Nscale's $3.36 Billion Convertible Follows a $1.02 Billion Half-Year Loss

Nscale raised $3.36 billion in convertible notes led by the hedge fund Third Point, the company announced on Sept. 25, a week after it filed to list on the New York Stock Exchange. Only $2.36 billion is closed. The other $1 billion is Nvidia's commitment and is due in mid-November.

That split is the announced-versus-closed distinction the headline erases. Roughly 30 percent of the total is a promise from an existing investor, not cash in the bank.

What the notes are and are not

The notes convert into ordinary shares when the IPO completes, and into non-voting shares for Nvidia. The press release gives no discount, no valuation cap and no interest rate. Those three terms decide whether a convertible is cheap money or expensive money, and without them nobody outside the syndicate can price what the $3.36 billion cost.

The participants named in the release include Nvidia, Apollo, Citadel, Hudson Bay Capital, Abu Dhabi Investment Council and 8090 Industries, with Goldman Sachs as placement agent. Chief Executive Josh Payne is the only company executive quoted, and the quote carries no term.

The filing behind the raise

Nscale filed a Form S-1 on Sept. 18 under the ticker NSCL. According to RuntimeWire's reading of the filing, revenue for the first half of 2026 was $140.6 million, against $10.4 million a year earlier, and the net loss was $1.02 billion, against $368.9 million. Full-year 2025 revenue was $33 million.

Annualise the half and revenue is about $281 million. TechCrunch reports the company is expected to be valued at $35 billion and to seek $3 billion in the offering, citing the Financial Times and Bloomberg. That is roughly 125 times annualised first-half revenue, and about 2.4 times the $14.6 billion at which the $2 billion Series C priced in March 2026, per RuntimeWire.

The valuation reports do not agree. RuntimeWire cites Reuters and CNBC for a target near $30 billion; TechCrunch's $35 billion is the higher figure. Neither is a number Nscale has published.

1. H1 2026 revenue140.6 $M
2. H1 2026 net loss1020 $M

Source: Nscale S-1 as reported by RuntimeWire and Startup Fortune, accessed 2026-09-29

The backlog, and what is not committed

The headline contract number is $103.4 billion of total contracted value. The narrower one is $56.4 billion of remaining performance obligations across seven years, according to Startup Fortune, which names Anthropic as the anchor with a $45 billion multi-year compute deal. RuntimeWire puts active contract value at $2.6 billion as of Aug. 31.

The gap between $2.6 billion active and $103.4 billion contracted is the whole story. RuntimeWire quotes the filing as saying Nscale had "not obtained binding commitments for any financing required" for the Anthropic services agreements at the Monarch Compute Campus in West Virginia. The buildings that would earn the backlog are still being paid for.

Measure	Figure	Source
Convertible notes	$3.36 billion	Nscale release
Closed now	$2.36 billion	Nscale release
Nvidia tranche, mid-November	$1 billion	Nscale release
Series C, March 2026	$2 billion at $14.6 billion	RuntimeWire

For comparison, AMD's $8.2 billion stock purchase of World Labs was paid in shares of a public company, which is the liquidity Nscale's noteholders are waiting for. SiMa.ai priced at $1.45 billion in its Series C, against the $30 billion to $35 billion being discussed here.

The next observable event is the pricing of the IPO itself, which will show what the notes convert at and whether the $1 billion from Nvidia arrives in November as scheduled.