Nscale's $3.36 Billion Pre-IPO Notes Are Priced Off a $30 Billion Cap

Nscale has closed $3.36 billion in convertible notes ahead of a New York listing, and the number tells you less than the terms attached to it. The London AI data-centre company has $2.36 billion in hand and a further $1 billion, from Nvidia, due in mid-November, so the headline figure is part closed and part promised.

TechCrunch reported the financing on Sept. 25, and The Next Web's account supplies the structure. Third Point led, with Nvidia, Apollo, Citadel, Hudson Bay Capital, the Abu Dhabi Investment Council and 8090 Industries also in the notes. Goldman Sachs was placement agent. The round came in about $140 million under the $3.5 billion Nscale was seeking.

What the notes actually do

The notes convert into equity when the IPO completes, at the IPO price minus a discount The Next Web describes as double-digit. The conversion price stops moving above a $30 billion valuation. Nvidia's shares convert into a non-voting form.

That cap matters because the company is aiming higher. The Financial Times, as relayed by The Next Web, puts the target listing valuation at up to $35 billion, and TechCrunch says Nscale wants to raise about $3 billion in the offering itself. The company filed for the NYSE under the ticker NSCL the week before the financing was announced.

Neither source publishes the discount percentage, and that is the figure that decides what the pre-IPO holders pay for their shares. Until the prospectus shows it, the effective entry price is unknown.

The multiple the filing implies

Per The Next Web, Nscale's revenue for the first half of 2026 was $140.6 million, 13 times the same period a year earlier, against a net loss of $1.02 billion. Contracted backlog stood at $103.4 billion, up from $38 billion at the end of 2025.

Set a $35 billion valuation against those figures. It is about 124 times annualised first-half revenue, taking $140.6 million twice, and about one-third of contracted backlog. A buyer who believes the backlog converts to revenue is paying 0.34 times it. A buyer who looks at the half-year income statement is paying more than a hundred times sales for a company that lost more than seven times what it sold.

Figure (H1 2026 unless stated)	Value	Source
Revenue	$140.6 million	The Next Web
Net loss	$1.02 billion	The Next Web
Contracted backlog	$103.4 billion	The Next Web
Backlog at end of 2025	$38 billion	The Next Web
Convertible notes	$3.36 billion	TechCrunch

1. End of 202538 $bn
2. Mid-2026103.4 $bn

Source: The Next Web, accessed 2026-10-07

The backlog nearly tripled in six months, which is the strongest number in the file. It is also a contract figure, not cash. TechCrunch ties the company's projects to data-centre campuses in Norway and West Virginia, and neither source says how much of the backlog depends on capacity that is not yet running.

Why a convertible

A convertible note lets investors fund before the price is set and take a discount to whatever the market pays. For a company that has already filed publicly, it moves risk onto the IPO window: if the listing prices below the cap, the discount applies to a lower base.

Nscale has also been buying. Crunchbase counted its $1.65 billion purchase of Anyscale as the largest disclosed deal among venture-backed AI acquirers in 2026. For scale against other rounds on this site, EliseAI raised $350 million at a $4 billion valuation and Type One Energy raised a $200 million Series B. Nscale's notes alone are more than nine times the larger of those.

What would confirm it

The financing is closed in part. The next observable events are Nvidia's $1 billion in mid-November and a public prospectus with a price range. The discount percentage and the range will show whether $35 billion was a target or a price.