Nscale announced $3.36 billion in pre-IPO convertible loan notes on September 25, led by Third Point, per Nscale. The structure is a $2.36 billion initial tranche at closing plus a $1 billion commitment from Nvidia expected in mid-November. Apollo, Citadel, Hudson Bay Capital, the Abu Dhabi Investment Council, and 8090 Industries joined. The notes convert automatically into ordinary shares when the London-based company completes its IPO, and Nvidia's convert into non-voting shares, per TechCrunch.
We covered the $3.5 billion target on September 7. It closed at $3.36 billion. The shape is what to study: convertibles that flip at listing let Nscale take money now and set the price later, which suits a company whose backlog jumped from about $51 billion to $103 billion on a single Anthropic lease. Nvidia taking non-voting shares is deliberate, since the chip vendor funds the landlord, books the systems, and stays off the governance line where an antitrust lawyer would look. For existing holders the conversion price is the term that sets dilution, and it stays unset until the listing.
Third Point is a crossover investor. It wants a listed exit. Nvidia's second tranche arriving in mid-November suggests where the listing window sits, since that money lands when the IPO is close enough to price.
Bottom Line
A $3.36 billion convertible with an unset conversion price is a bet on the listing, and today's mark stays theoretical until then. Watch the November tranche, because a chip vendor funding its own customer at the IPO door is the structure regulators have started asking about.