Nscale

Nscale provides computing infrastructure for training and running artificial intelligence models. Based in London, the company combines data centers, GPU processors and cloud software. Its customers need computing capacity to develop AI and run deployed models in applications.

The platform includes dedicated GPU servers, virtual machines and tools for scheduling distributed workloads. Customers can rent infrastructure for their own models or use managed services to run and fine-tune AI without configuring servers themselves.

The business provides computing capacity and cloud services. Nscale develops projects in Europe and North America and seeks to control several stages, from securing power and building sites to operating hardware and managing workloads.

This model requires substantial upfront investment. Performance depends on construction schedules, access to energy and equipment, capacity utilization and delivery under customer contracts.

Regolith accepts preliminary applications to participate in Nscale’s IPO through a booking format. You deposit funds and reserve participation in the future offering. The company has filed an S-1 registration statement and applied to list on NYSE under the ticker NSCL. The final timing, offering price and number of shares have not yet been determined.

If the IPO takes place and an allocation is granted, the booking automatically converts into a share purchase at the actual IPO price within the allocated amount. If the offering does not take place or no allocation is provided, the booking is cancelled and the funds are returned to your account.

The minimum participation amount is $1,000. A 93-day lock-up period applies after the IPO, during which the shares cannot be sold. The entry fee is 5% and the performance fee is 30%.

Submitting an application does not guarantee an allocation of shares. IPO investments involve the risk of a decline in the value of your investment and do not guarantee returns.

• Infrastructure and software: Nscale combines physical computing capacity with a unified cloud platform. Management tools schedule jobs, monitor GPU health and help keep large clusters running.
• Microsoft partnership: in April 2026, Nscale expanded its agreement for the Narvik campus in Norway. The project plans to add more than 30,000 NVIDIA Rubin GPUs in 2027. This is a deployment plan, rather than a count of processors already operating.
• AI development in Europe: Nscale, Aker and OpenAI announced Stargate Norway, a project to build a major AI computing site using renewable energy. Construction and deployment require time and capital.
• Investors: in March 2026, the company raised $2 billion in Series C funding at a $14.6 billion valuation. Aker and 8090 Industries led the round, with investors including NVIDIA, Dell and Nokia. The private round valuation does not determine the final IPO valuation.
• Contracts and financing: in September 2026, Nscale reported total contracted value exceeding $103 billion. This relates to future contract delivery and is not revenue already earned. The announced $3.36 billion convertible financing includes $2.36 billion at closing and a $1 billion NVIDIA commitment expected to be funded in November 2026.
• Financial performance: Reuters reported on September 18, 2026, citing IPO documents, that revenue for the first half of 2026 reached $140.6 million, compared with $10.4 million a year earlier. Net losses reached $1.02 billion. Sales growth is accompanied by substantial spending.
• Key risks: the business depends on large customers, GPU supply and access to energy. Construction delays, debt servicing costs and lower utilization could weaken financial performance.

Nscale was founded in 2024. Founder and CEO Josh Payne focused the business on computing infrastructure for artificial intelligence. The company emerged from stealth in May 2024 and announced a $155 million Series A round led by Sandton Capital Partners in December.

During 2025, Nscale expanded its cloud services and international project portfolio. It announced a $1.1 billion Series B round and developed partnerships with Microsoft, NVIDIA, OpenAI and Aker. Stargate Norway became one of its major projects.

In 2026, expansion extended to energy and the software platform. In March, Nscale announced an agreement to acquire American Intelligence & Power Corporation, including the Monarch campus in West Virginia. This expanded its plans to combine power generation and computing infrastructure.

In July 2026, Nscale entered into an agreement to acquire Anyscale, founded by the creators of the open-source Ray framework. Anyscale’s software helps distribute data processing, model training and inference across large numbers of GPUs. Completion is subject to approvals; the announcement anticipated closing in the second half of 2026.

On September 18, 2026, Nscale announced its S-1 filing with the SEC for a proposed IPO. Confirmation of the final offering terms is the next step. Filing documents does not guarantee that the IPO will take place within a specific timeframe.

1. What is an IPO?

An IPO (Initial Public Offering) is the first public offering of a company’s shares. It allows the company to raise capital from investors and begin trading its shares on a stock exchange.

2. Where do IPOs take place?

Companies conduct IPOs on major stock exchanges around the world. In the United States, these are primarily NYSE (New York Stock Exchange) and Nasdaq. After listing, shares begin trading on these exchanges, where their market price is determined.

3. What is an allocation?

An allocation is the number of shares or participation amount assigned to an investor in an offering. It may be smaller than the amount requested and depends on demand and the available supply of shares.

4. How much allocation does an investor receive?

The allocation depends on the terms of the offering, demand, and the available supply of shares. The exact allocation is not known in advance. Once the distribution of shares is confirmed, investors are informed of their actual participation amount.

Example: Bullish IPO

An investor submitted a $10,000 application. The allocation was 29.6%, meaning $2,960 was allocated to the IPO.

The remaining $7,040, including the applicable purchase fee, was returned to the investor's account balance and made available for withdrawal.

5. Why do companies go public?

To raise capital for growth, increase brand recognition, and allow early investors and employees to sell some of their shares.

6. How does participating in an IPO differ from buying shares on an exchange?

In an IPO, you participate in a share purchase at the offering price before exchange trading begins. After listing, shares are purchased at the current market price, which may be higher or lower than the IPO price.

7. What do I receive by participating in an IPO through Regolith?

Once participation is confirmed and an allocation is granted, your funds are used to purchase company shares in the IPO through Regolith’s partner infrastructure. After the shares are sold, the proceeds are distributed among investors in proportion to their participation, taking account of the fees specified in the agreement. The financial result may be positive or negative.

8. What is a lock-up period and how long does it last?

A lock-up is a period during which shares cannot be sold. For this offering, it lasts 93 days after the IPO. Shares cannot be sold during the lock-up. After it ends, the shares are sold on the exchange, and the proceeds are distributed among investors under the terms of the agreement.

9. How does participating through the platform differ from buying shares independently?

Independent IPO participation requires a broker that provides access to the offering. Investor requirements, minimum amounts, and available allocations depend on the broker and the transaction. The platform pools investor capital and arranges participation through partner infrastructure.

10. Who facilitates participation in the IPO?

We work through a US structure that cooperates with a licensed broker in the United States. The partner selects prospective IPOs and participates in offerings in its own name.

11. How is the transaction structured legally?

The investor enters into an offer agreement / investment product participation agreement. Regolith then transfers funds to its partner structure, Wealthy Labs Limited (the provider), which enters into a forward contract with the broker and handles all transaction operations. Once the transaction is completed, the provider transfers the financial result to Regolith, which distributes the amount among investors.

12. Is there a minimum participation amount?

Yes. The minimum participation amount for this offering is $1,000.

13. Will exchange-listed shares be credited to my personal brokerage account?

No. Shares are purchased and held in the brokerage account of the partner infrastructure. After the lock-up period, the broker sells them on the exchange and transfers the proceeds for distribution among investors.

14. Can the shares be transferred directly to my brokerage account?

This option is not available, as participation is arranged through a forward contract with the partner’s brokerage infrastructure. The transaction is executed in the partner’s name, and settlements with investors are handled through the platform. Our platform acts as an intermediary in the transaction.

15. How can I sell my shares after the IPO?

The sale takes place automatically: after the lock-up period, the partner broker sells the shares on the exchange. We then distribute the proceeds among investors in proportion to their participation in the transaction.

16. What risks are involved in IPO investments?

IPOs are high-risk investments. The share price on the first trading day and after the lock-up period may fluctuate significantly and fall below the offering price. Macroeconomic and industry factors also affect the result. The offering may be postponed or cancelled. During the lock-up, investors cannot exit the transaction even if the share price declines.

17. Can I know in advance how much I will earn?

IPO returns are not guaranteed in advance. The final result depends on the share price when the shares are sold after the lock-up, overall market conditions, the company’s financial performance, and transaction fees. Losses are possible.

18. Can I verify that Regolith actually participates in the IPO?

We publish all available transaction information in the personal account. We also have an agreement disclosing the infrastructure through which we participate in transactions. Supporting documents from brokers and partners are not disclosed, as they contain confidential information and are protected by contractual arrangements.

19. What does a preliminary IPO participation application mean?

A preliminary application allows you to express interest in participating in an IPO before the final offering terms are confirmed. You submit an application and deposit funds through a booking format. If the IPO takes place and an allocation is granted, the deposited funds are used to purchase shares at the actual IPO price within the allocated amount. If the offering does not take place or no allocation is provided, the booking is cancelled and the funds are returned to your account. The timing and terms of the offering may change. Submitting an application does not guarantee an allocation of shares.