Nscale raises $3.36 billion led by Third Point ahead of NYSE listing
The London-based AI data center company Nscale confirmed on September 25, 2026 a $3.36 billion pre-IPO financing led by Third Point, with Nvidia, Apollo, Citadel, Hudson Bay Capital, Abu Dhabi Investment Council and 8090…
London-based AI data center company Nscale confirmed on September 25, 2026 that it has raised $3.36 billion in pre-IPO financing led by Third Point, with Nvidia, Apollo, Citadel, Hudson Bay Capital, Abu Dhabi Investment Council and 8090 Industries among the investors. The financing is structured to convert into equity once the company's planned NYSE listing goes through — but $1 billion of the total will not arrive until November, and the listing terms have not yet been set.
What happened
Nscale Limited, a London-based company building data centers for AI that counts both Nvidia and Microsoft as partners, announced on Friday, September 25, 2026 that it has raised $3.36 billion through convertible loan notes. The offering was led by Third Point, and according to a statement confirming an earlier Bloomberg report, Nvidia, Apollo, Citadel, Hudson Bay Capital, Abu Dhabi Investment Council and 8090 Industries also participated (Bloomberg via Yahoo Finance).
In the company's own announcement, founder and CEO Josh Payne called it "a milestone for Nscale as we continue to scale our full-stack AI infrastructure to meet unprecedented global demand" (Unite.AI).
Around the headline figure, it is important to be precise about what is actually in place. The financing consists of an initial tranche of $2.36 billion and an additional $1 billion commitment from Nvidia, whose disbursement is expected in mid-November 2026. The round is therefore not fully funded yet. (SiliconANGLE initially reported $2.26 billion for the first tranche, but all other sources are consistent on $2.36 billion.)
How the deal works
The conversion mechanism is the core of the structure. The notes convert into ordinary shares when the company completes an IPO; in Nvidia's case, conversion is into non-voting shares. The pricing, which Bloomberg describes citing people familiar with the matter, is to equal the IPO price minus a double-digit percentage-point discount. The discount is adjusted up to a valuation of $30 billion — above that level, the conversion price remains unchanged (Bloomberg via Yahoo Finance).
The structure mirrors a classic playbook for fast-scaling "neocloud" companies: private capital is raised now, with conversion tied directly to the listing. The discount compensates investors for the risk of locking up capital before the listing is secured, while the $30 billion cap sets a limit on how much extra value the discount can deliver.
The listing plans
The listing is underway, but far from finished. On September 18, 2026, Nscale announced that it had filed a registration statement on Form S-1 with the US Securities and Exchange Commission related to a proposed IPO of ordinary shares (Unite.AI). The registration is not yet effective, and the share count and price range have not been determined.
According to Bloomberg, Goldman Sachs, JPMorgan Chase and Morgan Stanley are leading the offering, with 19 other banks involved — roughly 22 in total. The shares are expected to list on the New York Stock Exchange under the ticker NSCL. Unnamed sources have told both Bloomberg and SiliconANGLE that the company aims to raise up to $3 billion at a valuation of up to $35 billion — but this is an unsettled plan, not confirmed terms (SiliconANGLE). Goldman Sachs also acted as placement agent on the financing itself (TNW).
The numbers behind it
The financing frames a business with a striking gap between growth and profitability. In the first half of 2026, Nscale had revenue of $140.6 million — more than thirteen times the year before — against a net loss of $1.02 billion, according to company figures reported by TNW. The contracted order book stands, according to the company, at $103.4 billion, up from $38 billion at the end of last year; most of this contracted value is expected to come from contracts with Microsoft and Anthropic. The order book is a company-reported figure and has not been independently verified (TNW).
The capital need is tied to the buildout. In August 2026, Nscale announced that it had secured around $3 billion in total commitments through two senior secured delayed-draw term loans: up to $1.85 billion for its campus in Ward County, Texas, with roughly 200 MW of IT load, and up to $1.2 billion for the facility in Madison, North Carolina, with up to 40 MW (Unite.AI).
The company has been on a steep valuation curve: $14.6 billion after a $2 billion Series C in March 2026, which followed a $1.1 billion Series B in 2025 (Crypto Briefing). Nscale was spun out of a cryptocurrency mining operation in early 2024, and its board includes Sheryl Sandberg and Nick Clegg, former British deputy prime minister (TNW).
Open questions
Several matters remain unresolved. The round ended roughly $140 million short of the up to $3.5 billion Nscale was reportedly seeking three weeks earlier, according to Bloomberg reporting cited by TNW. Moreover, no one has explained the gap between the $30 billion conversion cap and the reported IPO target valuation of $35 billion — TNW notes that no one has said which way the gap cuts. If the listing is priced below $30 billion, the discount applies in full; above that level, the conversion price freezes, which would give noteholders a comparatively smaller advantage (TNW).
Nvidia's $1 billion tranche has not yet been disbursed, and all terms of the round are known through secondary sources and company statements — not through the S-1 document itself. The IPO size, price range and valuation remain undetermined until the registration becomes effective and the prospectus is presented. Until then, it is the conversion mechanism — with its discount, cap and Nvidia's non-voting shares — that defines what the $3.36 billion will actually cost, and deliver, once it finally becomes equity.