Funding
Nscale Raises $3.36B in Pre-IPO Convertible Notes to Expand AI Cloud
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Nscale Limited on September 25, 2026 announced a $3.36 billion raise through convertible loan notes led by Third Point, a pre-IPO financing under which the notes convert automatically into shares once the London-based AI cloud company completes its planned initial public offering.
The financing consists of an initial $2.36 billion tranche at closing and an additional $1 billion commitment from NVIDIA, with that funding expected in mid-November 2026, the company said. The loan notes convert into ordinary shares automatically upon completion of Nscale’s initial public offering, and into non-voting shares in NVIDIA’s case. Goldman Sachs & Co. LLC acted as placement agent for Nscale in connection with the capital raise.
Nscale said the capital will further accelerate expansion of its vertically integrated AI cloud platform, spanning behind-the-meter power plants, liquid-cooled AI data centers and large-scale GPU clusters, to support accelerating demand for AI cloud services. The company, which describes its platform as serving hyperscalers, frontier model labs, AI natives and enterprises building and scaling AI, reports more than $103 billion in total contracted value.
Investor Syndicate
New and existing investors supporting the round alongside Third Point include NVIDIA, funds managed by Apollo, Citadel, Hudson Bay Capital, Abu Dhabi Investment Council and 8090 Industries, according to the company. Davidson Kempner Capital Management, Qube Research & Technologies, Context Capital Management, Longaeva Partners L.P., Wellington Management, Castleknight, Ghisallo Capital Management, LionTree Investment Fund L.P., Javelin Venture Partners and Irving Investors also participated in the financing.
“This marks a milestone for Nscale as we continue scaling our full-stack AI infrastructure to meet unprecedented global demand,” Josh Payne, founder and CEO of Nscale, said in the company’s announcement. Payne said that with the backing of the investor group, Nscale is positioned to accelerate its data center buildouts globally.
August Term Loan Facilities
In an August 31, 2026 announcement, Nscale said it had closed approximately $3 billion in aggregate commitments across two senior secured delayed draw term loan facilities supporting its Ward County, Texas campus and its Madison, North Carolina site. The facilities primarily fund the deployment of GPU infrastructure and associated networking, storage and liquid-cooling equipment across both campuses.
The Ward County facility provides up to $1.85 billion for a purpose-built AI infrastructure campus designed for high-density, next-generation compute deployments, funding NVIDIA GB300 (Blackwell Ultra) and VR200 (Vera Rubin) systems supporting approximately 200 MW of IT load; the site combines closed-loop direct liquid cooling with rear-door heat exchangers. The Madison facility provides up to $1.2 billion for a 96-acre colocation site with up to 40 MW of IT load capacity, funding site retrofit capital expenditures, GPU infrastructure and associated networking. Both facilities received investment-grade ratings with stable outlooks, and J.P. Morgan and Goldman Sachs served as joint lead arrangers, joint bookrunners and co-structuring agents, the company said.
Planned Initial Public Offering
In a September 18, 2026 announcement, Nscale said it had filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission relating to a proposed initial public offering of its ordinary shares. The company has applied to list the ordinary shares on the New York Stock Exchange.
The number of shares to be offered and the price range for the proposed offering have not yet been determined. Goldman Sachs & Co. LLC, J.P. Morgan and Morgan Stanley will act as lead bookrunners for the proposed offering, according to the filing announcement. RBC Capital Markets, BofA Securities, Deutsche Bank Securities, Credit Agricole CIB, TD Securities, Mizuho, KeyBanc Capital Markets, Cantor, SMBC Nikko and Wolfe | Nomura Alliance will act as bookrunners, with Citizens Capital Markets, Loop Capital Markets, Roth Capital Partners, ABN AMRO, Compass Point, DNB Carnegie, Rosenblatt, SEB and Tigress Financial Partners acting as co-managers.
The registration statement had been filed with the SEC but had not yet become effective, the company said.
