Nscale is seeking a US$35 billion IPO valuation; a listed Norwegian holding company owns about a fifth of it, last marked at US$14.6 billion

Nscale Ltd, the London-based AI cloud and data-centre developer founded in May 2024, filed a public Form S-1 with the SEC on September 18, 2026 for an initial public offering on the New York Stock Exchange, with Goldman Sachs, J.P. Morgan and Morgan Stanley leading. Bloomberg reported in August that the offering could raise as much as US$3 billion; Fortune, citing the Financial Times, reported on September 21 that the company is seeking a US$35 billion valuation. The Series C round in March 2026, US$2 billion led by Aker ASA and 8090 Industries with Nvidia, Dell, Lenovo, Nokia, Citadel, Jane Street and Point72 participating, valued the company at US$14.6 billion.

The prospectus shows revenue of US$140.6 million for the six months to June 30, 2026, up from US$10.4 million a year earlier, against a net loss of US$1.02 billion; cost of revenue of US$189.6 million exceeded revenue. Remaining performance obligations were US$56.4 billion as of August 31, 2026, within a contracted order book the company puts at roughly US$103 billion, anchored by compute agreements with Anthropic (reported at US$45 billion), OpenAI and Microsoft. Commitments to purchase technology equipment not yet delivered stood at US$24 billion at June 30, with a further US$3.5 billion of data-centre build commitments. The filing discloses that management initially identified substantial doubt about the company’s ability to continue as a going concern because its funding plan relied on uncommitted debt and equity, concluded that deferrable capital expenditure alleviated it, and that on September 15, 2026 Nvidia provided US$3.1 billion through unsecured convertible loan notes. A separate pre-IPO financing has been reported to include up to US$1.5 billion of convertible notes led by Third Point with a conversion cap at a US$30 billion valuation.

Aker ASA’s second-quarter report, published July 16, 2026, states that following the Series C and Nscale’s acquisition of American Intelligence & Power Corporation, Aker’s ownership in Nscale was 22.76% on a fully diluted basis, making Nscale Aker’s second-largest asset at NOK 32 billion, or 26% of gross asset value of NOK 121.3 billion. Aker’s net asset value was NOK 106.1 billion, NOK 1,429 per share, against a share price of NOK 1,148 — a 20% discount. Aker had also agreed to sell Cognite to Schneider Electric at a US$3.1 billion enterprise value for about NOK 14.7 billion in cash, taking its liquidity reserve above NOK 20 billion; Aker’s CEO Øyvind Eriksen sits on Nscale’s board. In the quarter Nscale signed two Microsoft contracts in Portugal and Norway for more than 96,000 Nvidia Rubin GPUs combined and raised US$790 million for its Narvik, Norway build.

Prices verified September 21, 2026: Aker ASA closed at NOK 1,554, up 35% from NOK 1,148 on June 30, 2026, against a six-month high of NOK 1,624 and a six-month low of NOK 1,026. The US dollar traded at about NOK 9.44. On those figures Aker has roughly 74 million shares, so the NOK 32 billion Nscale mark is about NOK 430 per Aker share; a 20% Aker stake at a US$35 billion valuation would be worth about US$7 billion, or NOK 66 billion — roughly NOK 890 per share. Those last two numbers are arithmetic from the published figures, not company disclosures, and assume dilution from the pre-IPO notes and the offering takes Aker’s stake to about a fifth.

Opportunity

The obvious reading is that this is a hot AI-infrastructure IPO with a large, well-covered anchor shareholder, that Aker’s 35% rise since June already reflects it, and that anyone who wants Nscale can simply buy the IPO. The first two are true. Holding the rest of Aker’s portfolio at its June 30 values, an IPO at US$35 billion lifts Aker’s net asset value to roughly NOK 140 billion, about NOK 1,885 per share, which puts today’s NOK 1,554 at an 18% discount — in other words the share price already embeds the reported IPO valuation with Aker’s customary discount left in place.

That is where the question becomes interesting rather than closed. Aker’s discount has historically been applied to a portfolio dominated by an oil producer (Aker BP) and unlisted industrial holdings; after the IPO, close to half of Aker’s gross assets would be a daily-marked, liquid, US-listed AI infrastructure stock, and Aker would be sitting on more than NOK 20 billion of cash from the Cognite sale. Holding companies whose largest asset becomes a liquid listed stake behave in two ways: the discount persists as a permanent tax on indirect ownership, or the parent realises value — sell-down, distribution in specie, or a special dividend — and the discount closes on the announcement. Aker’s own record over the past year is realisation: the Cognite sale, the Aker BioMarine take-private offer, and Akastor’s IPO and sell-down of HMH.

Hypothesis: the market has done the first-order arithmetic on Aker but not the second-order question of what Aker does with a stake that becomes worth more than its oil business, and the Oslo listing means the investor base that can buy Nscale directly is not the one that is pricing Aker. The asymmetry runs both ways: the Third Point conversion cap at US$30 billion suggests sophisticated pre-IPO money negotiated its entry below the reported target, so an IPO priced at US$25 to 30 billion would leave Aker’s share price with little support from the Nscale mark alone. This is an inference about how the two share registers relate, not a sourced fact.

How it could play out

Nscale prices its IPO, possibly within weeks, and Aker’s stake becomes a daily-marked line worth two to three times its June carrying value. Aker’s third-quarter report restates net asset value on the listed price, and the stock either holds its 20% discount — in which case the research question is whether that discount is now too wide for a holding company that is half cash and listed AI infrastructure — or Aker signals a sell-down or distribution after the lock-up, and the discount compresses. Nscale itself then has to deliver: the order book converts into revenue only as sites in Norway, Portugal, the UK and the US come online against US$24 billion of equipment commitments, and the going-concern language in the filing shows what happens if the equity market shuts. The possible investment implication is a listed, discounted, currency-diversified way to hold the IPO with a catalyst calendar (pricing, first quarterly NAV, lock-up expiry) attached — or, in the other direction, a way to see an over-valued IPO reflected in a stock whose other assets are easier to value.

Questions worth asking

• What Nscale valuation does Aker’s current share price imply once the rest of the portfolio is marked to market and Aker’s historical discount range is applied? If the answer is already US$35 billion or more, the proxy is not cheap and the work stops there.
• What is Aker’s stake after the Nvidia notes, the Third Point notes and the primary offering convert, and at what discounts? The prospectus’s capitalisation table answers this and the 22.76% figure will be wrong by then.
• What does Aker intend to do with the stake — hold, sell down after lock-up, or distribute? Its actions on Cognite, HMH and Aker BioMarine in the past year are the evidence.
• Do holding companies re-rate when their largest asset becomes a liquid listed stake? The comparators are Kinnevik and Investor AB in Stockholm, Prosus with Tencent, and Exor with Ferrari — the discount narrowed in some cases and widened in others.
• Is there operating exposure beyond the stake: Nscale’s Norwegian sites need power and construction, and Aker’s group companies are Norwegian industrial contractors.
• What do CoreWeave and Nebius trade at on remaining performance obligations, and where would Nscale’s US$56.4 billion put it — because that multiple, not the Series C, sets the mark.

Where to look

• Aker ASA (AKER.OL) — the listed proxy: 22.76% fully diluted owner of Nscale at June 30, 2026, with the stake carried at NOK 32 billion and the stock at a discount to net asset value
• Nscale (NYSE: NSCL, pending) — the direct expression once listed; the filing carries the going-concern discussion and the capitalisation table that resolves the ownership question
• CoreWeave (CRWV) and Nebius (NBIS) — the listed AI-cloud comparables whose multiples of contracted backlog will price the IPO
• Nokia (NOKIA.HE) — a Series C investor and network supplier to Nscale; a much smaller and less direct exposure

Thesis check

The chain is well documented: the stake, the carrying value and the discount are in Aker’s own report, the IPO terms and losses are in Nscale’s SEC filing, and the catalyst is weeks away. The weak link is that Aker’s share price has already risen 35% since June 30, roughly what a US$35 billion listing with an unchanged holding-company discount would justify, so the opportunity depends on either the discount behaving differently once the stake is listed or the IPO pricing away from the reported target — and Nscale’s own filing, with a negative gross margin, a US$1 billion half-year loss and going-concern language, means the mark can fall as easily as rise.

Sources

Nscale Form S-1, SEC, Sep 18 2026 · Fortune, Sep 21 2026 · Bloomberg, Sep 18 2026 · SiliconANGLE, Sep 18 2026 · Aker ASA Q2 2026 results release, Jul 16 2026 · Datacenter Forum, Mar 10 2026 · Yahoo Finance, Sep 2026