Nscale (Nscale Limited, London) rents computing power on NVIDIA graphics processors (GPUs) to AI companies. At Aug 31, 2026 it had 5 active data center sites, all in Europe, and 12 contracted sites, including its US sites, none of them active yet, per its S-1 dated Sep 18, 2026.

How does Nscale make money?

Nscale's customers sign multi-year contracts for reserved GPU capacity. Nscale's revenue in the six months to Jun 30, 2026 was $140.6 million, per its S-1. Service fees were $94.7 million, lease revenue $42.0 million and other revenue $3.9 million.

Who are Nscale's customers?

Nscale's S-1 (Sep 18, 2026) names Microsoft, Anthropic, Figure AI and NVIDIA as customers. Its largest customer, not named, provided 52% of Nscale's revenue in the six months to Jun 30, 2026.

Nscale's revenue was $33.0 million in FY2025 (year to Dec 31, 2025), up from $19.1 million in FY2024, per its S-1. It reached $140.6 million in the six months to Jun 30, 2026.

Is Nscale profitable?

No. Nscale's net loss was $761.8 million in FY2025 and $1,020.1 million in the six months to Jun 30, 2026, per its S-1. Non-cash losses from revaluing warrants and similar instruments were $527.8 million and $457.1 million of those totals.

How much contracted revenue does Nscale have?

Nscale reported remaining performance obligations (GAAP: contracted revenue not yet earned) of $56.4 billion at Jun 30, 2026, including a $7.1 billion financing component. Its own measure, total contract value, was $103.4 billion at Aug 31, 2026; the two are measured differently and are not added.

S-1 filed

IPO · Information Technology · Proposed listing on NYSE

Nscale IPO: how the business works

Nscale rents NVIDIA chip capacity to AI firms. In the six months to Jun 30, 2026, revenue was $140.6 million and the net loss $1,020.1 million.

Nscale Limited · London, United Kingdom · Founded 2024

Based on the registration statement (Form S-1) dated Sep 18, 2026.

The company has publicly filed its registration statement (Form S-1 or F-1) with the SEC. No price range is set yet.

Last updated Oct 27, 2026 · Reviewed by Cityfort Research on Oct 27, 2026

Revenue, six months to Jun 30, 2026: $140.6M
Net loss, six months to Jun 30, 2026: $1,020.1M
Remaining performance obligations (GAAP), Jun 30, 2026: $56.4B
Largest customer's share of revenue, six months to Jun 30, 2026: 52%
Proposed listing: NYSE: NSCL

For learning only. Cityfort is not a registered investment adviser or broker-dealer and does not recommend buying or selling any security. Prices shown are dated and may be out of date.

01 · The business in one line

What does Nscale do?

Nscale buys NVIDIA chips (GPUs), runs them in data centers, and rents their computing time to AI companies such as Microsoft on multi-year contracts.

Customers often pay part of a contract up front. Those prepayments, not profits, made its operating cash flow positive in 2025 and the first half of 2026.
Of every $100 that came in during the six months to Jun 30, 2026, Nscale spent $686.6, a loss of $586.6.

02 · The offer

What is the Nscale IPO?

Nscale's S-1 dated Sep 18, 2026 says only the company sells shares, so the money raised goes to Nscale; the share count and price range are not yet in the filing.

New shares sold by the company: Not yet in the filing
To list on: NYSE
Proposed ticker: NSCL
Lock-up on existing holders: 180 days

New shares: Nscale itself sells all the shares, so the money, after underwriting costs, goes to the company. No existing stockholders are listed as sellers.
The underwriters get a 30-day option to buy extra shares from Nscale. The S-1 leaves that number blank.
The number of shares, price range, money raised and share count after the offering are all blank. An amended registration statement (S-1/A) would add them.
At the IPO, preferred shares and convertible loan notes convert into shares, and NVIDIA's holdings become non-voting shares, so the share count changes.
Nscale is an English company that will become Nscale plc before the offering. It intends to apply to list on the NYSE under the ticker NSCL.

Nscale, its officers and directors, and holders of substantially all its ordinary shares agree not to sell for 180 days after the prospectus date. At least two of Goldman Sachs, J.P. Morgan and Morgan Stanley can agree to an earlier release, and the S-1 also allows an early release linked to blackout periods.

Share classes and votes

Nscale share classes after the offering, as described in the prospectus
Class	Votes per share	Held by	% of shares	% of votes	Sold in this offering	Note
Ordinary shares	1	Existing stockholders after the pre-IPO reorganization, and buyers in the offering	–	–	Yes	Par value $0.01. Before the IPO, the existing ordinary and preferred share classes are reorganized into this class or into non-voting shares, per the S-1.
Non-Voting Shares	None	NVIDIA, from its warrants, convertible loan notes and the NVIDIA Sale	–	–	No	No vote and no right to notice of, attend or speak at general meetings; dividends as declared, per the S-1.
GBP deferred shares	None	–	–	–	No	£50,000 of deferred shares with no economic or voting rights, to be redeemed, per the S-1.

Underwriters: 23 named in the S-1 (lead: Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC)
Controlled company: The S-1 does not say Nscale will be a controlled company under NYSE rules.

Lead underwriters: Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC
Transfer agent: Not named in the S-1 dated Sep 18, 2026

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

03 · Where the new money goes

What will Nscale do with the money it raises?

Nscale says in its S-1 (Sep 18, 2026) that the money is for general corporate purposes. These include data center projects, technology development, working capital and operating expenses.

General corporate purposes, including data center projects and deployments, technology development, working capital and operating expensesNo amount is in the filing yet. The S-1 says management will have broad discretion over the money.Amount not fixed
Possibly buying or investing in products, services or technologiesThe S-1 says a portion may be used this way; it gives no amount.Amount not fixed

The S-1 gives no amounts and says management will have broad discretion. It may also use part of the money to buy or invest in products, services or technologies.

Only the shares the company sells raise money for it; money from shares sold by existing stockholders goes to them.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

04 · What it sells

What does Nscale sell?

Nscale rents out computing power for AI. It buys NVIDIA GPUs, the chips used to train and run AI models. It houses and powers them, and reserves them for a customer for years.

Reserved GPU cloud capacity
Clusters of NVIDIA GPUs set aside for one customer for a fixed term; Microsoft's GPU terms are 5 to 6 years. In the six months to Jun 30, 2026 this brought $94.7 million of service fees and $42.0 million of lease revenue.
Data center sites
5 active and 12 contracted sites at Aug 31, 2026, in Norway, Portugal, Iceland, the UK, the US and Indonesia. 7 are owned, 1 leased and 9 colocation (space rented in another operator's building).
Monarch Compute Campus (planned)
About 2,250 acres in Mason County, West Virginia, bought through the AIPCorp deal on Mar 31, 2026. The company says its first 2 GW of gross power is expected online in the first half of 2028.
Anyscale (agreed, not yet closed)
Nscale agreed on Jul 28, 2026 to buy Anyscale, the company behind the Ray software, paying in shares. The deal closes only if the IPO happens, per the S-1.

Think of it like this

Like an equipment-rental firm: it buys costly machines, keeps them powered and cooled, and rents their time to AI companies on long contracts.

What it does

Does: Buys NVIDIA GPUs and runs them in its own, leased and colocated data centers
Does: Reserves GPU capacity for customers on multi-year contracts
Does: Builds large owned sites, such as the planned Monarch campus in West Virginia

What it does not do

Does not: Make chips: it relies on NVIDIA, which the S-1 calls the primary manufacturer of its GPUs, bought through three main suppliers
Does not: Host crypto-mining machines any more: that business ended in December 2024

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

05 · Who pays it

Who pays Nscale?

Microsoft
Not disclosed
Statements of work signed from September 2025 to April 2026. Payments are up to about $43.8 billion through December 2033, subject to delivery, per the S-1. Either party may end them for cause.
Anthropic
Not disclosed
Four agreements signed Aug 25, 2026 for GPU capacity at the Monarch campus, worth up to about $44.6 billion. Nscale had not secured binding financing for them at the S-1 date.
NVIDIA
Not disclosed
A July 2025 agreement for reserved GPU capacity in Iceland, the UK and Norway. It is worth $1.2 billion in total, over 12 to 48 months.
Figure AI
Not disclosed
A multi-year agreement signed Aug 24, 2026 for potentially up to 100,000 NVIDIA Vera Rubin GPUs from the second half of 2027. Nscale is also making an investment in Figure; the amount is not stated.
Largest 2025 customer (not named)
Not disclosed
Provided 73% of FY2025 revenue. The company says in its S-1 that it expects this customer to be less than about 20% of FY2026 revenue.
Crypto-mining customer (2024, ended)
Not disclosed
Pega Nordic rented space for crypto-mining machines in Norway and provided 93% of FY2024 revenue. That business ended in December 2024.

Customer concentration

The largest customer provided 52% of revenue in the six months to Jun 30, 2026, 73% in FY2025 and 93% in FY2024. The S-1 does not give top-5 or top-10 shares.

Largest customer: 52%

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

06 · How the money flows · Six months to Jun 30, 2026

How does money flow through Nscale?

Money in

Revenue (GPU cloud service fees and leases)$141M
Foreign-exchange gain and tax credit$33.3M

The company

Nscale

$174M came in

Money out

Cost of revenue: site rent, power and more (excl. depreciation)$190M
Product and technology$51.3M
Sales, general and administrative$218M
Depreciation and amortization$174M
Losses on revaluing warrants and similar instruments (non-cash)$457M
Interest, mostly a non-cash charge on customer prepayments$95.1M
Debt refinancing loss and other expenses$9.2M
Net loss−$1.0B

Customers used $140.6 million of GPU capacity in the six months to Jun 30, 2026. A foreign-exchange gain and a tax credit added $33.3 million.
Running the sites (rent, power and other costs) took $189.6 million, more than revenue, before any wear and tear.
Product, sales and overhead costs were $269.0 million, and depreciation and amortization $174.0 million. Stock-based pay was $113.8 million of the period's costs.
Revaluing warrants and similar instruments cost $457.1 million, and interest $95.1 million, both mostly non-cash.
Costs were $1,020.1 million more than the money that came in. That is the net loss.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

07 · Where the money goes · Six months to Jun 30, 2026

Where does $100 of Nscale's money go?

Of every $100 that came in (revenue plus other income), this is where it went.

Nscale · Six months to Jun 30, 2026

Receipt for every $100

Where $100 of Nscale's money went in Six months to Jun 30, 2026
Cost of revenue (excl. depreciation)	$109.0
Product and technology	$29.5
Sales, general and administrative	$125.2
Depreciation and amortization	$100.1
Revaluation losses (non-cash)	$262.9
Interest	$54.7
Other expenses	$5.3
Loss (spent more than came in)	$-586.6
Total	$100

Each line = amount ÷ total money in × 100. Lines may not add to exactly $100 because of rounding.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

08 · What it needs to run

What does Nscale need to run?

NVIDIA GPUs
Nscale relies on NVIDIA, which the S-1 calls the primary manufacturer of its GPUs. It buys them through three main suppliers, which provided 53%, 37% and 10% of purchases in the six months to Jun 30, 2026, with no long-term supply contracts.
Power and sites
About 1.37 GW of active plus contracted IT capacity at Aug 31, 2026, of which about 1 GW is at owned sites, per the S-1.
Money to build
At Jun 30, 2026 it had committed $24.0 billion to equipment and $3.5 billion to construction, mostly payable in 2026 and 2027. Loans, customer prepayments and share sales pay for this.
People
More than 1,000 full-time employees at Aug 31, 2026; some are represented by a labor union.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

09 · Why it makes money

Why does Nscale make money?

It has not made a profit in any period in the S-1: rental income has not covered costs, while prepayments and loans pay for the build-out.

Nscale signs multi-year contracts, collects part of the price up front and borrows to buy GPUs. Revenue then arrives over the contract term. In the first half of 2026, site costs alone ($189.6 million) were higher than revenue ($140.6 million).

Deferred revenue (amounts billed or paid in advance, including a non-cash financing component), $ million

$2,038.7$6,492.6

Dec 31, 2025 to Jun 30, 2026

Sign a multi-year contract for reserved GPU capacity
Collect part of the price up front as a prepayment
Borrow and buy NVIDIA GPUs
Install them in an owned, leased or colocated data center
Earn fees over the contract term while paying for power, rent and interest

↺ Step 5 feeds back into step 1.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

10 · Where it sells · Six months to Jun 30, 2026

Where does Nscale sell?

Portugal52%
Norway45%
United Kingdom3%

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

11 · Competitors and what protects it

Who does Nscale compete with?

Nscale's S-1 names CoreWeave, Nebius, Crusoe and Lambda as its primary competitors, alongside large cloud companies such as AWS, Google Cloud and Microsoft Azure.

CoreWeave
Specialized AI cloud provider; named in the S-1 as a primary competitor.
Nebius
Specialized AI cloud provider; named in the S-1 as a primary competitor.
Crusoe
Specialized AI cloud provider; named in the S-1 as a primary competitor.
Lambda
Specialized AI cloud provider; named in the S-1 as a primary competitor.
Amazon Web Services, Google Cloud, Microsoft Azure
Traditional large cloud providers, per the S-1. Microsoft is also Nscale's largest contracted customer.
Oracle
Named in the S-1 as a hybrid provider.
SpaceX
Named in the S-1 as a new large-scale compute provider.

What protects the business

Each strength is scored 1 (weak) to 5 (strong) for the business, with the reason. It is not a rating of the share.

Contract length3 of 5
Microsoft's GPU terms run 5 to 6 years, and either party may end them for cause, per the S-1. Nscale held $6,492.6 million of deferred revenue (amounts billed or paid in advance, including a non-cash financing component) at Jun 30, 2026.
Power and sites3 of 5
About 1.37 GW of active plus contracted IT capacity at Aug 31, 2026, but only 81 MW (our sum of the S-1 site table) was active. The S-1 says the Monarch site can support more than 6.5 GW of IT load.
Scale today2 of 5
About 25,000 GPUs were active at Aug 31, 2026, per the company, and revenue was $140.6 million in the first half of 2026.
Supplier position1 of 5
Nscale relies on NVIDIA, which the S-1 calls the primary manufacturer of its GPUs, bought through three main suppliers with no long-term supply contracts.

Weak spot

Most contracted capacity is not built yet

81 MW of 1,370 MW of active plus contracted IT capacity was active at Aug 31, 2026 (our sum of the S-1 site table). The Anthropic build depended on financing not secured at the S-1 date.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

12 · Where growth could come from

Where could Nscale's growth come from?

Nscale says in its S-1 (Sep 18, 2026) that it expects Monarch's first 2 GW of gross power online in the first half of 2028. It plans about 8 GW gross for 2031.

Management statement, Sep 18, 2026. Reported as a statement, not our forecast.

Microsoft contracts
Early
Payments of up to about $43.8 billion through December 2033, subject to delivery (S-1)
Includes more than 12,600 Grace Blackwell Ultra GPUs at Sines building 1 in Portugal. More than 66,000 Vera Rubin GPUs follow at SIN02 from late 2027.
Status: Early, too early to judge.
Anthropic at Monarch
New
Up to about $44.6 billion over four agreements signed Aug 25, 2026 (S-1)
Nscale must use best efforts to obtain financing within a set period; it had no binding commitments at the S-1 date. Anthropic can end a tranche if delivery is late.
Status: New, recently announced.
Figure AI
New
Potentially up to 100,000 Vera Rubin GPUs from the second half of 2027 (S-1)
A multi-year agreement signed Aug 24, 2026; Nscale is also investing in Figure.
Status: New, recently announced.
Anyscale software
New
Ray software: about 740 million cumulative downloads (S-1)
Agreed Jul 28, 2026, paid in shares; it closes only if the IPO happens, so it is in none of the page's numbers.
Status: New, recently announced.

Status compares progress with what the company itself said it would do: Working = on track against what the company said; Mixed = partly on track; Behind = behind the company's own plan; New = recently announced; Early = too early to judge.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

13 · The numbers · Consolidated · US$

How has Nscale done?

Revenue

$33MFY2025

Revenue rose from $19.1 million in FY2024, mostly crypto-mining hosting in Norway, to $33.0 million in FY2025, its first full AI cloud year.

US$ · Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

See the numbers

Revenue (US$)
Period	Revenue (US$)
FY2024	$19.1M
FY2025	$33M

Net profit

−$762MFY2025

Net loss grew from $78.2 million in FY2024 to $761.8 million in FY2025, of which $527.8 million was non-cash losses from revaluing warrants and similar instruments.

US$ · Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

See the numbers

Net profit (US$)
Period	Net profit (US$)	EPS ($)
FY2024	−$78.2M	−$0.46
FY2025	−$762M	−$4.37

Profit kept per $100 of revenue

$-2308.5FY2025

Nscale lost $2,308.5 for every $100 of revenue in FY2025, against $409.4 in FY2024. EBITDA here is our figure: operating loss plus depreciation and amortization.

$ of profit per $100 of revenue (net margin) · Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

See the numbers

Profit kept per $100 of revenue ($ of profit per $100 of revenue (net margin))
Year	Net margin	EBITDA margin
FY2024	−409.4%	−57.6%
FY2025	−2,308.5%	−392.7%

Free cash flow

$755MFY2025

Free cash flow was $755.0 million in FY2025 because of upfront customer prepayments of $1.6 billion, not because of profits.

US$ · cash from operations minus spending on plants and equipment · Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

See the numbers

Free cash flow (US$ · cash from operations minus spending on plants and equipment)
Year	Cash from operations	Capital spending	Free cash flow
FY2024	−$19.2M	$64.2M	−$83.4M
FY2025	$1.4B	$621M	$755M

See all yearly numbers

Nscale annual financials, FY2024–FY2025, US$
Year	Revenue	EBITDA	Net profit	EPS ($)	Operating cash	Capex	Free cash
FY2024	$19.1M	−$11M	−$78.2M	−$0.46	−$19.2M	$64.2M	−$83.4M
FY2025	$33M	−$130M	−$762M	−$4.37	$1.4B	$621M	$755M

EBITDA here = operating income plus depreciation and amortization (from the cash flow statement). Fiscal years are the company's own (December 31). Net profit is the share belonging to the company's owners.

Nscale says in its S-1 that it is an emerging growth company, so the filing gives two audited years instead of three.

Latest part-year · Six months ended Jun 30, 2026 (6 months to Jun 30, 2026)

Revenue: $141M
EBITDA: −$318M
Net profit: −$1.0B
EPS (not annualised): −$5.00

A part-year can't be compared with a full year. Audited figures from the S-1 (interim period unaudited), converted from US$ million to US$ million.

14 · The company's own measures · FY2025 to Aug 31, 2026 (dated on each item)

What do Nscale's own measures show?

Nscale's own measures, as defined in its S-1. Adjusted EBITDA leaves out large real costs such as stock-based pay; contract value is not revenue.

Official (GAAP): Net loss, FY2025
−$762M
Company's own measure: Adjusted EBITDA, FY2025
−$81.7M
The company's measure: net loss without tax, depreciation, revaluation losses, interest, currency effects, debt write-offs, other items and stock-based pay. Stock-based pay was $47.9 million in FY2025.
Official (GAAP): Net loss, six months to Jun 30, 2026
−$1.0B
Company's own measure: Adjusted EBITDA, six months to Jun 30, 2026
−$199M
Same definition. It leaves out stock-based pay of $113.8 million and revaluation losses of $457.1 million in the period.
Official (GAAP): Remaining performance obligations, Jun 30, 2026
$56.4B
Company's own measure: Active plus contracted total contract value (TCV), Aug 31, 2026
$103.4B
The company's measure: revenue contracted over the committed term of signed agreements, measured at signing, without optional extensions, renewals, unused capacity or the financing component. RPO includes a $7.1 billion financing component and is two months earlier. $2.6 billion of TCV was for active capacity.
Official (GAAP)
No official figure measures this; it is the company's own operating measure.
Company's own measure: Active GPUs, Aug 31, 2026
25,000 GPUs
About 25,000 GPUs active out of about 461,000 active plus contracted, as the company counts them.
Official (GAAP)
No official figure measures this; it is the company's own operating measure.
Company's own measure: Active IT capacity, Aug 31, 2026
81 MW
IT capacity at the 5 active sites, out of 1,370 MW at 17 active plus contracted sites. Our sum of the S-1's site table.

These are the company's own measures, defined by the company. They are not comparable across companies, and they are not added together. Each sits beside the nearest official (GAAP) figure.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

15 · Financial strength · Jun 30, 2026

How much debt does Nscale have?

Balance-sheet debt was $137.4 million against $1,478.4 million of cash at Jun 30, 2026, while commitments were $24.0 billion for equipment and $3.5 billion for construction.

Total debt$137M
Cash and investments$1.5B
Net cash (cash minus debt)$1.3B
Net worth (shareholders' money)$2.3B

Debt to equity: 0.06×; $ of debt for every $1 of shareholders' money

Cash excludes $570.3 million of restricted cash. Lease liabilities of $2,625.4 million are not counted as debt here.
Nscale held $6,492.6 million of deferred revenue (amounts billed or paid in advance, including a non-cash financing component); it owes customers the service.
After Jun 30, 2026 Nscale drew $830.0 million under its revolving credit facility and signed further loan facilities of $4.17 billion.
Convertible loan notes, agreed in September 2026 with subscriptions of at least $3.1 billion: $2.1 billion of notes plus $1.0 billion of notes or Non-Voting Shares for NVIDIA, convert into shares at the IPO, per the S-1.
Net worth here is equity attributable to shareholders. Total equity of $4,792.2 million also includes Aker's $2,503.5 million noncontrolling interest in a subsidiary.
$430.7 million of the price for the SIN02 site in Portugal was still owed at Jun 30, 2026.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

16 · Who owns it before the IPO · Sep 18, 2026

Who owns Nscale before the IPO?

The S-1 names Aker DC Holding AS, Sandton Capital Partners and Paladin Capital Limited as 5% holders. It leaves every share count and percentage blank. Paladin is held by trustees of a trust set up by founder Josh Payne; he is a discretionary beneficiary without voting or selling power, per the S-1. NVIDIA has held more than 5% since the Series B round; its stake becomes non-voting shares, which the table leaves out. The S-1 leaves the table's own as-of date blank; Sep 18, 2026 is the filing date.

From the prospectus table of principal stockholders. Holdings fall after the IPO when new shares are sold; the prospectus also shows the holding after the offering.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

17 · Who runs it

Who runs Nscale, and did they deliver?

Josh Payne
Founder, Chief Executive Officer and Chair · since 2023
Founder and executive chair of Arkon Energy from 2020 to 2024, and still a director there. His IPO award, granted Jul 31, 2026, covers about 2.5% of the ordinary shares and vests only after the IPO against share-price and deployment targets.
Alice Takhtajan
Chief Financial Officer · since 2025
Previously a managing director in equity capital markets at J.P. Morgan.
Ron Huisman
Chief Accounting and Finance Operations Officer
Chief Financial Officer until Dec 26, 2025.
Philippe Sachs
Chief Business Officer and President, EMEA · since 2025
Jing Yin
President, APAC · since 2025
Previously a vice president at Alibaba Cloud.
Nidhi Chappell
President, AI Infrastructure · since 2025
Previously a corporate vice president for Azure AI at Microsoft.
Sam Huckaby
President, Data Centers · since 2026
Previously at Oracle and Vantage.
Phoebee Gahan
Chief Legal Officer (as named in the S-1 dated Sep 18, 2026)
Øyvind Eriksen
Director · since 2025
Chief executive of Aker ASA, whose subsidiary is a 5% holder.
Rael Nurick
Director · since 2025
Co-founder of Sandton Capital Partners, a 5% holder and former lender.
Jacob Leschly
Director · since 2025
Nick Clegg
Director · since 2026
Former President of Global Affairs at Meta.
Susan Decker
Director · since 2026
Former President of Yahoo.
Sheryl Sandberg
Director · since 2026
Fidji Simo
Director · since 2026
Previously at OpenAI.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

18 · Governance signals

What do Nscale's governance filings show?

Auditor: KPMG LLP, since 2026
Auditor changes: None in the period covered
Audit qualifications: None reported
Related-party dealings: Nscale deals with major holders and directors' firms. They are NVIDIA (supplier, customer, investor, guarantor), Aker (joint-venture partner), Sandton (former lender) and Arkon Energy (the founder's former company). The S-1 says it has no formal related-party policy until the registration statement is effective; all these deals came before it.
Credit rating: No public credit rating found

Flags to know about

auditor
Auditor disclosed a prohibited business relationship
KPMG disclosed a business relationship prohibited under SEC auditor-independence rules; KPMG and the audit committee concluded its objectivity was not impaired. A different KPMG member firm licensed off-the-shelf software to an upstream, non-controlling affiliate of Nscale from Mar 27 to Jul 7, 2026.
other
Material weaknesses in internal control
The S-1 reports weaknesses found in the FY2024–FY2025 audit: missing design, documentation and evidence of controls, and too few accounting staff. Fixing them is in the early stages and may not finish in 2026 or 2027.
disclosure
Board independence not yet stated
The S-1 leaves blank which directors the board considers independent.
related party
Related-party policy only from the IPO
Deals with NVIDIA, Aker, Sandton and Arkon Energy were made before Nscale had a formal related-party policy, per the S-1.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

19 · Group and related parties

How much does Nscale rely on related parties?

Nscale has no parent company, but it relies on NVIDIA, which the S-1 calls the primary manufacturer of its GPUs. NVIDIA is also a customer, an investor and a guarantor.

NVIDIA, which the S-1 calls the primary manufacturer of Nscale's GPUs, is a customer under a $1.2 billion cloud agreement from July 2025. It invested $1,177.4 million in preferred shares (our sum of $400.0 million + $300.0 million + $477.4 million in the S-1), and is due to buy $1.0 billion of notes or non-voting shares around Nov 16, 2026.
In October 2025 NVIDIA guaranteed up to $860.34 million of Nscale's obligations under its Ward County, Texas lease, in return for warrants. Some contingent warrants survive the IPO.
Aker ASA's chief executive, Øyvind Eriksen, sits on Nscale's board. Nscale bought out their 50/50 Stargate Norway joint venture in March 2026 for $1,868.8 million, settled mainly in shares.
Aker's shares in a Nscale subsidiary were a $2,503.5 million noncontrolling interest at Jun 30, 2026; the S-1 says they will be reorganized away just before the IPO.
Sandton Capital Partners, whose co-founder Rael Nurick is a director, lent Nscale $76.6 million at 13% to 15% interest between December 2023 and May 2025. The loans were repaid in October 2025.
Arkon Energy, the founder's former company, lent Nscale money later swapped for shares. It sold Nscale two Texas land companies ($1.1 million and $2.8 million) and covers some UK stamp duty and adviser fees.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

20 · Legal cases · as of Sep 18, 2026

What legal cases does the Nscale offer document list?

Nscale says in its S-1 (Sep 18, 2026) that it is not presently a party to any litigation it believes would be material, individually or together; the filing lists no proceedings.

Cases are listed as the offer document describes them. A pending case is an allegation until a court or regulator decides it.

21 · What could go wrong

What could go wrong for Nscale?

Concentration
One customer brings in half the revenue
The largest customer provided 52% of revenue in the six months to Jun 30, 2026, and 73% in FY2025. The S-1 says Microsoft and Anthropic are expected to be significant customers.
Watch The largest customer's share of revenue in the next filing.
Cash and liquidity
Anthropic build needs financing
The Anthropic agreements require Nscale to seek financing within a set period, and it had no binding commitments at the S-1 date. Anthropic can end a tranche if delivery is late or uptime falls short.
Watch Whether a later filing reports financing for the Monarch build.
Debt
Spending commitments exceed cash
At Jun 30, 2026 Nscale had committed $24.0 billion to equipment and $3.5 billion to construction, mostly payable in 2026 and 2027. Its cash was $1,478.4 million.
Watch New loans, share sales and customer prepayments in the amended S-1.
Concentration
Reliance on NVIDIA and three suppliers
Nscale relies on NVIDIA, which the S-1 calls the primary manufacturer of its GPUs. Three main suppliers provided 53%, 37% and 10% of first-half 2026 purchases, with no long-term supply contracts.
Watch Delivery dates for new GPU generations such as Vera Rubin.
Execution
Most contracted capacity is not live
About 25,000 of about 461,000 active plus contracted GPUs were active at Aug 31, 2026, per the company. The company expects Monarch's first power in the first half of 2028.
Watch Active GPUs and active sites in later filings.
Governance
Weak internal controls
The S-1 reports material weaknesses in internal control, with fixes in the early stages. Its auditor, KPMG, disclosed a business relationship prohibited under SEC auditor-independence rules; KPMG and the audit committee concluded its objectivity was not impaired.
Watch Progress on the material weaknesses in the next filing.
Other
Large losses, partly from revaluations
Net loss was $1,020.1 million in the first half of 2026, including $457.1 million of non-cash revaluation losses. The accumulated deficit reached $1,860.9 million at Jun 30, 2026.
Watch Loss before revaluations and interest in the next period.
Other
Reliance on the founder
The S-1 lists dependence on key people, especially founder and CEO Josh Payne, as a risk.
Watch Changes in the senior team.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

22 · Risks of the offer

What risks does the Nscale offer document flag?

Risk factors the company lists in its offer document, in plain words.

Size and price not yet set
The S-1 leaves the price range, shares offered, money raised and share count after the offering blank. It warns buyers will face immediate and substantial dilution.
Broad discretion over the money
The money is for general corporate purposes with no amounts given, and management will have broad discretion over it, per the S-1.
NVIDIA's shares carry no votes
NVIDIA's warrants, notes and the NVIDIA Sale become non-voting shares, left out of voting percentages. Convertible loan notes, with subscriptions of at least $3.1 billion: $2.1 billion of notes plus $1.0 billion of notes or Non-Voting Shares for NVIDIA, also convert into shares at the IPO.
English company rules
As an English company, Nscale needs 75% of votes for special resolutions and stockholder approval for buybacks. The S-1 says US court judgments may be hard to enforce in the UK.
Tax rules for some US holders
The S-1 flags US tax risks for some holders, including the passive foreign investment company (PFIC) rules and the controlled foreign corporation rules for 10% holders.
Shares unlocked after 180 days
Holders of substantially all existing shares agree to a 180-day lock-up that the lead underwriters can end early. The S-1 lists future share sales as a risk to the share price.
Less disclosure as an emerging growth company
The S-1 gives two audited years instead of three, and Nscale may use other reduced reporting rules for emerging growth companies.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

23 · How it got here

How did Nscale get here?

2020
Milestone
The founder's earlier company
Josh Payne became founder and executive chair of Arkon Energy, an Australian company running Bitcoin-mining data centers, in March 2020.
2024
Business-model change
Spun out of Arkon Energy
Nscale was spun out of Arkon Energy in May 2024; its former top company, Nscale Global Holdings, was incorporated on May 29, 2024.
2024
Business-model change
Crypto hosting ends
Hosting crypto-mining machines for Pega Nordic in Norway, 93% of 2024 revenue, ended in December 2024.
2025
Milestone
First AI cloud contracts
NVIDIA signed a $1.2 billion cloud services agreement in July 2025, and Microsoft statements of work followed from September 2025.
2025
Milestone
Series B round
Nscale raised about $1.1 billion in Series B preferred shares on Oct 8, 2025, the day its Stargate Norway joint venture with Aker completed.
2026
Milestone
Series C and the Monarch site
Nscale raised $1.64 billion in Series C preferred shares on Mar 27, 2026. It bought the Monarch site in West Virginia through AIPCorp on Mar 31.
2026
Business-model change
OpenAI leaves Stargate Norway and UK
OpenAI withdrew from Stargate Norway and Stargate UK in April 2026; Microsoft took the extra Stargate Norway capacity, per the S-1.
2026
Milestone
Figure AI and Anthropic agreements
Nscale signed agreements with Figure AI on Aug 24, 2026 and with Anthropic on Aug 25, 2026 for Vera Rubin GPU capacity.
2026
Milestone
S-1 filed
After confidential drafts from Feb 17, 2026, Nscale publicly filed its Form S-1 with the SEC on Sep 18, 2026.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026; EDGAR filing list for Nscale Ltd (CIK 0002110365), checked Oct 27, 2026: the S-1 is the latest filing; no S-1/A, FWP or 424B4

24 · Both sides

What do supporters and critics point to?

Facts each side points to. We don't say which side is right.

What supporters point to

Revenue rose from $10.4 million in the six months to Jun 30, 2025 to $140.6 million a year later.
Remaining performance obligations (contracted revenue not yet earned) reached $56.4 billion at Jun 30, 2026, up from $34.5 billion at Dec 31, 2025.
Microsoft's statements of work run to December 2033, and either party may end them for cause, per the S-1.
Nscale held $6,492.6 million of deferred revenue (amounts billed or paid in advance, including a non-cash financing component) at Jun 30, 2026.
Balance-sheet debt was $137.4 million against $1,478.4 million of cash at Jun 30, 2026.

What critics point to

Net loss was $1,020.1 million in the six months to Jun 30, 2026, on revenue of $140.6 million.
Cost of revenue, before depreciation, was $189.6 million in the first half of 2026, more than revenue.
One customer provided 52% of first-half 2026 revenue. Nscale relies on NVIDIA, which the S-1 calls the primary manufacturer of its GPUs, bought through three main suppliers.
Commitments of $24.0 billion for equipment and $3.5 billion for construction at Jun 30, 2026 compare with $1,478.4 million of cash.
The S-1 reports material weaknesses in internal control, and auditor KPMG disclosed a business relationship prohibited under SEC auditor-independence rules; KPMG and the audit committee concluded its objectivity was not impaired.

25 · What to watch next

What should you watch next for Nscale?

Next event

Amended S-1 (S-1/A) with a price range and share count

Date not announced yet.

Price range and share count
An amended S-1 would state the shares offered, the price range, the money raised and the share count after the offering.
Ownership percentages
The holdings of Aker, Sandton, Paladin and the officers and directors are blank in the S-1.
Financing for the Anthropic build
Nscale had no binding financing commitments for the Anthropic agreements at the S-1 date.
Capacity going live
81 MW (our sum of the S-1 site table) of 1,370 MW of active plus contracted IT capacity was active at Aug 31, 2026; Monarch's first power is expected in the first half of 2028, per the company.
NVIDIA Sale and Anyscale
The S-1 says NVIDIA's $1.0 billion purchase closes on or around Nov 16, 2026; the Anyscale deal closes only with the IPO.
Internal controls
Progress on fixing the material weaknesses reported in the S-1.

26 · Key facts

Key facts about Nscale

What does Nscale do?: Nscale (Nscale Limited, London) rents computing power on NVIDIA graphics processors (GPUs) to AI companies. At Aug 31, 2026 it had 5 active data center sites, all in Europe, and 12 contracted sites, including its US sites, none of them active yet, per its S-1 dated Sep 18, 2026.
How does Nscale make money?: Nscale's customers sign multi-year contracts for reserved GPU capacity. Nscale's revenue in the six months to Jun 30, 2026 was $140.6 million, per its S-1. Service fees were $94.7 million, lease revenue $42.0 million and other revenue $3.9 million.
Who are Nscale's customers?: Nscale's S-1 (Sep 18, 2026) names Microsoft, Anthropic, Figure AI and NVIDIA as customers. Its largest customer, not named, provided 52% of Nscale's revenue in the six months to Jun 30, 2026.
How big is Nscale?: Nscale's revenue was $33.0 million in FY2025 (year to Dec 31, 2025), up from $19.1 million in FY2024, per its S-1. It reached $140.6 million in the six months to Jun 30, 2026.
Is Nscale profitable?: No. Nscale's net loss was $761.8 million in FY2025 and $1,020.1 million in the six months to Jun 30, 2026, per its S-1. Non-cash losses from revaluing warrants and similar instruments were $527.8 million and $457.1 million of those totals.
How much contracted revenue does Nscale have?: Nscale reported remaining performance obligations (GAAP: contracted revenue not yet earned) of $56.4 billion at Jun 30, 2026, including a $7.1 billion financing component. Its own measure, total contract value, was $103.4 billion at Aug 31, 2026; the two are measured differently and are not added.
Who owns Nscale before the IPO?: Nscale's S-1 dated Sep 18, 2026 names Aker DC Holding, Sandton Capital Partners and Paladin Capital as 5% holders. Paladin is linked to founder Josh Payne, and the S-1 leaves the percentages blank. NVIDIA also holds more than 5%, in shares that become non-voting at the IPO.
What is the Nscale IPO?: Nscale filed a Form S-1 with the SEC on Sep 18, 2026 to list ordinary shares on the NYSE under the proposed ticker NSCL. Only Nscale sells shares, so the money goes to the company; the share count and price range are not yet in the filing.

Source: Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026

27 · Sources and changes

Where every number on this page comes from

Sources (2 documents)

S1Nscale Limited Form S-1 registration statement (preliminary prospectus), filed Sep 18, 2026 · SEC EDGAR (filed by Nscale Limited) · Tier 1: company or exchange filing · Sep 18, 2026
S6EDGAR filing list for Nscale Ltd (CIK 0002110365), checked Oct 27, 2026: the S-1 is the latest filing; no S-1/A, FWP or 424B4 · SEC EDGAR · Tier 1: company or exchange filing · Oct 27, 2026

Changes to this page (v1 · Oct 27, 2026)

v1 · Oct 27, 2026First version, based on the S-1 dated Sep 18, 2026. (first version, based on the S-1)

Numbers come only from tier 1 and tier 2 sources. Read how we research.

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What does Nscale do?

What is the Nscale IPO?

What will Nscale do with the money it raises?

What does Nscale sell?

Reserved GPU cloud capacity

Data center sites

Monarch Compute Campus (planned)

Anyscale (agreed, not yet closed)

What it does

What it does not do

Who pays Nscale?

How does money flow through Nscale?

Where does $100 of Nscale's money go?

What does Nscale need to run?

NVIDIA GPUs

Power and sites

Money to build

People

Why does Nscale make money?

It has not made a profit in any period in the S-1: rental income has not covered costs, while prepayments and loans pay for the build-out.

Where does Nscale sell?

Who does Nscale compete with?

CoreWeave

Nebius

Crusoe

Lambda

Amazon Web Services, Google Cloud, Microsoft Azure

Oracle

SpaceX

What protects the business

Most contracted capacity is not built yet

Where could Nscale's growth come from?

Microsoft contracts

Anthropic at Monarch

Figure AI

Anyscale software

How has Nscale done?

Revenue

Net profit

Profit kept per $100 of revenue

Free cash flow

What do Nscale's own measures show?

How much debt does Nscale have?

Who owns Nscale before the IPO?

Who runs Nscale, and did they deliver?

Josh Payne

Alice Takhtajan

Ron Huisman

Philippe Sachs

Jing Yin

Nidhi Chappell

Sam Huckaby

Phoebee Gahan

Øyvind Eriksen

Rael Nurick

Jacob Leschly

Nick Clegg

Susan Decker

Sheryl Sandberg

Fidji Simo

What do Nscale's governance filings show?

Flags to know about

How much does Nscale rely on related parties?

What legal cases does the Nscale offer document list?

What could go wrong for Nscale?

One customer brings in half the revenue

Anthropic build needs financing

Spending commitments exceed cash

Reliance on NVIDIA and three suppliers

Most contracted capacity is not live

Weak internal controls

Large losses, partly from revaluations

Reliance on the founder

What risks does the Nscale offer document flag?

Size and price not yet set

Broad discretion over the money

NVIDIA's shares carry no votes

English company rules

Tax rules for some US holders

Shares unlocked after 180 days