Key points
- Nscale lacks binding financing commitments for its Anthropic contract
- Nscale's debt jumps to an estimated $5.5 billion in one quarter
- Nvidia commits $2 billion to Nscale's pre-IPO round
Nscale (NSCL), the London-based AI cloud company backed by Nvidia (NVDA), has signed customer contracts worth $105.8 billion, but it still hasn't secured binding financing commitments to deliver the biggest one. In an amended IPO filing on Nov. 12, Nscale says it has "not obtained binding commitments for any of the financings required to fund performance under the Anthropic Services Agreements." Those agreements with Anthropic (ANT) are worth up to $44.6 billion. Nscale's September filing said the same thing.
The same filing estimates Nscale's total debt at $5.5 billion on Sept. 30, up from $137.4 million three months earlier. That's about 18 times the $307.5 million of revenue Nscale estimates for the first nine months of 2026. Nscale still has $16 billion to $18 billion of data center and power spending ahead, excluding GPUs and other computing equipment, against an estimated $3.58 billion of cash on Sept. 30. Nscale says it will use the money from its IPO for general corporate purposes, including its data center projects. The filing also shows Nvidia has committed $2 billion to Nscale's last funding round before the IPO, double the amount the company described in September.
The amendment adds early third-quarter numbers to the registration statement Nscale first filed on Sept. 18. Its full financial statements still end on June 30. The Sept. 30 figures are preliminary estimates, and the filing says its auditor, KPMG, has not reviewed them. The IPO price range and share count are still blank. Axios reported on the rising debt on Nov. 13.
How fast did Nscale's debt grow?
Nscale had $78.9 million of debt at the end of 2025 and $137.4 million on June 30, according to the filing. By Sept. 30, the estimate was $5,516.3 million. Cash rose too, from $1.48 billion on June 30 to an estimated $3.58 billion.
The filing gives no breakdown of the Sept. 30 total. It does list the borrowing Nscale has lined up this year. Nscale says it has raised about $4.9 billion in loans for buying GPUs, including up to $1.85 billion for its Ward County, Texas, site and up to $1.2 billion for a North Carolina project. In August, banks committed about $2.35 billion in loans that Nscale can draw over time, subject to conditions Nscale still has to meet. The filing says those facilities still need final documentation. In September, investors subscribed for $2.36 billion of convertible notes, a kind of loan that turns into shares automatically when Nscale goes public.
Nscale's net interest expense was $242.2 million in the first nine months of 2026, compared with $7.1 million a year earlier. The first half accounted for $95.1 million of it, so about $147 million came in the third quarter alone. That line covers more than interest on loans. Nscale also books a financing charge there on some customers' upfront prepayments, and the filing says that charge was the main reason interest expense rose in the first half. The preliminary figures give no split of the third-quarter amount between the two.
How much is Nscale losing?
Revenue for the nine months was an estimated $307.5 million, up from $21.3 million a year earlier. First-half revenue was $140.6 million, so the third quarter brought in about $167 million.
The net loss for the nine months was an estimated $1.69 billion, compared with $433.3 million a year earlier. Almost $630 million of it came from fair value adjustments, which are non-cash changes in the accounting value of warrants and similar instruments Nscale has issued. On Nscale's own adjusted measure, which strips out those changes, interest, depreciation, and stock pay, among other items, the loss was $289.5 million.
The filing also says Nscale has identified material weaknesses in its internal controls over financial reporting, meaning gaps in the checks that are supposed to catch accounting errors.
How much more money does Nscale need?
Nscale estimates that developing its contracted data center sites will cost $19 billion to $21 billion, excluding GPUs and other computing equipment. It had incurred about $3 billion by Sept. 30, leaving $16 billion to $18 billion.
Nscale says its two largest sites, the Monarch and Kvandal campuses, account for about 58% of that spending. The first building at the Monarch campus in Mason County, West Virginia, is expected to cost $10 billion to $10.5 billion, plus another $21 billion to $22 billion for GPUs and computing equipment. The Kvandal campus in Norway is expected to cost $2 billion to $3 billion, plus $7 billion to $8 billion for GPUs and equipment. The filing also says Nscale has had delays at a limited number of sites, including its new-build site in the UK.
The Monarch campus is where the Anthropic work is planned. Nscale says it has not secured binding commitments for the financing required to serve Anthropic. The filing also says Anthropic exercised its right on Sept. 29 to contract for more computing at a second Monarch building, which starts a 60-day window to negotiate that agreement.
Some of the money comes from customers. Nscale says the weighted-average prepayment across its customer contracts is about 20% of their $105.8 billion total contract value. Even so, a risk factor title in the filing says that Nscale "will require additional capital to fund our business and support our growth."
What is Nvidia's role now?
Nvidia makes most of the GPUs Nscale uses, owns part of the company, and has now committed more to its pre-IPO round. Nscale's September filing described a round of at least $3.1 billion, made up of $2.1 billion of convertible notes plus a separate $1 billion purchase by Nvidia. A week later, Nscale announced the notes portion had grown to $2.36 billion.
The amended filing adds that Nvidia subscribed for $1 billion of those notes, on top of its separate $1 billion purchase, which is set to close on or around Nov. 16. If that purchase closes before the registration statement takes effect, Nvidia gets more convertible notes. If it closes after, Nvidia gets non-voting shares at the midpoint of the price range.
Nvidia also guarantees up to $860.3 million of Nscale's lease payments for its Ward County, Texas, facility during the first five years of the lease, and received warrants to buy Nscale shares in return. The filing warns that Nvidia's interests as a shareholder and as the main maker of Nscale's GPUs "may not always align" with the interests of Nscale and its other shareholders.
When could Nscale go public?
The filing gives no listing date. On Nov. 10, The Telegraph reported that Nscale was considering delaying its listing until next year. We noted then that its June 30 financial statements would turn 135 days old on Nov. 12. Under the SEC rule we described, Nscale would generally need financial statements for the quarter ended Sept. 30 before its registration can take effect. The amendment, filed on that same day, includes estimates for the quarter rather than those statements.
Nscale plans to list on the New York Stock Exchange under NSCL. Our AI IPO tracker lists Nscale alongside the other AI companies preparing to go public.
