$3.36 Billion in Convertible Notes, $103 Billion in Backlog: Nscale Loads Up Before Its IPO

Nscale, the London-based “full-stack AI cloud” provider that has become one of the most aggressive data center builders on either side of the Atlantic, has closed a $3.36 billion convertible loan note round led by Dan Loeb’s Third Point — its final and largest capital maneuver before a hotly anticipated New York Stock Exchange debut under the ticker NSCL.

The financing, announced September 25, consists of an initial $2.36 billion tranche that funded at closing and an additional $1 billion commitment from Nvidia expected to land in mid-November. The notes convert automatically into ordinary shares — non-voting shares in Nvidia’s case — upon completion of the IPO, effectively letting Nscale pull forward billions in hardware procurement without setting a public price first.

Who put money in

The investor list reads like a cross-section of institutional AI-boom capital. Alongside Third Point and Nvidia, the round included funds managed by Apollo, Citadel, Hudson Bay Capital, the Abu Dhabi Investment Council, and 8090 Industries, with Davidson Kempner, Qube Research & Technologies, Wellington Management, Context Capital, LionTree, Javelin Venture Partners, and Irving Investors also participating. Goldman Sachs acted as placement agent.

The structure matters as much as the size. A convertible note that flips into equity at listing is a bet that the IPO prices — and prices well. It gives Nscale cash today for GPUs and concrete, while deferring the valuation argument to the market. For Third Point, it’s exposure to the AI infrastructure buildout through a hedge-fund-friendly instrument. For Nvidia, whose name appears on nearly every significant neocloud cap table in some form, it’s another way to keep its best customers liquid enough to keep buying.

$103 billion and climbing

The number that will anchor the roadshow: over $103 billion in total contracted value (TCV). That figure has roughly doubled in a matter of months — Nscale’s August IPO reports cited around $51 billion in contracted revenue, and the S-1 filed September 18 with the SEC now discloses $103.4 billion in active and contracted AI infrastructure deals.

Two customers dominate that backlog. Microsoft has signed up for as much as $43.8 billion through 2033, and Anthropic for as much as $44.6 billion — the latter anchored by the roughly $45 billion, six-year deal for ~460 megawatts of Nvidia Vera Rubin capacity at Nscale’s Monarch Compute Campus in West Virginia that made headlines in late August. Together, two tenants account for the overwhelming majority of the contracted book.

That concentration cuts both ways. It’s the strongest possible signal of demand — frontier labs and hyperscalers locking in capacity years ahead — but it also means Nscale’s equity story is effectively a leveraged bet on the durability of a handful of AI capex budgets. The S-1 reportedly flags “going concern”-adjacent worries in its pre-deal finances (a Fortune summary of the filing noted the Nvidia-affiliated deals were what quieted them), and the company spun out of a cryptocurrency mining firm only a few years ago.

From crypto mine to $35 billion listing

Nscale’s trajectory has been vertiginous even by 2026 standards. A $2 billion Series C in March 2026 valued the company at $14.6 billion. Reports around the IPO now target a valuation of $30–35 billion, with the company seeking to raise roughly $3 billion in the offering itself. It has raised over $4.5 billion in equity since September 2025 alone, on top of this week’s convertible.

The governance bench has been upgraded accordingly. On September 22, Nscale announced that Frank Slootman — the chairman and former CEO of Snowflake, one of the most successful software IPO operators of the past decade — joined its board as an independent director, alongside Fiserv legal chief Adam Rosman arriving as Chief Legal Officer. Hiring Slootman to shepherd an infrastructure listing is a statement: he ran ServiceNow and Snowflake through their most explosive growth phases, and his presence is a clear pitch to public-market investors that this is a disciplined operator’s company, not a crypto pivot in a trench coat.

Founder and CEO Josh Payne framed the raise in exactly those terms: “This marks a milestone for Nscale as we continue scaling our full-stack AI infrastructure to meet unprecedented global demand. With the backing of these world-class investors, we are strongly positioned to accelerate our data center buildouts globally.”

The neocloud endgame

Nscale is one of a handful of independent AI cloud providers — CoreWeave, Crusoe, Nebius, Together, and others — that spent 2025 and 2026 racing to convert speculative demand for GPU capacity into long-term, investment-grade contracts. The sector’s playbook has converged: lock anchor tenants (frontier labs, hyperscalers), sign multi-year take-or-pay leases, raise debt and equity against that backlog, build faster than rivals, and then list.

CoreWeave proved public markets would fund the model; Nscale is the next major test, and its S-1 lands in a week when the infrastructure side of the AI boom is under fresh scrutiny — Oracle issuing a force-majeure notice on its 2.45-gigawatt Project Jupiter campus over grid delays, and analysts questioning how much of the contracted backlog converts to revenue on schedule.

What distinguishes Nscale’s pitch is vertical integration: the company markets itself as spanning “behind-the-meter power plants to liquid-cooled AI data centers and large-scale GPU clusters,” owning more of the stack than pure GPU renters. Whether that’s worth a $35 billion ticket is the question the NYSE will shortly answer.

For now, the war chest is full, the backlog is booked, and the ticker is reserved. The convertibles clear on listing day — one way or another, everyone involved has priced in that the bell rings.