NScale has secured at least $3.1 billion in financing, comprising a significant investment from NVIDIA, as it advances toward its initial public offering.

The company entered into a Subscription Agreement on September 15, 2026, to raise the capital through a mix of unsecured convertible loan notes and equity instruments.

Financing Structure

The total funding package is split into two primary components:

• $2.1 billion in unsecured convertible loan notes (the "Convertible Loan Notes").
• A further $1.0 billion designated for NVIDIA (the "NVIDIA Sale"), which will be issued as either unsecured convertible loan notes or Non-Voting Shares.

All Convertible Loan Notes are set to convert automatically into ordinary shares upon the completion of the offering. In the specific case of the NVIDIA investment, these will convert into Non-Voting Shares.

NVIDIA Investment Terms

The transaction with NVIDIA is scheduled to close on or around November 16, 2026. The form of issuance depends on the timing relative to the effectiveness of NScale's registration statement:

• If the sale closes before the registration statement becomes effective, NVIDIA will receive additional unsecured convertible loan notes that automatically convert into Non-Voting Shares upon IPO completion.
• If the sale closes on or after the effectiveness of the registration statement, NVIDIA will receive Non-Voting Shares directly. This issuance assumes an IPO price per share equal to the midpoint of the price range disclosed in the prospectus cover.

What the Numbers Show

The structure indicates a strategic alignment with NVIDIA, granting the chipmaker a substantial equity position through Non-Voting Shares. This arrangement allows NVIDIA to secure ownership stakes while potentially preserving voting control dynamics for existing shareholders during the transition to public markets.

NScale Inc. announced its initial public offering of ordinary shares, set to trade on the New York Stock Exchange under the symbol 'NSCL'. The company reported revenues of $140.6 million for the six months ended June 30, 2026, a sharp rise from $10.4 million in the same period of FY25.

Goldman Sachs, J.P. Morgan, and Morgan Stanley serve as lead bookrunners for the offering. NScale stated it does not anticipate paying any cash dividends on its ordinary shares in the foreseeable future.

Financial Performance

The company's top-line growth reflects significant expansion in its first half of fiscal 2026 compared to the prior year period.

Contract Portfolio

As of August 31, NScale disclosed a substantial contract backlog. The company held approximately $2.6 billion in active contracts and $103.4 billion in activated contracts.

What the Numbers Show

Revenue increased by approximately 12.5 times year-on-year, rising from $10.4 million to $140.6 million. This surge coincides with the company's move toward public listing, supported by a large base of active and activated contracts.