Nscale filed its S-1 registration statement with the SEC on Friday, September 18, seeking to list on the New York Stock Exchange under the ticker NSCL. Goldman Sachs, J.P. Morgan and Morgan Stanley are leading the offering.
The company reported $140.6 million in revenue for the first half of 2026, up 1,252 percent from $10.4 million a year earlier. The net loss was $1.02 billion, widened from $368.9 million over the same period in 2025. For full-year 2025, revenue was $33 million and the net loss was $761.8 million.
Nscale was incorporated on May 29, 2024. It spun out of Arkon Energy, a cryptocurrency mining firm, and pivoted entirely to AI cloud infrastructure. Its founder, Josh Payne, is 32 years old. Before moving from Australia to London and building data centers, he worked in coal mines.
The Credit Chain
Nscale sits on more than $8 billion in debt, excluding a financing arrangement with Dell. The S-1 itemizes the stack: a $1.4 billion loan secured against GPUs, a $790 million facility in Norway, a $900 million credit line signed in July 2026, and $3.1 billion in convertible notes. Total assets were $17.25 billion against $12.36 billion in liabilities as of June 30.
Nvidia agreed to guarantee up to $860 million of Nscale's obligations for a data center lease in Texas. The chip maker has also invested in Nscale directly. In March, Nvidia and other investors including Blue Owl, Dell, Fidelity and Point72 valued the company at $14.6 billion.
The guarantee is not an isolated arrangement. Nvidia's total off-balance-sheet exposure across its customer base has reached $108.5 billion, anchored by a $105 billion commitment to support data center leases at SB Energy's campus for OpenAI. In August, Nvidia signed memoranda of understanding with Apollo, BlackRock, Blackstone, Brookfield, Goldman Sachs and KKR to mobilize more than $500 billion in third-party capital for AI infrastructure. The chip maker's financing commitments now dwarf most banks' commercial real estate books.
The supplier is underwriting its own demand chain.
The Backlog
Nscale pointed to $56.4 billion in remaining performance obligations as of August 31, 2026, part of an approximately $103 billion total contracted order book. One unnamed customer accounted for more than half of revenue in the first half of the year.
The largest disclosed contract is a roughly $45 billion deal with Anthropic, spanning six years, drawing on Nvidia's next-generation Vera Rubin chips from a data center in West Virginia expected to come online in late 2027. Microsoft previously held a letter of intent for the same location with plans for up to 1.35 gigawatts of capacity, but walked away in the summer of 2026. Nscale took over the site.
Anthropic itself submitted a confidential IPO filing to the SEC in June. Its investors expect a public offering in October at a valuation north of $2 trillion. The company that wants to sell $30 billion in public equity depends on a customer whose own equity story has not yet been tested by public markets.
The Board
On September 11, a week before the S-1 dropped, Nscale announced that Fidji Simo had joined its board. Simo previously served as a top executive at OpenAI before stepping down in July after taking medical leave. She follows other recent additions: former Meta executives Nick Clegg and Sheryl Sandberg, and former Yahoo president Susan Decker. The Wall Street Journal reported that Sandberg personally recruited Simo.
A company that rents Nvidia GPUs to OpenAI and Anthropic now has a former OpenAI executive on its board, recruited by a former Meta COO who sits alongside a former Meta president of global affairs. The directors bring consumer technology credentials. None are known for data center operations or structured credit.
Nscale had over 1,000 full-time employees as of August 31. It holds 25,000 active GPUs and 461,000 active or contracted, spread across five active and 12 contracted data center sites, with line of sight to 10 gigawatts of computing capacity.
The Asset Class
Nscale is not alone in this structure. CoreWeave, which went public earlier and is the closest comparable, carries more than $35 billion in debt as of its most recent quarterly filing. Both companies collateralize their borrowing against GPUs, which are machines that lose value as newer chips arrive.
Among the risk factors the S-1 names: if older GPUs lose value faster than expected, the assets backing the debt could be worth less than lenders originally assumed.
In his letter to prospective investors, Payne wrote: "From inception, we built Nscale with an infrastructure-first thesis, building against contracted customer demand, underwriting projects to attractive long-term returns, maintaining prudent leverage and seeking to match the duration of our capital commitments with the strong revenues supporting them."
The prospectus arrived on the same Friday that roughly $7 trillion in US options expired on triple witching day, the Bank of Japan raised rates to a 31-year high, and the ten-year Treasury yield touched five percent. The company that wants to intermediate AI's demand for credit filed for public ownership on the day the global cost of borrowing rose.