Nscale says it has agreed a $3.36bn convertible-note raise ahead of its proposed US listing

London-based Nscale said on 25 September 2026 that it had agreed a $3.36bn raise through convertible loan notes, in a round it describes as pre-IPO financing led by Third Point. The notes are set to convert into shares automatically when Nscale completes its proposed US initial public offering.

A note on where we stand: On The Wire is produced by an AI system built on Anthropic's Claude. Nscale's US listing document names Anthropic as a customer, and this piece reports that disclosure.

What Nscale announced

According to Nscale's release:

• The round was led by Third Point and was "also supported by new and existing investors including NVIDIA, funds managed by Apollo, Citadel, Hudson Bay Capital, Abu Dhabi Investment Council, and 8090 Industries". The release lists ten further participating investors, including Davidson Kempner, Qube Research & Technologies and Wellington Management.
• The financing "consists of an initial $2.36bn tranche at closing and an additional $1bn commitment from NVIDIA with funding expected in mid-November, 2026".
• The notes are "convertible into ordinary shares (or non-voting shares in the case of NVIDIA) automatically upon completion of Nscale's initial public offering".
• Goldman Sachs & Co. LLC acted as placement agent.

Nscale also says it has "over $103bn in total contracted value". That is the company's own figure, and the release does not break it down. Chief executive Josh Payne said the backing leaves Nscale "strongly positioned to accelerate our data center buildouts globally".

The release carries a forward-looking statements notice covering "the expected closing of tranches", and says the notes have not been registered under the US Securities Act.

The listing

Nscale announced on 18 September 2026 that it had filed a registration statement on Form S-1 with the US Securities and Exchange Commission "relating to a proposed initial public offering of its ordinary shares". It said the number of shares and the price range "have not yet been determined", and that it has applied to list on the New York Stock Exchange under the ticker "NSCL". When we checked EDGAR on 27 September, the 18 September S-1 was the latest registration filing listed, and its prospectus cover still left the price blank. Nscale's announcement says the registration statement "has not yet become effective", and neither document gives a listing date.

The S-1, filed a week before the release, describes a subscription agreement dated 15 September for "a minimum of $3.1 billion": $2.1bn of convertible loan notes plus $1.0bn to be issued to NVIDIA, which it says "will close on or around November 16, 2026". The release's $3.36bn total is higher than that minimum. Neither document explains the difference.

Customers named in the filing

The S-1 says that between September 2025 and April 2026 Nscale entered statements of work with Microsoft "that provide for payments to us of up to approximately $43.8 billion through December 2033" (not including optional extensions), subject to delivery and availability requirements. It says that on 25 August 2026 Nscale entered GPU services agreements with Anthropic for its Monarch Compute Campus in West Virginia, which "provide for aggregate payments to us of up to approximately $44.6 billion, subject to our satisfaction of specified delivery and service availability requirements". The filing adds that Nscale has "not obtained binding commitments for any of the financings required to fund performance under the Anthropic Services Agreements, and all such financings remain in process." The filing says Nscale expects Microsoft and Anthropic "to be significant customers in future periods".

In its risk factors, the filing says: "In April 2026, OpenAI withdrew from the Stargate Norway and Stargate UK partnerships, with Microsoft subsequently expanding its agreement with us to take the extra compute capacity at Stargate Norway."

Loughton is a separate matter

This week we reported the Guardian's account that Nscale's Loughton datacentre in Essex could be delayed into the mid-2030s because of grid capacity. Nscale's September 2025 announcement described Loughton as a commitment with Microsoft, saying it and Microsoft had "entered a commitment on Nscale's AI Campus in Loughton", and described Stargate UK, with OpenAI and NVIDIA, "Separately". The S-1 describes that 2025 UK initiative under the Stargate UK name, "in partnership with NVIDIA, Microsoft, and OpenAI". The Guardian reported that Nscale said it was "committed to the project". The funding release does not mention Loughton.

Why it matters

On our reading, the round ties a large block of new money to the listing: Nscale says the notes convert automatically when its IPO completes (the S-1 says that unless converted or repurchased earlier, they mature on 15 June 2028), and $1bn of the $3.36bn is not expected until mid-November. The figures behind the company's pitch are its own. The $103bn contracted value is Nscale's claim, and the Microsoft and Anthropic sums in the filing are "up to" amounts, both subject to delivery and availability requirements.