InfraCompute / Deals
Nscale: Pre-IPO convertible loan-note subscription (initial minimum)
Convertible notes for Nscale, US$2.1bn, 15 September 2026.
Key terms
- Borrower or issuer
- Nscale
- Date
- 15 September 2026
- Structure
- Convertible notes
- Amount
- US$2.1bn
- Pricing
- Not disclosed
- Tenor
- convert automatically into shares on IPO
Recorded terms
- Lender type
- Bonds and securitisationsStructure: convertible
- Tenor
- convert automatically into shares on IPO
- Security
- unsecured
- Lenders and arrangers
- Goldman Sachs
Parties
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Same structure, other borrowers, closest in date.
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Filed documents and legal terms
The documents behind this financing that are filed on SEC EDGAR, with the governing law each states. Read any document in full before relying on it; filers may redact commercial terms.
- Filed documents
- 5
- Governing law
- New York law
- Quoted in the clause and contract libraries
- 0
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
From the Amendment No. 2 to Revolving Credit and Guaranty Agreement, 30 Jun 2026 (S-1 Ex 10.18(b)), filed with the SEC.
| Filed document | Dated | Governing law | In InfraCompute |
|---|---|---|---|
| Nscale Limited Form S-1 registration statement, 18 Sep 2026 (prospectus: debt descriptions, exhibit index) | 18 September 2026 | – | – |
| Amendment No. 2 to Revolving Credit and Guaranty Agreement, 30 Jun 2026 (S-1 Ex 10.18(b)) | 30 June 2026 | New York law | – |
| Amendment No. 1 to Revolving Credit and Guaranty Agreement, 17 Jun 2026 (S-1 Ex 10.18(a)) | 17 June 2026 | New York law | – |
| Amendment No. 3 to Credit Agreement, 29 Apr 2026 (S-1 Ex 10.17) | 29 April 2026 | New York law | – |
| Amendment No. 2 to Credit Agreement, 30 Mar 2026 (S-1 Ex 10.16) | 30 March 2026 | New York law | – |
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Sources
- Nscale September 2026 S-1 — selected indebtedness and financial-note paragraphsSource date: 18 September 2026
- Nscale Raises $3.36 Billion in Pre-IPO Convertible FinancingSource date: 25 September 2026
About this record
Compiled from the sources above. Terms are as announced and may have changed since. Methodology · Send a correction.
