to NVIDIA, maturing June 15, 2028 absent earlier conversion or repurchase. August GPU facilities included $1.85B for Ward County, Texas, and $1.2B for North Carolina. The company also agreed to acquire Anyscale for $1.65B in equity, subject to conditions, and entered subsequent GPU-cluster customer contracts totaling $52.5B with approximately $3.0B of related purchase commitments.