As filed with the Securities and Exchange Commission on September 18, 2026.

Registration No. 333‑

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Nscale Limited*

(Exact Name of Registrant as Specified in its Charter)

Level 5, 16 New Burlington Place

London W1S 2HX

United Kingdom
+44 (0) 208 740 7575

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Nscale Operations US, LLC

109 N Post Oak Lane, Suite 140
Houston, Texas 77024

(832) 551-3300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post‑effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post‑effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

* On May 4, 2026 and May 5, 2026, we consummated a corporate reorganization and as a result Nscale Limited, a private company limited by shares under the laws of England and Wales, is the ultimate holding company of Arkon Energy Pty Ltd. and, directly and indirectly, of Nscale Global Holdings Limited. Prior to the consummation of this offering, Nscale Limited will re-register as a public limited company and change its legal name to Nscale plc.

TABLE OF CONTENTS

Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus we have prepared, and neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. We and the underwriters are offering to sell ordinary shares and seeking offers to purchase ordinary shares only in the United States and certain other jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of ordinary shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus outside the United States.

About This Prospectus

Prior to this offering, we conducted our business through Nscale Global Holdings Limited. On May 4, 2026 and May 5, 2026, we consummated a corporate reorganization and as a result Nscale Limited, a private company limited by shares under the laws of England and Wales, is the ultimate holding company of Arkon Energy and, directly and indirectly, of Nscale Global Holdings Limited. Prior to the consummation of this offering, Nscale Limited will re-register as a public limited company and change its legal name to Nscale plc. The foregoing transactions are herein referred to collectively as the Reorganization. See “Corporate Reorganization” for a description of the Reorganization. This registration statement, including the prospectus contained herein, includes the audited consolidated financial statements, unaudited interim condensed consolidated financial statements, summary consolidated financial and other data of Nscale Global Holdings Limited, which holds all of our operating subsidiaries and, after the Reorganization and this offering, will be a direct wholly owned subsidiary of Nscale plc. The securities issued to investors in this offering will be ordinary shares of Nscale plc.

Except where the context otherwise requires or where otherwise indicated, the terms “Nscale,” the “Company,” the “Group,” “we,” “us,” “our,” “our company” and “our business” refer to (i) Nscale Limited, a privately held company limited by shares, incorporated in England and Wales and its consolidated subsidiaries prior to the completion of the Reorganization and (ii) Nscale plc and its consolidated subsidiaries after the completion of the Reorganization. See “Corporate Reorganization” and “Description of Share Capital and Articles of Association.”

Market and Industry Data

Within this prospectus, we reference information and statistics regarding (i) our industry, (ii) the markets for our products, and (iii) the size and growth rate of the markets in which we participate. We are responsible for these statements included in this prospectus. We have obtained this information and statistics from our own internal estimates, surveys and research, as well as from various independent third‑party sources and publicly available data.

Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. These forecasts and forward‑looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

Trademarks, Service Marks and Trade Names

We have proprietary rights to certain trademarks, service marks and trade names used in this prospectus that are important to our business, including but not limited to Nscale and the Nscale logo, certain of which are registered, or for which applications for registration are pending, in various jurisdictions.

This prospectus contains additional trademarks, service marks and trade names of others, which are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus appear without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

Presentation of Financial and Other Information

On May 4, 2026 and May 5, 2026, we consummated a corporate reorganization and as a result Nscale Limited, a private company limited by shares under the laws of England and Wales, is the ultimate holding company of Arkon Energy and, directly and indirectly, of Nscale Global Holdings Limited. Prior to the consummation of this offering, Nscale Limited will re-register as a public limited company and change its legal name to Nscale plc. See “Corporate Reorganization” for a description of the Reorganization.

Except as otherwise disclosed in this prospectus, the historical consolidated financial statements, the summary historical consolidated financial data, and the other financial information included elsewhere in this prospectus have been prepared in U.S. dollars in accordance with accounting principles generally accepted in the United States (“GAAP”). This historical financial information gives effect to the 60-for-1 forward stock split that occurred in May 2026 pursuant to the Reorganization but does not give effect to the Subsequent Reorganization Steps (as defined below) or this offering.

We present our consolidated financial statements in U.S. dollars, which is our functional and presentational currency. All references in this prospectus to “dollar,” “USD” or “$” mean U.S. dollars, all references to “£,” “GBP” or “Pounds Sterling” mean British pounds sterling and all references to “Euro” or “€” mean the currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

The acquisitions undertaken during the six months ended June 30, 2026, fiscal years ended December 31, 2025 and December 31, 2024, whether taken into consideration individually or as a group of related businesses, are not “significant” for purposes of Rule 3‑05 of Regulation S‑X. Therefore, we are not required to, and have elected not to, provide separate historical financial information in this prospectus relating to these acquisitions.

Non‑GAAP Financial Measures

Certain parts of this prospectus contain non‑GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted operating loss and Adjusted operating loss margin. These non‑GAAP financial measures are presented for supplemental informational purposes only and should not be considered a substitute for net loss, net loss margin, operating loss and operating loss margin or any other financial information presented in accordance with GAAP and may be different from similarly titled non‑GAAP measures used by other companies and may not be identical to corresponding measures in our various agreements.

For additional information regarding our non-GAAP financial measures, and for a reconciliation of each such non-GAAP measure to its most directly comparable GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Glossary of Certain Terms

The following are abbreviations, acronyms and definitions of certain terms used in this document:

Letter from Our Founder

To Our Prospective Shareholders,

I founded Nscale based on a simple and powerful belief: artificial intelligence is the fourth industrial revolution.

The world is observing the largest technological shift in history. The response has been an explosion of building. Every sector is being reshaped. Drug discovery timelines are shrinking. Engineering cycles are becoming automated end-to-end. Scientific research is compressing from years to weeks. Entire categories of software are being rebuilt. Frontier labs, enterprises, and sovereign states are committing capital at an unprecedented pace and scale, all racing toward the same objective: to build intelligence and put this technology into the hands of the many.

But every one of them runs into the same constraint.

These extraordinary AI capabilities do not simply materialize. They are manufactured, requiring physical infrastructure of extraordinary scale and complexity. Ambition may be unlimited, but the capacity to deliver it is not. Infrastructure is the defining constraint of the age, and it will decide which nations lead, which companies win, and which products become ubiquitous.

The constraint is not simply a shortage of chips. It is land, in the right place, with the right connectivity. It is power, secured, and delivered at gigawatt scale. It is the data center, built for densities and cooling loads that are increasing every year. It is the silicon, integrated and clustered in some of the largest single machines in the world, optimized for the highest performance. It is the cloud platform that orchestrates and runs the workload efficiently. And it is the AI services layer that turns raw capability into intelligence that a business, a hospital, or a government can use and deploy.

Every layer is a bottleneck. If any layer is constrained, it impacts everything above it. If any layer is not optimized, it slows down everything above it.

The entire vertical stack must be integrated from the ground up as a single unified system, delivered globally, at scale, with the highest performance. That is the foundation.

Whoever builds the foundation upon which the AI market sits will build a generation-defining company.

Nscale is building that foundation.

The Founding Thesis

When I set out on this journey in August 2023, I had just finished consolidating hundreds of megawatts of land and power in the lowest-cost markets in the world, with the intention of building a data center platform. The “ChatGPT moment” was nine months earlier, and by the time GPT-4 shipped in March 2023, data center demand was compounding quickly.

As we engaged prospective customers for our data center platform, I ran a deep analysis on the sector. It became clear that the market was both fragmented and in its infancy, and not prepared to deliver on the wave of incoming demand.

So I asked a simple question: “What does it take to build the infrastructure platform that delivers this technology at a global scale?” The answer was full vertical integration. Own the land, the power, the data center, the chips and the software. Delivered end-to-end in a single unified system, purpose-built from the ground up to deliver speed, performance, and efficiency on the most demanding AI workloads.

Upon this realization, we went into stealth, hired world-class leaders in each function who have operated at scale, and we launched the platform as Nscale in May 2024. From inception, we built Nscale with an infrastructure-first thesis, building against contracted customer demand, underwriting projects to attractive long-term returns, maintaining prudent leverage and seeking to match the duration of our capital commitments with the strong revenues supporting them. That discipline remains central to how we scale.

Since launch, we have experienced exponential growth and demand for our services. We have also compounded every layer of our vertical integration, bringing more capability in-house, adding margin, removing cost, and further extending our control of each layer of the AI value chain. All of this is translating to less risk and more value for our customers.

In only two and a half years, we have scaled from $100 million in total contracted value to over $103 billion. Our power pipeline has grown from 750 MW to 10 GW+ owned and controlled. Our team has grown from 40 to over 1,000. We’ve expanded our customer base and now operate in 14 regions. Each milestone is built on the last, and we are just getting started.

Nscale Infrastructure

Nscale Infrastructure is the physical foundation of our platform – land, power, data centers, and large-scale AI clusters owned and controlled end-to-end that allow our hyperscale customers to train, deploy, and run inference at scale.

Today, Nscale Infrastructure represents the majority of our business. We serve some of the largest companies on Earth through strategic partnerships and long-term agreements. This is the foundation that funds the continued buildout of our global footprint, and we believe the opportunity ahead here is vast. With a 10 GW+ portfolio of owned and controlled power, we expect significant expansion in Nscale Infrastructure as we grow with our existing customers, and contract and scale new customers building and delivering frontier intelligence.

Nscale Cloud

Nscale Cloud extends our platform beyond large-scale AI infrastructure. Our vision is to build the engine of superintelligence, the backbone of the intelligence economy.

Nscale Cloud expands the capabilities of Nscale Infrastructure with a full-stack cloud platform that allows AI natives and enterprises to generate value with AI. With Nscale Cloud, we abstract away the complexity of managing infrastructure, expanding into platform and AI services including fine-tuning and inference services. Nscale Cloud captures more of our customers' workloads, and drives high-value platform and service revenues on top of our global AI infrastructure platform.

Through Nscale Cloud we will unlock high-margin full-stack AI cloud revenues while building a more diversified customer portfolio of frontier labs, developers, AI natives, and enterprises. We believe many of these customers will become some of the largest companies on Earth. We also see a significant and growing opportunity in sovereign AI, as nations increasingly seek to build and control their own AI infrastructure and capability rather than rely on others. Nscale is well positioned to serve this demand as a trusted, sovereign-capable platform. This is particularly true in Europe, where the need for sovereign AI infrastructure is especially acute, and where our British domicile positions us as a natural, trusted partner.

Central to our offering is our announced acquisition of Anyscale, the company behind Ray, the leading open-source framework for distributed compute. This is the first step in a broader strategy to build out our platform layer. It reflects conviction that open-weight models, alongside open-source infrastructure, are foundational to how AI gets built and deployed. It also moves us further up the stack, closer to owning the workload itself, not just the infrastructure beneath it. We expect to continue innovating and expanding our platform capabilities as the market and our customers’ needs evolve.

Impact

When I started this journey, the premise was simple: we couldn’t just build at scale; we had to build responsibly. Our commitment to the communities in which we live and work and our stewardship of the environment remain paramount. We maintain these founding commitments, whether it’s harnessing renewable energy, drawing on behind-the-meter energy generation to protect regional grids and consumers, capturing waste heat for local industries and agriculture, or investing deeply in providing services to the communities where we build. We make sure our growth strengthens communities across the globe.

The Future

AI will redefine how we live and work for generations to come, creating new opportunities for people, businesses and economies around the world. We are not simply building for the demand we see today; we are building the platform for what comes next.

We move with speed. We approach opportunity with conviction. We approach risk with discipline. We have leaders in each function who have operated at global scale. We have a deep bench of directors who have operated platforms of trillion-dollar scale, with products used by billions of people.

And while we have come a long way in a short time, measured against the scale of the opportunity before us, we are just getting started.

Thank you for joining us on this journey.

Risk Factors

You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making a decision to invest in our ordinary shares. Our business, financial condition, results of operations or prospects could be materially and adversely affected by any of these risks and uncertainties. The trading price and value of our ordinary shares could decline due to any of these risks and uncertainties, and you may lose all or part of your investment. This prospectus also contains forward‑looking statements that involve risks and uncertainties. See the section titled “Cautionary Statement Regarding Forward‑Looking Statements.” Our actual results could differ materially from those anticipated in these forward‑looking statements as a result of certain factors, including the risks and uncertainties faced by us described below and elsewhere in this prospectus. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business, financial condition, results of operations, or future prospects.

Risks Related to Our Business and Industry

Our recent growth may not be indicative of our future growth, and if we do not effectively manage our future growth, our business, operating results, financial condition, and future prospects may be adversely affected.

We were incorporated in May 2024 and have experienced significant growth in a short period of time. Our revenue was $140.6 million and $10.4 million for the six months ended June 30, 2026 and 2025, respectively, and $33.0 million and $19.1 million for the years ended December 31, 2025 and 2024, respectively. Investors should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. See also “—Our operating results may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results to fall below expectations.” Even if our revenue continues to increase, our revenue growth rate is expected to decline in the future as a result of a variety of factors, including the maturation of our business. Overall growth of our revenue will depend on a number of factors, including but not limited to our ability to:

In addition to the factors discussed above, our revenue growth may also be impacted by industry‑specific factors, particularly the continued development of AI, including advancements in AI technology that may lead to further compute efficiencies, the broader adoption, use, and commercialization of AI technologies and any impacts of the developing AI regulatory environment.

As many of these factors are beyond our control, it is difficult for us to accurately forecast our future operating results. If the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, we may be unable to maintain consistent revenue or revenue growth, our share price could be volatile, and it may be difficult to achieve and, if achieved, maintain profitability. In addition, changes in the macroeconomic environment, including actual or perceived global banking and finance related issues, domestic and foreign regulatory uncertainty, changes in trade policies (including the imposition of tariffs, trade controls and other trade barriers or retaliation for those measures by other governments), labor shortages, supply chain disruptions, volatile interest rates and inflation, spending environments, geopolitical instability, warfare and uncertainty, including the effects of the conflicts in the Middle East and Russia/Ukraine and tensions between China and Taiwan, weak economic conditions in certain regions, or a reduction in AI spending regardless of macroeconomic conditions may impact our growth.

In addition, as we have grown, our number of customers has increased, and we have increasingly managed more complex deployments of our infrastructure in more complex computing environments. The rapid growth and expansion of our business places a significant strain on our management, operational, engineering, and financial resources. To manage any future growth effectively, we must continue to improve and expand our infrastructure, including IT and financial infrastructure, our operating, financial and administrative systems and controls, and our ability to manage headcount, capital, and processes in an efficient manner. If we do not manage future growth effectively, our business, operating results, financial condition, and future prospects would be harmed.

If we continue to experience rapid growth, we may not be able to successfully implement or scale improvements to our systems, processes, and controls in an efficient, timely, or cost‑effective manner. As we grow, our existing systems, processes, and controls may not prevent or detect all errors, omissions, or fraud. Any future growth will continue to add complexity to our organization and require effective coordination throughout our organization. Failure to manage any future growth effectively could result in increased costs, cause difficulty or delays in deploying our platform to new and existing customers, reduce demand for our platform, and cause difficulties in introducing new products and solutions or other operational difficulties, and any of these difficulties would adversely affect our business, operating results, financial condition, and future prospects.

Our business is vertically-integrated and therefore highly capital-intensive, and we will require additional capital to fund our business and support our growth, and any inability to generate or obtain such capital on acceptable terms, if at all, or to lower our total cost of capital, may adversely affect our business, operating results, financial condition, and future prospects.

Our business and operations are in their early stages of development and are highly capital intensive, with high levels of capital intensity meaningfully contributed to by our vertically-integrated business model. We have made significant financial investments in our business, and we intend to continue to make such investments in the future, including expenditures to procure components for, maintain, upgrade, and enhance our platform, costs related to obtaining third‑party chips and constructing, maintaining, enhancing, and expanding our data centers. While we have historically been able to fund capital expenditures from cash generated from operations including meaningful customer prepayments, equity and debt financings, construction financing, and borrowings under our GPU and data center credit facilities, factors outside of our control, including those described in this “Risk Factors” section, and particularly those under “—Risks Related to Financial and Accounting Matters,” could materially reduce the cash available from operations (including by a reduction in the proportion of contract value that customers provide as prepayments), impede our ability to raise additional capital, or significantly increase our capital expenditure requirements. For example, we expect to fund the deployment required under the Anthropic Services Agreements through external financing and cash flows from operations. See “Business—Customers and Business Model.” Any of these outcomes could result in our inability to fund the necessary level of capital expenditures to maintain and expand our operations. This could adversely affect our business, operating results, financial condition, and future prospects.

Additional financing or refinancing may not be available on terms favorable to us, if at all. In addition, our existing financing agreements may contain certain conditions precedent to funding that are not entirely within our control, such as obtaining certain material project contracts, customer contract amendments, customer direct agreements for the benefit of financing parties, various construction permits, technical and insurance consultant reports, and other deliverables dependent on third parties, some of which may require lender consent. If such conditions precedent to funding are not met or satisfied (or waived, as the case may be), we would have to seek alternative financing or other arrangements and, if unsuccessful, we may be unable to complete the relevant projects pertaining to such financing and in turn this may have a material impact on our ability to perform and generate revenue under the relevant customer contracts. If adequate financing is not available or not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results, financial condition, and future prospects. If we win new customers or new contracts with existing customers and are unable to secure the meaningful proportion of TCV provided as upfront payments that we have been able to secure historically to fund the construction and development of built-to-suit facilities, this may either increase the proportion of financing we must raise from other sources, including equity or debt, to finance these facilities, or may limit our ability overall to expand our operations. If we raise additional funds through equity or convertible debt issuances, our existing shareholders may suffer significant dilution and these securities could have rights, preferences, and privileges that are superior to those of holders of our ordinary shares. If we obtain additional or refinancing of funds through debt financing, we may not be able to obtain such financing on terms favorable to us.

Further, we rely on the availability of diverse sources of funding and access to capital in the different markets and regions in which we operate. The current global macroeconomic environment could make it more difficult to raise additional capital on favorable terms, if at all. Such terms may involve restrictive covenants making it difficult to engage in capital raising activities and pursue business opportunities, including potential acquisitions. The trading prices of recently‑public companies have been highly volatile as a result of multiple factors including, the conflicts in the Middle East and Russia/Ukraine and tensions between China and Taiwan, inflation, interest rate volatility, domestic and foreign regulatory uncertainty, changes in trade policies, including the imposition of tariffs, trade controls and other trade barriers, actual or perceived instability in the banking system, and market downturns, which may reduce our ability to access capital on favorable terms or at all. In addition, a recession, depression, or other sustained adverse market event could adversely affect our business and the value of our ordinary shares. Furthermore, government cooperation on the regulation and funding of AI-related projects is unpredictable and presents significant challenges and uncertainty for companies operating in the AI-infrastructure industry. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired and our business may be adversely affected, requiring us to delay, reduce, or eliminate some or all of our operations. Even if we are able to raise such capital, we cannot guarantee that we will deploy it in such a fashion that allows us to achieve better operating results or grow our business.

Our current pipeline and future growth rely on significant continued expansion of our data center footprint. Any difficulties in identifying appropriate sites, entering into greenfield or build-to-suit or co-location arrangements, bringing our data centers into service or obtaining reliable power with sufficient capacity and on acceptable terms, will limit the growth of our revenues.

In order to fulfill our customer contracts and sustain our growth in certain of our existing and new markets, we will have to expand an existing data center, lease a new facility or acquire suitable land, with or without structures, to build new data centers from the ground up. As of August 31, 2026, we operated five active and twelve contracted data center sites, including seven wholly-owned sites, nine colocation sites and one leased site. In addition, we own and operate a portfolio of powered land assets and expansions or new builds are currently underway, or being contemplated, in new and existing markets across North America, Europe, and the APAC region, including in the United States, Norway, Iceland, Portugal, the United Kingdom and Indonesia.

The expansion of our data center infrastructure, including new data centers, will be complex, and delays in the completion of these projects or the cost, availability or access to components necessary for these projects may result in increased expenditures, operational and project inefficiencies, delays, or interruptions in the delivery of our services to our customers. Moreover, problems related to our data center infrastructure may only become evident once we have launched operations and may not be discovered during the design and testing phases, which could limit or delay our growth plans.

Additionally, we encounter risks when our fully operational data centers are brought into service and “go live” for customers. This process involves the complex integration of power, cooling, networking, hardware, and software systems, along with a detailed schedule of validation and testing. Failures or delays may arise from equipment defects, configuration errors, interoperability issues, utility readiness, or inadequate results from validation and testing. Failure to successfully commission facilities on schedule could delay customer deployments, hinder our ability to meet contractual performance requirements, result in customers terminating contracts, defer revenue, increase remediation costs, and damage customer relationships, all of which could negatively impact our business. See also “—We have a limited number of suppliers for significant components of the equipment we use to build and operate our platform and provide our products and solutions. Any disruption in the availability of these components could delay our ability to expand or increase the capacity of our infrastructure or replace defective equipment.”

These construction projects expose us to many risks which could have an adverse effect on our results of operations and financial condition. The current global supply chain and inflation issues have exacerbated many of these construction risks and created additional risks for our business. Some of the risks associated with construction projects include:

We are currently experiencing rising construction costs which reflect the increase in cost of labor and raw materials, supply chain and logistic challenges, and high demand in our sector. Volatility in construction, labor and raw material costs may impact delivery schedules and overall project costs, including those for data centers and GPUs, particularly if supply chain conditions deteriorate further. Furthermore, inflation, interest rate changes, and changing regulatory or environmental requirements may further increase construction costs or extend timelines. Ongoing delays, difficulty finding replacement products and continued high inflation could affect our business and growth and could have a material effect on our business.

The selection of sites is a critical factor in our data center expansion plans. Whenever possible, we look to use renewable energy for our data centers; however, we may not be able to identify adequate or appropriate land and properties that have the appropriate specifications required in order for us to use renewable energy, including power source and capacity, connectivity, legal and policy environment, and other considerations. At sites where we require a connection to the utility grid, we may encounter delays in securing such connection or may be unable to secure the capacity required to satisfy our requirements. We may also face increasing competition for appropriate sites as data center development expands rapidly in our markets. Furthermore, government limitations or moratoriums placed on data center construction or legislation impacting the development and utilization of renewable energy sources may also negatively impact our ability to expand according to our plans. As we build new data centers separate from our existing data centers, we may provide metro connect solutions to connect data centers. Should these solutions not provide the necessary reliability to sustain connection, or if they do not meet the needs of our customers, this could result in lower interconnection revenue and lower margins and could have a negative impact on customer retention over time.

We have a limited number of suppliers for significant components of the equipment we use to build and operate our platform and provide our products and solutions. Any disruption in the availability of these components could delay our ability to expand or increase the capacity of our infrastructure or replace defective equipment.

We do not manufacture the components we use to build the technology infrastructure underlying our platform. We have a limited number of suppliers as part of a complex global supply chain that we use to procure and configure critical components of the technology infrastructure that we use to operate our platform and provide our products and solutions to our customers such as GPUs, networking equipment, servers, power systems, cooling systems, and data center hardware. For example, as a result of our obligations in our current customer contracts, we currently rely on NVIDIA for the GPUs we use in our infrastructure. Although we source NVIDIA GPUs through multiple third-party suppliers and have diversified our supplier base over time, NVIDIA is currently the primary manufacturer of the GPUs deployed across our infrastructure. As a result, our supply chain is subject to risk that is not mitigated by third-party supplier diversification alone. Any constraint on NVIDIA’s production capacity, allocation priorities, pricing, or willingness to supply GPUs—whether resulting from the risks laid out below—could limit the availability of GPUs to third-party suppliers, adversely affecting our ability to procure GPUs in the quantities and on the timelines necessary to fulfill our contractual obligations. While we maintain partnerships with NVIDIA, including through direct equity investment, these relationships do not eliminate supply chain risk. For the six months ended June 30, 2026, three main suppliers accounted for 53%, 37% and 10% of total related purchases. Additionally, for the year ended December 31, 2025, three main suppliers accounted for 57%, 27%, and 16%, respectively, of NVIDIA GPUs and related technology infrastructure equipment purchases. Utilizing a limited number of suppliers of the components for our technology infrastructure exposes us to risks, including:

Our technology infrastructure components suppliers fulfill our supply requirements on the basis of individual purchase orders, which we often place on a just‑in‑time basis. We currently have no long-term contracts or arrangements with our suppliers that guarantee capacity or the continuation of any particular payment terms. Accordingly, our suppliers are not obligated to continue to fulfill our supply requirements, and the prices we are charged for their products and, if applicable, services could be increased on short notice. Since we do not have long-term supply guarantees or inventory stocks, and because our third-party suppliers rely on NVIDIA as a primary upstream GPU manufacturer, our suppliers rely on upstream semiconductor manufacturers which further heighten our supply chain risks. Further, because we often submit purchase orders to our suppliers on a just-in-time basis, any delay from our suppliers may result in our inability to provide our infrastructure and platform to our customers on a timely basis and fulfill our contractual requirements under our customer contracts. Additionally, some of our current customers have contractually specified our use of NVIDIA GPUs. If we are required to change suppliers, our ability to meet our obligations to our customers, including scheduled compute access, could be adversely affected and our solutions may not be as performant, which could cause the loss of sales from existing or potential customers, delayed revenue, or an increase in our costs, which could adversely affect our margins. Any production or shipping interruptions for any reason, such as a natural disaster, epidemics, pandemics, capacity shortages, quality problems, or strike or other labor disruption at one of our supplier locations, could adversely affect sales of our product and solution offerings.

In addition, we are continually working to expand and enhance our infrastructure features, technology, and network and other technologies to accommodate substantial increases in the computing power required by more compute-intensive workloads on our platform, the amount of data we host, and our overall number of total customers. We may be unable to project accurately the rate or timing of these increases or to allocate resources successfully to address such increases and may underestimate the data center capacity needed to address such increases. Our limited number of suppliers, in turn, may not be able to quickly respond to our needs, which would have a negative impact on customer experience and contractual performance. In the future, we may be required to allocate additional resources, including spending substantial amounts, to build, lease or license data centers and equipment and upgrade our technology and network infrastructure in order to handle increased customer usage, and our suppliers may not be able to satisfy such requirements. In addition, our network or our suppliers’ networks might be unable to achieve or maintain data transmission capacity high enough to effectively deliver our services. We may also face constraints on our ability to deliver our platform, products and solutions if there is limited power capacity in our data centers. Our failure, or our suppliers’ failure, to achieve or maintain high data transmission capacity and sufficient electrical services would impact our ability to meet customer needs and could significantly reduce consumer demand for our services. Such reduced demand and resulting loss of compute, cost increases, or failure to upgrade our equipment or adapt to new technologies would harm our business, operating results, financial condition, and future prospects.

Moreover, our suppliers themselves rely on a complex network of third‑party suppliers for semiconductor manufacturing, hardware components, and other critical inputs, which introduces additional risks to our supply chain. For example, NVIDIA relies on suppliers such as Taiwan Semiconductor Manufacturing Company for semiconductor fabrication and other manufacturers for compute and networking components. Any disruption in the operations of these upstream suppliers, whether due to equipment failures, geopolitical factors such as the potential for military conflict between China and Taiwan, or supply chain constraints, could affect our suppliers’ ability to supply the significant components of the equipment we use to operate our platform and provide our products and solutions to our customers, which would, in turn, affect the availability of our products and solutions, as well as lead times. Additionally, potential supply chain disruptions and shortages of key components required for the production of semiconductors, such as helium, as a result of the conflict between the United States and Iran and the ongoing difficulties with the Strait of Hormuz, the duration and impact of which cannot be determined, could have a material impact on the production, cost, and timing of delivery of such key components.

Furthermore, pursuant to the Anthropic Services Agreements, we are obligated to provide dedicated GPU infrastructure services to Anthropic at our Monarch Compute Campus. The Anthropic Services Agreements provide only limited relief in the event of supply chain delays, and if we fail to meet agreed delivery timelines for any tranche, Anthropic may be entitled to terminate that tranche without liability. Similarly, certain of our other customer contracts provide the applicable customer with a right to terminate for delays, with varying notice periods, depending on the terms of the applicable contract. If we are unable to meet these delivery requirements, including as a result of supply chain constraints, one or more tranches could be terminated, which could have a material adverse effect on our business, operating results, financial condition, and prospects. For additional information regarding the Anthropic Services Agreements, see “Business—Customers and Business Model.”

In addition, to the extent any of our suppliers’ businesses are impacted by business, legal compliance, litigation, and financial concerns, including regulatory scrutiny and export controls, our business, operating results, financial condition, and future prospects may be adversely affected. For example, increasing use of tariffs, economic sanctions and export controls has impacted and may in the future impact the availability and cost of GPUs and other components of our platform. In particular, the U.S. government has in the past and may in the future impose, reimpose, increase or pause tariffs, and countries subject to such tariffs have in the past and may in the future impose reciprocal tariffs or impose other protectionist or retaliatory trade measures in response. Moreover, the legal basis for U.S. tariff measures has itself proven unstable, with U.S. courts, including the U.S. Court of International Trade, the U.S. Court of Appeals for the Federal Circuit, and the U.S. Supreme Court all issuing rulings on recent tariff measures.

Changes in tariffs, export controls, sanctions, and other trade policies may increase the cost or reduce the availability of the GPUs, networking equipment, electrical equipment, and other components we use to build and operate our platform. U.S. tariff measures have changed frequently and may be modified, expanded, suspended, or challenged, while affected countries may impose reciprocal or other retaliatory measures. Our exposure extends beyond semiconductors to certain equipment used to construct and energize data center campuses, including transformers, generators, switchgear, power-management systems, battery storage, cabling, and cooling equipment. The applicable duty treatment can depend on the equipment’s country of origin, final classification, component sourcing, and the timing of importation, factors that may be determined late in the procurement process and may be outside our control. As a result, suppliers may pass through higher costs to us, and we may face higher landed costs, more limited sourcing options, or delays in obtaining long-lead equipment needed to develop and energize our sites.

We are also exposed to trade measures that turn on labor and human rights conditions in our suppliers’ upstream supply chains rather than on the physical and technical characteristics of the goods themselves. Establishing the origin and the labor and human rights conditions applicable to metal and mineral content deep in a multi-tier supply chain is difficult, and we may be unable to obtain reliable information from our suppliers. Equipment may be detained, denied entry or subjected to additional duties on the basis of allegations concerning parties with whom we have no direct contractual relationship, and we have experienced instances in which the duty treatment of equipment under negotiation changed following the introduction of forced labor related measures after commercial terms had been agreed.

We seek to allocate tariff and duty risk contractually, including application of “delivered duty paid” in terms of deliveries from foreign suppliers, by agreeing change order and equitable adjustment mechanisms keyed to the date of entry for consumption, and by seeking duty pass-through protection in customer contracts. These arrangements are negotiated on a case by case basis, are not available to us on all contracts and do not eliminate our exposure. Where duty increases cannot be recovered from customers under contracts with fixed pricing, or where a vendor is unable or unwilling to absorb them, the additional cost will be borne by us.

In the event of a supplier unavailability, component shortage, or supply interruption, we may not be able to secure alternate sources in a timely manner. Securing alternate sources of supply for these components or services may be time‑consuming, difficult, and costly and we may not be able to source these components or services on terms that are acceptable to us, or at all, which may undermine our ability to provide our services in a timely manner. Any interruption or delay in the supply of any of these components or services, or the inability to obtain these components or services from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to meet the demand of our customers, which in turn would have an adverse effect on our business, operating results, financial condition, and future prospects.

We have a history of generating net losses as a result of the substantial investments we have made to grow our business and develop our platform, anticipate increases in our operating expenses in the future, and may not achieve or, if achieved, sustain profitability. If we cannot achieve and, if achieved, sustain profitability, our business, operating results, financial condition, and future prospects will be adversely affected.

We incurred net losses of $1,020.1 million for the six months ended June 30, 2026 and $761.8 million and $78.2 million for the years ended December 31, 2025 and 2024, respectively, and we may not achieve or, if achieved, sustain profitability in the future. As of June 30, 2026, we had an accumulated deficit of $1,860.9 million. Additionally, as of December 31, 2025 and 2024, we had an accumulated deficit of $840.8 million and $79.0 million, respectively. While we have experienced significant growth in revenue over the last two years, we cannot predict whether we will maintain this level of growth or when we will achieve profitability. We also expect our operating expenses to increase in the future, including our general and administrative expenses as a result of increased costs

associated with operating as a public company and as we continue to invest in our future growth, including expanding our research and development function to drive further development of our platform, continuing to invest in the technology infrastructure underlying our platform and data center expansion, expanding our sales and marketing activities, developing the functionality to expand into adjacent markets, and reaching customers in new geographic locations and new verticals, which will negatively affect our operating results if our total revenue does not increase.

Our operating efficiencies may decrease as we scale, and our revenue growth may slow as we grow. Our revenue could also decline for a number of other reasons, including reduced demand for our offerings, increased competition, a decrease in the growth or reduction in size of our overall market, an inability to obtain future financing on acceptable terms, or if we cannot capitalize on growth opportunities, including acquisitions and through new and enhanced products and solutions. Furthermore, to the extent our anticipated cash payback period is longer than we expect, or if we fail to maintain or increase our revenue to offset increases in our operating expenses or manage our costs as we invest in our business, including if we do not maintain or improve our operating efficiencies, we may not achieve or sustain profitability, and if we cannot achieve and sustain profitability, our business, operating results, financial condition, and future prospects will be adversely affected.

We make substantial investments in our product and technology and unsuccessful investments could materially adversely affect our business, operating results, financial condition, and future prospects.

The industry in which we compete is characterized by rapid technological change, changes in customer requirements, frequent new product and service introductions and enhancements, short product cycles, and evolving industry standards. In order to remain competitive, we have made, and expect to continue to make, significant investments in our product and technology. For the six months ended June 30, 2026, product and technology expenses were $51.3 million. For the years ended December 31, 2025 and 2024, product and technology expenses were $19.9 million and $8.9 million, respectively. If we fail to further develop our platform or develop new and enhanced solutions, services, and technologies, if we focus on technologies that do not become widely adopted, or if new competitive technologies or industry standards that we do not support become widely accepted, demand for our products and solutions may be reduced. Increased investments in product and technology or unsuccessful improvement efforts could cause our cost structure to fall out of alignment with demand for our products and solutions, which would have a negative impact on our business, operating results, financial condition, and future prospects.

A substantial portion of our revenue is driven by a limited number of our customers, and the loss of, or a significant reduction in, spend from one or a few of our top customers would adversely affect our business, operating results, financial condition, and future prospects.

A substantial portion of our committed revenue is driven by a limited number of customers with large contracts. For the six months ended June 30, 2026, our largest customer accounted for 52% of our revenue. For the year ended December 31, 2025, our largest customer accounted for 73% of our revenue. For the year ended December 31, 2024, a single customer accounted for substantially all of our revenue. Between September 2025 and April 2026, we entered into statements of work with Microsoft that provide for payments to us of up to approximately $43.8 billion through December 2033, not including the optional extensions, which are subject to the satisfaction of delivery and availability of service requirements. In addition, on August 25, 2026, we entered into the Anthropic Services Agreements, which provide for aggregate payments to us of up to approximately $44.6 billion, subject to our satisfaction of specified delivery and service availability requirements. The Anthropic Services Agreements are structured as four separate agreements, each between Anthropic and a wholly owned subsidiary of Nscale Limited. The Anthropic Services Agreements require us to use best efforts to obtain qualifying financing for the required GPU equipment and data center infrastructure at the Monarch Compute Campus within a specified period following the effective date of such agreements (or such later date as may be mutually agreed by the parties and subject to additional negotiation). As of the date of this prospectus, we have not obtained binding commitments for any of the financings required to fund performance under the Anthropic Services Agreements, and all such financings remain in process. We are developing a plan involving multiple financing sources to support this transaction. There can be no assurance that we will obtain any of the required financings on acceptable terms or at all. For additional information, see “Business—Customers and Business Model.” As a result, we expect Microsoft and Anthropic to be significant customers in future periods. Any negative changes in demand from Microsoft, Anthropic, or our other key customers, in their ability or willingness to perform under their contracts with us, in laws or regulations applicable to them or the regions in which they operate, or in our broader strategic relationships with Microsoft, Anthropic, or any of our other key customers would adversely affect our business, operating results, financial condition, and future prospects. For additional information, see “Business—Customers and Business Model.” As a result, we expect Microsoft to be a significant customer in future periods. Any negative changes in demand from Microsoft or our other key customers, in Microsoft’s ability or willingness to perform under their contracts with us, in laws or regulations applicable to Microsoft or the regions in which they operate, or in our broader strategic relationships with Microsoft or any of our other key customers would adversely affect our business, operating results, financial condition, and future prospects. These customers are large enterprises with significant bargaining power, and their purchasing decisions may be influenced by factors beyond our control, including internal budget constraints, changes in strategic priorities, technological developments, or shifts to alternative infrastructure providers or in-house solutions.

In addition, passage of new legislation or issuance or reinterpretation of existing regulations may result in us being unable to perform these contracts. A number of proposals in Congress would codify tighter restrictions on China’s access to advanced U.S. chips, limiting the Administration’s flexibility to approve or adjust exports over time. Measures in play include stronger licensing and congressional review requirements, chip-tracking and anti-diversion rules, and limits on Chinese entities’ remote or cloud-based access to U.S. compute. These measures could raise compliance, customer-screening, and diligence expectations across the AI infrastructure stack.

We anticipate that we will continue to derive a significant portion of our revenue from a limited number of customers for the foreseeable future, and in some cases, the portion of our revenue attributable to certain customers may increase in the future. The composition of our customer base, including our top customers, may fluctuate from period to period given that our customer composition has evolved and is expected to continue to evolve significantly as our business continues to evolve and scale and as the use cases for AI continue to develop. However, we may not be able to maintain or increase revenue from our top customers for a variety of reasons, including the following:

Customer relationships often require us to continually improve our platform, which may involve significant technological and design challenges, and our customers may place considerable pressure on us to meet tight development and capacity availability schedules. Accordingly, we may have to devote a substantial amount of our resources to our strategic relationships, which could detract from or delay our completion of other important development projects. Delays in making capacity or AI infrastructure available and performing to contractual specifications could impair our relationships with our customers and negatively impact forecasted sales of the services under development. Notably, these contracts include stringent performance milestones, service-level requirements, and delay penalties. For example, the Anthropic Services Agreements include delivery milestones, as well as stringent uptime and availability requirements, together with termination rights and other contractual remedies in the event of delay or sustained underperformance. See “Business—Customers and Business Model.” Failure to meet contractual requirements—whether due to supply chain disruptions, construction delays, equipment availability, regulatory approvals, or other operational factors—could trigger substantial penalty payments, liquidated damages, or customer remedies. Such penalties could result in significant and immediate cash outflows, creating liquidity pressures independent of our ability to raise additional capital or access external financing. Any material delay or underperformance under these concentrated contracts could adversely affect our cash flows, financial condition, and operating results, and may also harm our customer relationships and reputation.

We depend on third-party suppliers for power, network connectivity and other key services, and our ability to scale depends in part on executing large, power-integrated developments, including the Monarch Compute Campus. Delays, cost overruns or other funding or operational challenges resulting from our relationships with third-party suppliers, or in our ability to develop and operate dedicated power capacity could adversely affect our ability to deliver IT load and gross power capacity to our customers.

We depend on being able to secure and maintain reliable and cost-effective power, network and internet connectivity and other services such as water to operate our data center facilities. Any inability to secure and maintain these requirements at acceptable cost, or shortages, supply chain issues or lack of availability of any of the services upon which we rely, could adversely affect our business, operating results, financial condition and future prospects.

In particular, limitations on the availability of power sources, transmission and distribution may limit our ability to obtain the power that we require to implement our growth plans and adequately service our customers. In addition, our ability to scale depends on the successful funding, installation and operation of power generation infrastructure in large-scale, power-intensive data center campuses, such as the Monarch Compute Campus. The successful development, expansion and operation of campuses such as the Monarch Compute Campus require substantial and timely access to power, and any inability to secure sufficient power capacity at these sites, delays in doing so, or failure to install or operate power -generation equipment capable of supporting expected IT load or gross power capacity could materially limit our ability to execute our growth strategy of accessing long-term, low-cost power and supporting multi-gigawatt expansion. If we do not realize the potential benefits and synergies sought with Monarch Compute Campus or any other intended acquisitions, we may not ultimately strengthen our competitive position or ability to achieve our business objectives. See also “—Future acquisitions, strategic investments, partnerships, or alliances could be difficult to identify and integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value, and adversely affect our business, operating results,

financial condition, and future prospects” and “—We may not realize the potential benefits and synergies sought with our recent acquisition of the Monarch Compute Campus and the proposed Anyscale Acquisition.”

We rely on third parties, third‑party infrastructure, governments, and global suppliers to provide a sufficient amount of power to maintain our data center facilities and meet the needs of our current and future customers. We may in the future experience insufficient power to service a customer’s project. Any limitation on the delivered energy supply would limit our ability to operate our platform. These limitations would have a negative impact on a given data center or limit our ability to grow our business which could negatively affect our business, operating results, financial condition, and future prospects. Limitations on generation, transmission, and distribution may also limit our ability to obtain sufficient power capacity for potential expansion sites in new or existing markets. Power providers, other participants in the power market, and those entities that regulate it may impose onerous operating conditions to any approval or provision of power or we may experience significant delays and substantial increased costs to provide the level of electrical service required by our current or future data centers, or any data centers we may choose to construct in the future. Our ability to find appropriate sites for expansion will also be limited by access to power.

Our data center facilities are affected by problems accessing electricity sources, such as planned or unplanned power outages and limitations on transmission or distribution of power. Unplanned power outages, including, but not limited to those relating to large storms, earthquakes, fires, tsunamis, cyberattacks, physical attacks on utility infrastructure, war, and any failures of electrical power grids or of power providers more generally, could harm our customers and our business. Additionally, our operations depend on high-performance network connectivity. Access to low-latency, high-bandwidth telecommunications infrastructure may be controlled by a limited number of providers. Network congestion, outages, or practices by telecommunications providers that limit, prioritize, or otherwise gatekeep traffic could increase latency, degrade performance, or impair our ability to meet customer requirements, particularly for latency-sensitive AI workloads. Any sustained disruption, outages, constraints, or cost increase related to energy, water, grid access, network connectivity or other critical infrastructure could adversely affect our customer experience, as well as our business, operating results, financial condition, and future prospects.

Moreover, regulators or public agencies in the power market, power providers, or other market participants may impose onerous operating conditions on the availability or provision of, or approval for, power which may lead to significant delays or increased costs or result in the lack of availability of the level of power required to operate our current business and implement our future growth plans.

The global energy market is currently experiencing inflation and volatility pressures. Various macroeconomic and geopolitical factors are contributing to the instability and global power shortage, including the war in Russia/Ukraine, the rollout of new electricity-intensive technologies including electric vehicles and AI data centers, severe weather events, governmental regulations, inter-government relations, and inflation. We expect the cost for power to continue to be volatile and unpredictable and subject to inflationary pressures, In particular, our financial models and business plans rely on assumptions regarding the cost of power based on various factors, including the relevant market conditions, the location of our data centers, customer requirements, and our contractual obligations. However, the ultimate cost of power we are able to secure is subject to numerous variables beyond our control, including power availability in specific markets, price fluctuations driven by supply and demand dynamics, and the outcome of negotiations with power providers and the terms of power purchase agreements we are able to negotiate. There is no guarantee that our assumptions regarding power costs will prove accurate. If the actual cost of power significantly exceeds our projections—whether due to unfavorable market conditions, inability to negotiate favorable terms, or other factors—our profit margins could be materially reduced, our competitive position could be weakened, which could materially affect our financial forecasting, business, operating results, financial condition, and future prospects.

The broader adoption, use, and commercialization of artificial intelligence technologies, and the rapid pace of developments in the AI field, are inherently uncertain. If we are unable to adapt our infrastructure, services, or operations to keep up with evolving AI-related technological requirements or regulatory frameworks applicable to our business and our customers, our business, operating results, financial condition, and future prospects could be materially adversely affected.

As part of our growth strategy, we seek to attract and acquire customers requiring high‑performance computing, such as AI, machine learning, and automated decision‑making technologies, including proprietary AI algorithms and models (collectively, “AI Technologies”).

AI has been developing at a rapid pace and continues to evolve and change. As demand continues for AI services, AI providers, including our customers, have sought increased compute capacity to enable advancements in their AI models and service the demands of end users. We cannot predict whether additional computing power will continue to be required to develop larger, more powerful AI models, or if the practical limits of AI technology will plateau in the future regardless of available compute capacity. Further, there have been recent advancements in AI technology, including open‑source AI models, that may lead to compute and other efficiencies that may impact the demand for AI services, including our platform, products and solutions, which may adversely impact our revenue and profitability.

In addition, we face risks relating to GPUs, which are a critical component of our operations and customer products. GPU technology is evolving swiftly, with new, more advanced GPUs being introduced at a rapid pace. We must keep pace by offering the most up-to-date GPUs in our data centers. If we are unable to keep up with the changing AI landscape or in developing services to meet our customers’ evolving AI needs, or if the AI landscape does not develop to the extent we or our customers expect, our business, operating results, financial condition, and future prospects may be adversely impacted. Furthermore, current AI workloads, including those based on transformer architectures and LLMs, heavily rely on GPU-based compute solutions. However, alternative hardware platforms—such as tensor processing units and other custom or specialized AI accelerators developed by third parties, including major cloud service providers—may offer superior performance, efficiency, or cost advantages. Increased adoption of such alternatives could lead to a shift away from GPU-based solutions, including those supplied by NVIDIA, adversely affecting our business.

Similarly, demand for AI compute is currently driven by transformer-based models and LLMs, which are highly compute-intensive and favor certain hardware types. Advances in AI research may lead to new architectures, algorithms, or deployment approaches that require less compute or rely on different hardware configurations. A significant shift away from transformers or LLMs could substantially reduce demand for specialized AI compute infrastructure. Our business also faces significant uncertainty regarding end-user AI adoption and the overall development of the AI market. Our customers’ investment decisions are based on expectations that demand for AI-enabled products and solutions, including demand for AI training and inference workloads, will continue to grow. If end-user adoption of AI does not materialize at anticipated levels, or if economic, regulatory, or practical constraints limit the commercial viability of AI applications, overall demand for AI infrastructure may decline, negatively impacting our business, operating results, financial condition, and future prospects.

Additionally, we may incur significant costs and experience significant delays in developing new products and solutions or enhancing our current platform to adapt to the changing AI landscape and may not achieve a return on investment or capitalize on the opportunities presented by demand for AI solutions. Moreover, while AI adoption is likely to continue and may accelerate, the long‑term trajectory of this technological trend is uncertain. Further, market acceptance, understanding, and valuation of products and solutions that incorporate AI Technologies are uncertain and the perceived value of AI Technologies used and/or provided by our customers could be inaccurate. If AI is not broadly adopted by enterprises to the extent we expect, or if new use cases do not arise, then our opportunity may be smaller than we expect. Further, if the consumer perception and perceived value of AI Technologies is inaccurate this could have a material adverse effect on our customers, which in turn could have a material adverse effect on our business, operating results, financial condition, and future prospects.

Concerns relating to the responsible use by our customers of new and evolving technologies, such as AI, which are supported by our platform, may result in collateral reputational harm to us. AI may pose emerging ethical issues and if our platform enables customer solutions that draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm, or legal liability.

We have a limited operating history at our current scale, which makes it difficult to evaluate our current business and future prospects and increases the risks associated with investment in our ordinary shares.

We have a relatively short history operating our business at our current scale and have grown rapidly since our founding in May 2024. Our limited operating history, including our limited history of selling our AI cloud infrastructure offering, the dynamic and rapidly evolving market in which we sell our platform, and the concentration of our revenue from a limited number of customers, as well as numerous other factors beyond our control, may make it difficult to evaluate our current business, future prospects and other trends. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries and sectors, such as the risks and uncertainties described herein. Any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable or established market. If our assumptions regarding these risks and uncertainties are incorrect or change due to fluctuations in our markets, any material reduction in AI or machine learning spending, changes in demand for specialized AI cloud infrastructure, or otherwise, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business, operating results, financial condition, and future prospects would be adversely affected. We cannot ensure that we will be successful in addressing these and other challenges we may face in the future. The risks associated with having a limited operating history may be exacerbated by current macroeconomic and geopolitical conditions discussed herein.

Adverse global macroeconomic conditions, geopolitical risks, or reduced spending on AI and machine learning or on AI cloud infrastructure could adversely affect our business, operating results, financial condition, and future prospects.

Our business depends on the overall demand for and adoption of AI and machine learning and AI cloud infrastructure and on the economic health of our current and prospective customers. In addition, the purchase of our platform is often discretionary and may involve a significant commitment of capital and other resources. Weak global and regional economic conditions, including United Kingdom, United States and global macroeconomic issues, actual or perceived global banking and finance related issues, domestic and foreign regulatory uncertainty, changes in trade policies, including the imposition of tariffs, trade controls and other trade barriers or

retaliation for those measures by other governments, labor shortages, supply chain disruptions, rising interest rates and inflation, spending environments, geopolitical instability, warfare and uncertainty, including the effects of the conflicts in the Middle East and Russia/Ukraine, and tensions between China and Taiwan, weak economic conditions in certain regions or a reduction in business spending, including spending on developing AI and machine learning capabilities and on AI cloud infrastructure, regardless of macroeconomic conditions, could adversely affect our business, operating results, financial condition, and future prospects, including resulting in longer sales cycles, a negative impact on our ability to attract and retain new customers, increase sales of our platform, or sell additional products and solutions to our existing customers, lower prices for our products and solutions, and slower or declining growth.

Deterioration in economic conditions in any of the countries in which we do business could also cause slower or impaired collections on accounts receivable, which may adversely impact our business, operating results, financial condition, and future prospects. In addition, evolving export control, sanctions, and related national security regimes that specifically affect AI hardware, software, and cloud infrastructure may require us to incur higher compliance and diligence costs, adjust how and where we deliver our offerings, or restrict the types of customers and use cases we support, which could amplify these macroeconomic and operational pressures.

Geopolitical risks, including those arising from trade tension and/or the imposition of trade tariffs, terrorist activity, or acts of civil or international hostility, are increasing. Specifically, we are exposed to the potential negative impacts from increased tension in Russia, particularly as it may affect the Nordic countries, such as Norway, Iceland and Finland, where we have or may in the future have operations. The risk includes hybrid warfare; cyberattacks; physical attacks on power and data infrastructure, including cables and pipelines; system jamming; disinformation campaigns; and political or military posturing against the North Atlantic Treaty Organization (“NATO”) countries. Geopolitical risk also includes potential Russian actions involving the rest of Europe and other NATO countries and the potential impact of those actions on EU-US and EU-UK relations. Our growth strategy includes pursuing opportunities in the APAC region, so material changes to these regimes or to their interpretation or enforcement may directly affect revenue we seek to generate from those markets and could require us to suspend, modify, or decline particular projects or relationships. In particular, the imposition of tariffs, trade controls, border taxes, or other barriers to trade may directly or indirectly impact our business, operating results, financial condition, prospects, and share price. For example, tariffs announced by the United States in 2025 on imports from most countries, and the retaliatory measures announced by other countries in response, contributed to significant volatility in the markets. Those tariffs were invalidated by the U.S. Supreme Court in February 2026 and were replaced by measures adopted under different statutory authorities, and the authority, scope, rate and duration of U.S. trade measures have changed repeatedly since that date. The direction, legal basis, timing and duration of the trade measures that affect us are therefore difficult to predict, and because the electrical and mechanical equipment required for our sites is ordered on lead times of 18 to 24 months or longer, our planning assumptions for the landed cost and delivery date of that equipment may be susceptible to drift. A portion of our operating data center capacity is located in Norway, which is not a member state of the European Union, and trade, sanctions and export control measures adopted by the European Union or its member states may not apply in Norway on the same terms or with effect from the same date, which increases the complexity of our compliance obligations and the risk of divergent regulatory treatment across our sites. There can be no assurance that we will be able to mitigate the impacts of the foregoing or any future changes in global trade dynamics on our business.

As we plan to expand our operations in the APAC region, we are exposed to risks associated with China and with Chinese customers, particularly those arising from US-China relations, reputational risks related to China, and the potential for military conflict between China and Taiwan, which could have negative impacts on the global economy, including by affecting the supply of semiconductors from Taiwan, contributing to higher energy prices and creating uncertainty in the global capital markets. While we do not currently have employees or direct operations in Taiwan, our suppliers rely heavily on semiconductors supplied by Taiwan which are an important component of our platform and any reduction in that supply could materially disrupt our operations. Our exposure to China is not limited to semiconductors. Suppliers in China are significant sources of the large power transformers, switchgear, battery cells and rare earth permanent magnets used in the power, mechanical and cooling systems at our sites, and China has imposed export restrictions on rare earths, gallium, germanium and graphite. Certain inputs used in electrical equipment of Chinese origin are subject to United States antidumping and countervailing duty orders, including the orders on non-oriented electrical steel from China, which the U.S. International Trade Commission voted to continue in May 2026, and electrical equipment of Chinese origin may in addition be restricted from acquisition or installation in the United States bulk-power system under Executive Order. A reduction in the availability of, or an increase in the cost of or regulatory restrictions applicable to, equipment of Chinese origin could delay the energization of our sites and increase our capital costs, and qualified suppliers outside China for certain of this equipment are limited in number and quote longer lead times. The reputational risks include concerns about the security of information and physical infrastructure, the enforceability of contracts and intellectual property rights, governance and ESG issues, regulatory uncertainty (including changes in export controls and sanctions), heightened political scrutiny, potential retaliatory actions by governments or counterparties, and the sudden loss of customers or revenue. These risks may influence the decision-making of our investors, partners, and customers, who may view our activities in China or with Chinese customers as a reputational risk.

We also face a related risk that expanded ownership and control standards under sanctions and export control rules could require us to terminate or delay projects, modify or terminate existing contracts, or decline new business. For example, in September 2025, the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”) issued an interim final rule, effective September 29, 2025, extending Entity List and Military End-User List license requirements to entities owned 50% or more, directly or indirectly and whether individually or in the aggregate, by listed parties (the “Affiliates Rule”). Following the economic and trade arrangement between the United States and China announced on November 1, 2025, BIS issued a final rule staying the Affiliates Rule with effect from November 10, 2025 until November 9, 2026. Absent further action, the Affiliates Rule will again become operative on November 10, 2026, and BIS has not extended, shortened or otherwise modified the stay as of the date of this prospectus. If the Affiliates Rule again becomes operative, it could result in subsidiaries or affiliates of existing or prospective customers becoming treated as restricted counterparties, requiring us to modify or terminate contractual arrangements, delay or cancel projects, or decline new business in order to remain compliant.

More generally, we are subject to the compliance obligations that attach to the advanced computing hardware we acquire and deploy, including recordkeeping, end-use and end-user diligence, and reporting requirements, and to the authority of BIS and other regulators to conduct end-use checks and inspections in respect of controlled items, including at facilities located outside the United States. Responding to such reviews requires management attention and may require us to make disclosures to customers, suppliers and other counterparties. Any finding of non-compliance could result in civil or criminal penalties, denial of export privileges, restrictions on our ability to acquire or deploy controlled hardware, remediation costs and reputational harm, any of which could adversely affect our business, operating results, financial condition and future prospects.

If we fail to efficiently enhance our platform and develop and sell new products and solutions and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements, or preferences, our platform may become less competitive.

The market in which we compete is relatively new and subject to rapid technological change, evolving industry standards and regulatory changes, as well as changing customer needs, requirements, and preferences. The success of our business will depend, in part, on our ability to, predict, adapt, and respond effectively to these changes on a timely basis. If we are unable to develop and sell new products and solutions that satisfy and are adopted by new and existing customers and provide enhancements, new features, and capabilities to our infrastructure that keep pace with rapid technological and industry change, our business, operating results, financial condition, and future prospects could be adversely affected. Further, prospective or existing customers may influence our product roadmap by requiring features optimal for their particular use case. If we are unable to adapt to meet customers’ requirements, they may use competitive offerings or internal solutions that eliminate reliance on third‑party providers, and our business, operating results, financial condition, and future prospects could be adversely affected. Moreover, prioritizing development of such features may require significant engineering resources and may not be compatible with the requirements of other customers, which could impact overall adoption of our platform. If new technologies emerge that limit or eliminate reliance on AI cloud platform and infrastructure providers like us, for example, by decreasing demand for AI training and inference workloads, or that enable our competitors to deliver competitive services at lower prices or with greater efficiently, convenience, or security, such technologies could adversely impact our ability to compete. If our solutions do not allow us or our customers to comply with the latest regulatory requirements, sales of our platform, products and solutions to existing customers may decrease and new customers will be less likely to adopt our platform.

Our future growth is dependent upon our ability to continue to meet the needs of new customers and the expanding needs of our existing customers as their use of our platform, products and solutions grows. As sales of our platform grow, we will need to devote additional resources to expanding, improving, and maintaining our infrastructure and integrating with third‑party applications. In addition, we will need to appropriately scale our internal business systems and our services organization, including customer support, to serve our growing customer base, and to improve our IT and financial infrastructure, operating and administrative systems, and our ability to effectively manage headcount, capital and processes, including by reducing costs and inefficiencies. Any failure of, or delay in, these efforts could result in impaired system performance and reduced customer satisfaction, which would negatively impact our revenue growth and our reputation. We may not be successful in developing or implementing these technologies. In addition, it takes a significant amount of time to plan, develop, and test improvements to our technologies and infrastructure, and we may not be able to accurately forecast demand or predict the results we will realize from such improvements. In some circumstances, we may also determine to scale our technology through the acquisition of complementary businesses and technologies rather than through internal development, which may divert management’s time and resources. To the extent that we do not effectively scale our operations to meet the needs of our growing customer base and to maintain performance as our customers expand their use of our services, we will not be able to grow as quickly as we anticipate, our customers may reduce or terminate use of our platform and we will be unable to compete as effectively and our business, operating results, financial condition, and future prospects will be adversely affected.

We continually work to upgrade and enhance our platform, products and solutions in response to customer demand and to keep up with technological changes. Part of this process entails cycling out outdated components of our infrastructure and replacing them with the latest technology available. This requires us to make certain estimates with respect to the useful life of the components of our infrastructure and to maximize the value of the components of our infrastructure, including our GPUs, to the fullest extent possible. We

cannot guarantee that our estimates will be accurate or that our attempts at maximizing value will be successful. Any changes to the significant assumptions underlying our estimates or to the estimates of our components’ useful lives, or any inability to redeploy components of our existing infrastructure to extend past their contracted life could significantly affect our business, operating results, financial condition, and future prospects.

Our platform must also integrate with a variety of network, hardware, storage, and software technologies, and we need to continuously modify and enhance the capabilities of our platform to adapt to changes and innovation in these technologies. If our customers widely adopt new technologies, we may need to redesign parts of our platform to work with those new technologies. These development efforts may require significant engineering, marketing, and sales resources, all of which would affect our business, operating results, financial condition, and future prospects. Any failure of our infrastructure’s capabilities to operate effectively with future technologies and software platforms could reduce the demand for our platform. If we are unable to respond to these changes in a cost‑effective manner, our platform may become less marketable and less competitive or obsolete, and our business may be harmed.

In addition, we must also continue to effectively manage our capital expenditures by maintaining and expanding our data center capacity, servers and equipment, grow in geographies where we currently have limited or no presence, and ensure that the performance, features, and reliability of our services and our customer service remain competitive in a rapidly changing technological environment. If we fail to manage our growth, the quality of our platform may suffer, which could negatively affect our brand and reputation and harm our ability to retain and attract customers and employees.

Our data centers are subject to numerous operational risks, including but not limited to cybersecurity, physical security, extreme weather and third-party dependencies.

Our data centers and associated infrastructure may be subject to cybersecurity attacks or failures, including as a result of outside nefarious parties (whether private or state-backed), human error, malfeasance, internal threats, various kinds of system errors, system vulnerabilities, lack of or inadequate cybersecurity controls and protective mechanisms, which may result in service outages and adversely affect our ability to provide our services to customers. We are exposed to cyberattacks that could disable our data centers, compromise data security, or result in leaks of sensitive information, causing financial and reputational harm. See also “—A network or data security incident impacting us, or our third-party providers, whether actual, alleged, or perceived, could harm our reputation, create liability and regulatory exposure, and adversely impact our business, operating results, financial condition, and future prospects.” We are unable to ensure that the security measures that we take will be adequate to prevent or protect our data centers and associated infrastructure against a cybersecurity attack, and any impact to our data centers will affect our services and may also impact our business, results of operations and financial condition.

Our data center facilities and network infrastructure are vulnerable to damage or interruption from a variety of sources including severe weather or temperatures, earthquakes, floods, landslides, fires, power loss, system failures, computer and other cybersecurity vulnerabilities, physical or electronic break-ins, human error, malfeasance or interference, including by employees, former employees, or contractors, as well terrorist acts, war and other catastrophic events. Notably, our existing and planned operations in Norway are at risk from extreme cold, while our operations in Texas face risks from extreme heat and flooding. These adverse or extreme weather conditions can affect both the construction and operation of our data centers, potentially delaying their completion and, consequently, our ability to provide services to customers.

Our data center facilities have not experienced, but may in the future experience, disruptions, outages, and other performance problems due to a variety of factors, including availability or sufficiency of power, infrastructure changes, and capacity constraints, occasionally due to overwhelming simultaneous demand for our infrastructure. In addition, we are exposed to risks associated with the critical infrastructure on which our business relies, including the vast, interconnected network of pipelines that run across and between continents, as well as power transmission lines and fiber-optic cables that extend over land, underground, and under the sea. The security of these assets is vulnerable to damage from natural events and to cyber and physical attacks by domestic or international actors.

Data center facilities housing our network infrastructure may also be subject to local administrative actions, changes to legal or permitting requirements, labor disputes, litigation to stop, limit, or delay operations, and other legal challenges, including local government agencies seeking to gain access to customer accounts for law enforcement or other reasons.

Various factors, many of which are beyond our control, can adversely affect the performance, availability, and delivery of our services to our customers including:

Furthermore, our data center employees are critical to our ability to maintain our business operations and reach our service level commitments. If our employees are unable to access our data centers for any reason, we could experience operational issues at the affected site. Pandemics, weather and climate related crises or any other social, political, or economic disruption in the United Kingdom, United States or abroad could prevent sufficient staffing at our data centers, or at our corporate offices, and would adversely affect our business, operating results, financial condition, and future prospects.

We lease certain of our data center space from third parties and the ability to retain these leases could be a significant risk to our ongoing operations.

While we generally seek to develop and operate owned sites as part of our business strategy, we also utilize leasehold sites and do not own all the data center buildings in our portfolio. For example, we lease space in or otherwise license use of third-party data centers located in Texas. The leased sites accounted for approximately 15% of the total MW of active and contracted capacity operated across our data centers for the six months ended June 30, 2026. Moreover, we may acquire additional leased data center space or businesses that lease facilities instead of owning them.

In addition, we do not control the operation of these third-party data centers, and they may suffer interruptions in service from events beyond our control, including from acts of government, natural events, power loss, break-ins or misconduct by those third parties. We have faced, and may continue to face, rising costs for power consumed at our data centers. Our business could be harmed if we are unable to renew the leases for these data centers on favorable terms or at all.

Many of the leases we have entered into for third-party data centers have multi-year terms and fixed capacity. If renewal rates are less favorable than those we currently have, we may be required to increase revenues within existing data centers to offset such increase in lease payments. Failure to increase revenues to sufficiently offset these projected higher costs could adversely impact our operating income.

If we are unable to renew the lease at any of our data centers, we could lose customers due to the disruptions in their operations caused by the relocation. We could also lose those customers that choose our data centers based on their locations. The costs of relocating data center infrastructure equipment, such as generators, power distribution units and cooling units, to different data centers could be prohibitive and, as such, we could lose the value of this equipment. For these reasons, any lease that cannot be renewed could adversely affect our business, financial condition and results of operations.

Our operating results may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results to fall below expectations.

Our operating results have varied significantly from period to period in the past, and we expect that our operating results will continue to vary significantly in the future such that period‑to‑period comparisons of our operating results may not be meaningful. In addition, in future periods, we may experience fluctuations in our operating results, given the nature of our committed contract business, the size of those contracts, and period‑to‑period variation in new business signed and revenue recognized from existing contracts. This could adversely affect our business, operating results, financial condition, and future prospects. Accordingly, our financial results in any one quarter should not be relied upon as indicative of future performance. Fluctuations in quarterly results may negatively impact the trading price of our ordinary shares. Our quarterly financial results may fluctuate as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including, without limitation:

Any of the above factors, individually or in the aggregate, could result in significant fluctuations in our financial condition, cash flows, and other operating results from period to period.

The development and use of AI tools and data centers is subject to intense political scrutiny and evolving, complex and potentially divergent regulatory frameworks across multiple jurisdictions, and the impact of such regulatory developments on our businesses remains uncertain.

The rapid pace of innovation in the field of AI has led to developing and evolving regulatory frameworks globally, which are expected to become increasingly complex as AI continues to evolve. Regulators and lawmakers around the world have started proposing and adopting, or are currently considering, regulations and guidance specifically on the responsible or ethical use of AI. Regulations related to AI Technologies have been introduced in the United States at the federal level and are also enacted and advancing at the state level. In the event that existing scaling laws do not continue to apply as they have in the past, demand by our customers for compute resources, including our products and solutions, may not continue to increase over time, or may decrease if overall demand for AI is impacted by a lack of further technological development. Additional regulations may also impact our customers’ ability to develop, use and commercialize AI Technologies, which would impact demand for our platform, products and solutions, and may affect our business, operating results, financial condition, and future prospects.

Further, any content created by us using generative AI tools, including the source code of our proprietary software, may not be subject to copyright protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such content. We may license AI tools from third parties that use models trained on data that could potentially violate intellectual property or other third-party rights or violate laws. If these AI tools generate output that is infringing, we could be subject to claims or lawsuits. While some providers of AI tools offer to indemnify their end users for any copyright or other intellectual property infringement claims arising from the output of their AI tools, we may not be successful in adequately recovering our losses in connection with such claims. These AI tools may also produce results or generate content that is inaccurate or misleading. In addition, our use of AI tools may increase the risk that our data will be unintentionally disclosed, including confidential business information, or may undermine our claims to certain intellectual property.

AI and related industries, including cloud services, are under increasing scrutiny from regulators due to their concerns about market concentration, anti‑competitive practices, and the pace of partnerships and acquisitions involving generative AI startups. As the industry continues to grow, transactions and business conduct will likely continue to draw scrutiny from regulators. Our customers may become subject to further AI regulations, including any restrictions on the total consumption of compute technology, which could cause a delay or impediment to the commercialization of AI technology and could lead to a decrease in demand for our customers’ AI infrastructure, and may adversely affect our business, operating results, financial condition, and future prospects.

Expansion of our international operations exposes us to risks that could have a material adverse effect on our business, operating results, financial condition, and future prospects.

Our data centers are strategically located in low-cost power markets, including in Norway, Portugal, Iceland, and the United States. For the years ended December 31, 2025 and 2024, a substantial majority of our revenue was derived from deployments in Norway, and for the six months ended June 30, 2026, 52% and 45% of our revenue was derived from deployments in Portugal and Norway, respectively. We expect to continue to make significant investments to expand our international operations and compete with local competitors in existing and new markets. Our global business is subject to risks associated with doing business in jurisdictions outside of the United States, including, but not limited to:

We have in the past, and may in the future, enter into collaborations or strategic alliances with third parties. If we are unsuccessful in establishing or maintaining strategic relationships with these third parties or if these third parties fail to deliver certain operational services, our business, operating results, financial condition, and future prospects could be adversely affected.

We have in the past, and may in the future, enter into collaborations, strategic alliances, joint ventures or other arrangements with third parties in connection with the development, operation, and enhancements to our platform and the provision of our products and solutions. We have announced significant partnerships for certain of our projects, including Stargate Norway in July 2025 and our UK-based infrastructure initiative (“Stargate UK”) in September 2025, with the aim of establishing an overarching infrastructure platform based across a number of sites in the United Kingdom in partnership with NVIDIA, Microsoft, and OpenAI. In April 2026, OpenAI withdrew from the Stargate Norway and Stargate UK partnerships, with Microsoft subsequently expanding its agreement with us to take the extra compute capacity at Stargate Norway. In addition, our colocation and leased projects involve placing equipment in our partners’ or landlords’ data centers, and our owned data center projects involve working with key deployment partners. Identifying strategic relationships with third parties, and negotiating and documenting relationships with them, may be time‑consuming and complex and may distract management. Moreover, we may be delayed, or may not be successful, in achieving the objectives that we anticipate as a result of such strategic relationships. In evaluating counterparties in connection with collaborations or strategic alliances, we consider a wide range of economic, legal, and regulatory criteria depending on the nature of such relationship, including the counterparties’ reputation, operating results, and financial condition, operational ability to satisfy our and our customers’ needs in a timely manner, efficiency and reliability of systems, certifications costs to us or to our customers, and licensure and compliance status. Despite this evaluation, third parties may still not meet our or our customers’ needs which may adversely affect our ability to deliver products and solutions to customers and may adversely impact our business, operating results, financial condition, and future prospects. Counterparties to any strategic relationship may have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals, and may subject us to additional risks to the extent such third party becomes the subject of negative publicity, faces its own litigation or regulatory challenges, or faces other adverse circumstances. Conflicts may arise with our strategic partners, such as the interpretation of significant terms under any agreement, which may result in litigation or arbitration which would increase our expenses and divert the attention of our management. Often, our partners are also our customers, investors and suppliers. Such arrangements may limit our control over key decisions, timelines, capital commitments, and operational standards, and our partners may have differing economic interests, risk tolerances, or strategic priorities. Disputes, misalignment, governance constraints, or a partner’s financial distress or failure to perform could delay projects, increase costs, restrict expansion, or require us to contribute additional resources. In addition, these partnerships may expose us to shared liabilities, regulatory compliance risks, and challenges in

exiting or restructuring such arrangements, any of which could adversely affect our business. If we are unsuccessful in establishing or maintaining strategic relationships with third parties, our ability to compete or to grow our revenue could be impaired and our business, operating results, financial condition, and future prospects could be adversely affected.

Our platform is complex and performance problems or defects associated with our platform may adversely affect our business, operating results, financial condition, and future prospects.

It may become increasingly difficult to maintain and improve our platform performance, especially during peak demand spikes and as our customer base grows and our platform becomes more complex. If our platform is unavailable or if our customers are unable to access our platform within a reasonable amount of time or at all, we could experience a loss of customers, lost or delayed market acceptance of our platform, delays in payment to us by customers or issuance of credits to impacted customers, injury to our reputation and brand, warranty and legal claims against us, significant cost of remedying these problems, and the diversion of our resources. In addition, to the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, operating results, financial condition, and future prospects, as well as our reputation, may be adversely affected.

Further, the hardware and software technology underlying our platform is inherently complex and may contain material defects or errors, particularly when new products and solutions are first introduced or when new features or capabilities are released. We have from time to time found defects or errors in our platform, and new defects or errors may be detected in the future by us or our customers. We cannot ensure that our platform, including any new products and solutions that we release, will not contain defects. Any real or perceived errors, failures, vulnerabilities, or bugs in our platform could result in negative publicity or lead to data security, access, retention, or other performance issues, all of which could harm our business. We also rely on third‑party suppliers for the most significant components of the equipment we use to operate our infrastructure. These third‑party suppliers may also experience defects or errors in the products that we utilize in our platform, which would impact our platform and may result in performance problems or service interruptions. The costs incurred in correcting any such defects or errors, including those in third‑party components, may be substantial and could harm our business. Moreover, the harm to our reputation and legal liability related to such defects or errors may be substantial and could similarly harm our business.

In addition, all of our customer agreements and terms of service contain service level commitments, which outline minimum thresholds or operating ranges and cover factors such as cluster availability and failure process. If we are unable to meet the stated service level commitments due to performance problems or defects, we may be contractually obligated to provide the affected customers with service credits or refunds, which could significantly affect our revenue in the periods in which any issues occur and the credits or refunds are applied. As a result of degradation of service and interruptions to our platform, we may be required to provide service credits and/or refunds to certain of our affected customers with whom we had service level commitments. Certain of our customer agreements also include termination rights for sustained underperformance, which could result in loss of the affected contract or tranche. We could also face customer terminations with refunds of prepaid amounts, which could significantly affect both our current and future revenues. Any service level failures could harm our business.

A network or data security incident impacting us, or our third‑party providers, whether actual, alleged, or perceived, could harm our reputation, create liability and regulatory exposure, and adversely impact our business, operating results, financial condition, and future prospects.

Companies are subject to an increasing number, and wide variety, of attacks on their networks on an ongoing basis. We and certain of our third-party providers collect, maintain and process data about customers, employees, business partners and others, including personal information, as well as proprietary information belonging to our, our third-party providers or our customers’ business such as trade secrets (collectively, “Confidential Information”). We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, “IT systems”) and Confidential Information, including, traditional computer “hackers,” malicious code (such as viruses and worms), social engineering/phishing attempts, ransomware, account takeover, business email compromise, employee fraud or bad actors, theft or misuse, denial of service attacks, misconfigurations, bugs, or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT systems, and sophisticated nation‑state sponsored actors engage in cyber intrusions and attacks that create risks for our infrastructure and the Confidential Information, which it hosts and transmits. State‑supported and geopolitical‑related cyberattacks may rise in connection with regional geopolitical conflicts such as the conflicts in the Middle East and Russia/Ukraine and tensions between China and Taiwan. Moreover, the ongoing war in Russia/Ukraine and associated activities in Russia as well as in the Middle East, have increased the risk of cyberattacks on various types of infrastructure and operations. We may be a valuable target for cyberattacks given the critical data which we host and transmit.

Although we have implemented security measures designed to prevent such attacks, we cannot guarantee that such measures will operate effectively to protect our and our third‑party providers’ IT systems or physical facilities from breach due to the actions of outside parties, human error, malfeasance, insider threats, system errors or vulnerabilities, insufficient cybersecurity controls, a combination of the foregoing, or otherwise, and as a result, an unauthorized party may obtain access to our, our third‑party providers’ or our customers’ IT systems or Confidential Information. The techniques used to obtain unauthorized access to systems or sabotage systems, or disable or degrade services, change frequently and are often unrecognizable until launched against a target, and therefore we may be unable to anticipate these techniques and implement adequate preventative measures. Our servers may be vulnerable to computer viruses or physical or electronic break‑ins that our security measures may not detect. Protecting our own assets has become more expensive and these costs may increase as the threat landscape increases, including as a result of use by bad actors of AI. Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools – including AI– that circumvent security controls, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information or business. Because our products and solutions are integrated with our customers’ systems and processes, a breach in or failure of our or our third‑party providers’ data security measures or defenses or an attack against our platform could and have impacted our infrastructure and systems, creating system disruptions or slowdowns and providing access to malicious parties to information hosted and transmitted by our infrastructure, resulting in data, including the Confidential Information of our customers, being publicly disclosed, misused, altered, lost, stolen or otherwise compromised, which could subject us to liability and reputational harm and adversely affect our financial condition. While no incidents have had a material impact on our operations or financial results as of the date of this prospectus, we cannot guarantee that material incidents will not occur in the future. If compromised, our own IT systems could be used to facilitate or magnify an attack. Further, the increase in remote work by companies and individuals in recent years has generally increased the attack surface available to bad actors for exploitation, and as such, the risk of a cybersecurity incident potentially occurring has increased. Finally, we may in the future acquire companies with cybersecurity vulnerabilities or unsophisticated security measures, which exposes us to significant cybersecurity, operational and financial risks.

Any actual, alleged, or perceived security breach in our third‑party providers’ or partners’ IT Systems, or any other actual, alleged or perceived cybersecurity incident that we or our third‑party providers or partners suffer, could result in damage to our reputation, negative publicity, loss of customers and sales, loss of competitive advantages over our competitors, increased costs to remedy any problems and otherwise respond to or recover from any incident, regulatory investigations and enforcement actions, fines and penalties, costly litigation (including class actions), and other liability. We would also be exposed to a risk of loss or litigation and potential liability under laws, regulations, and contracts that protect the privacy and security of personal information. For a description of the privacy and security laws, regulations and other industry requirements to which our business is subject, see the risk factor below “— We are subject to laws, regulations, and industry requirements related to data privacy, data protection and information security, and user protection across different markets where we conduct our business and such laws, regulations, and industry requirements are constantly evolving and changing. Any actual or perceived failure to comply with such laws, regulations, and industry requirements, or our privacy policies, could harm our business.”

We are subject to evolving cybersecurity requirements in various jurisdictions. The EU NIS2 Directive or Directive (EU) 2022/2555 (“NIS2”), for instance, imposes security risk management, governance and incident reporting obligations on cloud computing and data center service providers like us. In the United Kingdom, we are subject to the U.K. Network and Information Systems Regulations. Compliance with these regulations requires continued investment in security controls, supply‑chain due diligence and internal governance, and could increase costs and operational complexity across our operations.

Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies have adopted breach notification and other requirements in the event that information subject to such laws is accessed by unauthorized persons and additional regulations regarding security of such data are possible. We may need to notify governmental authorities and affected individuals with respect to such incidents. For example, laws in the European Union, the United Kingdom, and the United States may require businesses to provide notice to individuals whose personal information has been disclosed as a result of a data breach. For instance, under NIS2, reporting is required for “significant incidents” or events compromising the availability, authenticity, integrity or confidentiality of data or services that either cause, or could cause, severe operational disruption or financial loss to the entity, or considerable material or non-material damage to others. Complying with such numerous and complex regulations in the event of a cybersecurity incident can be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and additional liability. In addition, certain of our customer agreements, as well as privacy laws, may require us to promptly report cybersecurity incidents involving our systems or those of our third-party partners that compromise the security, confidentiality, or integrity of certain processed customer data. Regardless of our contractual protections, these mandatory disclosure obligations could be costly, result in litigation, harm our reputation, erode customer trust, and require significant resources to mitigate issues stemming from actual or perceived security breaches or incidents.

There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. Although we maintain cybersecurity insurance, there can be no guarantee that any or all costs or losses incurred will be partially or fully recouped from such insurance or that applicable insurance in the future will be available on economically reasonable terms or at all.

We may also incur significant financial and operational costs to investigate, remediate, eliminate, and put in place additional tools and devices designed to prevent actual or perceived security breaches and other security incidents, as well as costs to comply with any notification obligations resulting from any security incidents. Any of these negative outcomes could adversely affect the market perception of infrastructure and customer and investor confidence in our company, and would adversely affect our business, operating results, financial condition, and future prospects. There is a risk that as we expand, we may assume liabilities for cybersecurity incidents experienced by the companies we acquire.

Further, from time to time, government entities (including law enforcement bodies) may in the future seek our assistance with obtaining access to our customers’ data. Although we strive to protect the privacy of our customers, we may be required from time to time to provide access to customer data to government entities. In light of our privacy commitments, although we may legally challenge law enforcement requests to provide access to our IT systems, Confidential Information or other customer content, we may nevertheless face complaints that we have provided information improperly to law enforcement or in response to non‑meritorious third‑party complaints. We may experience adverse political, business, and reputational consequences, to the extent that we do not provide assistance to or comply with requests from government entities in the manner requested or challenge those requests publicly or in court or provide, or are perceived as providing, assistance to government entities that exceeds our legal obligations. Any such disclosure could significantly and adversely impact our business and reputation.

Any failure of our IT systems or those of one or more of our IT service providers, business partners, vendors, suppliers, or other third‑party service providers, or any other failure by such third parties to provide services to us may negatively impact our relationships with customers and harm our business.

Our business depends on various IT systems and outsourced IT services. We rely on third‑party IT service providers, business partners, vendors, and suppliers to provide critical IT systems, corporate infrastructure, and other services and are, by necessity, dependent on them to adequately address cybersecurity threats to, and other vulnerabilities, defects, or deficiencies of or in their own systems. This includes infrastructure such as electronic communications, finance, marketing, and recruiting platforms and services such as IT network development and network monitoring, and third‑party data center hosting of our systems for our internal and customer use. We do not own or control the operation of the third‑party facilities or equipment used to provide such services. Our third‑party vendors and service providers have no obligation to renew their agreements with us on commercially reasonable terms or at all. If we are unable to renew these agreements on commercially reasonable terms, including with respect to service levels and cost, or at all, we may be required to transition to a new provider, and we may incur significant costs and possible service interruption in connection with doing so. In addition, such service providers could decide to close their facilities or change or suspend their service offerings without adequate notice to us. Moreover, any financial difficulties, such as bankruptcy, faced by such vendors, the nature and extent of which are difficult to predict, may harm our business. Since we cannot easily switch vendors without making other business trade‑offs, any disruption with respect to our current providers would impact our operations and our business may be harmed. Furthermore, our disaster recovery systems and those of such third parties may not function as intended or may fail to adequately protect our business information in the event of a significant business interruption. Any termination, failure, or other disruption of any of such systems or services of our third‑party IT providers, business partners, vendors, and suppliers could lead to operating inefficiencies or disruptions, which could harm our business, operating results, financial condition, and future prospects.

Our estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate. Market opportunity estimates and growth forecasts included in this prospectus, including those we have generated ourselves, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including the risks described herein. Even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all. Further, if AI is not broadly adopted by enterprises to the extent we expect, or if new use cases do not arise, then our opportunity may be smaller than we expect.

The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable customers covered by our market opportunity estimates will purchase our platform at all or generate any particular level of revenue for us. Any expansion in the markets in which we operate depends on a number of factors, including the cost, performance, and perceived value associated with our platform and those of our competitors. Even if the markets in which we compete meet the size estimates and growth forecast, our business could fail to grow at similar rates, if at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, our forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

Future acquisitions, strategic investments, partnerships, or alliances could be difficult to identify and integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value, and adversely affect our business, operating results, financial condition, and future prospects.

As part of our business strategy, we expect to continue to make investments in and/or acquire complementary companies, services, products, technologies, or talent. All of our acquisitions and venture investments are subject to a risk of partial or total loss of investment capital. Our ability as an organization to acquire and integrate other companies, services, or technologies in a successful manner is not guaranteed.

In the future, we may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable terms, if at all. Our due diligence efforts may fail to identify all of the challenges, problems, liabilities, or other shortcomings involved in an acquisition. Further, current and future changes to the U.K., U.S. and foreign regulatory approval process and requirements related to acquisitions may cause approvals to take longer than anticipated, not be forthcoming or contain burdensome conditions, which may prevent the transaction or jeopardize, delay or reduce the anticipated benefits of the transaction, and impede the execution of our business strategy. If we do complete acquisitions, we may not ultimately strengthen our competitive position or ability to achieve our business objectives, and any acquisitions we announce or complete could be viewed negatively by our customers or investors.

In addition, if we are unsuccessful at integrating future acquisitions, or the technologies and personnel associated with such acquisitions into our company, the business, operating results, financial condition, and future prospects of the combined company could be adversely affected. Any integration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, causing unanticipated write‑offs or accounting (including goodwill) charges. Additionally, integrations could take longer than expected, or if we move too quickly in trying to integrate an acquisition, strategic investment, partnership, or other alliance, we may fail to achieve the desired efficiencies.

We may in the future have to pay cash, incur debt, issue equity securities or provide computing services to pay for any such acquisition, each of which could adversely affect our financial condition and the market price of our ordinary shares. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our shareholders, which, depending on the size of the acquisition, may be significant. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.

Furthermore, our ability to make acquisitions and finance acquisitions through the sale of equity or issuance of debt is limited by certain restrictions contained in our debt agreements.

Additional risks we may face in connection with acquisitions include:

Our failure to address these risks or other problems encountered in connection with acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities, and harm our business generally.

We may not realize the potential benefits and synergies sought with our recent acquisition of the Monarch Compute Campus and the proposed Anyscale Acquisition.

In March 2026, we acquired the Monarch Compute Campus and in July 2026, we entered into a definitive agreement to acquire Anyscale. The success of these acquisitions, including anticipated benefits and synergies, depends in part on our ability to successfully integrate the acquired entities.

We believe that there are significant benefits and synergies that may be realized from our acquisition of the Monarch Compute Campus, including securing our long-term leadership in the U.S. AI infrastructure by internalizing power origination and development capabilities with our new subsidiary, Nscale Energy & Power. However, our ability to successfully realize the potential benefits and synergies depends on, among other things:

Additionally, our ability to successfully realize the potential benefits and synergies of the Anyscale Acquisition depends on, among other things:

The failure to successfully execute on any one or more of these elements could result in significant cost overruns or delays, which could have an adverse effect on our business, operating results, and financial condition.

The Anyscale Acquisition may not be completed within the expected timeframe, or at all.

In July 2026, we entered into a definitive agreement to acquire Anyscale. The Anyscale Acquisition is expected to close at the time of or concurrent with this offering and is subject to the satisfaction (or waiver, to the extent permitted) of various closing conditions, some of which are beyond our control, and there can be no assurance that such conditions will be satisfied on the expected timeline, or at all. These conditions and related risks may include, among others:

In addition, either party may have the right to terminate the acquisition agreement under certain circumstances, including if specified conditions are not satisfied or waived by applicable deadlines or if other termination events occur. If the Anyscale Acquisition is delayed or is not completed, we may be subject to a number of adverse consequences, including but not limited to, negative reactions from the financial markets, our current or future customers and other business partners, costs relating to the proposed acquisition, and the substantial commitments of time and resources by management. Any of these events could have an adverse effect on our business, operating results, financial condition, and future prospects.

The anticipated benefits of past and potential future joint ventures may not be fully realized or take longer to realize than expected. In addition, our potential joint venture investments could expose us to risks and liabilities in connection with the formation of the new joint ventures, the operation of such joint ventures without sole decision-making authority, and our reliance on joint venture partners who may have economic and business interests that are inconsistent with our business interests.

We have in the past and may in the future enter into joint ventures, including to develop and operate data centers. Certain sites that are intended to be utilized in joint ventures may require investment for development. The success of these joint ventures could also depend, in part, on the successful development of the data center sites, and we may not realize all of the anticipated benefits. Such development may be more difficult, time-consuming, or costly than expected and could result in increased costs, decreases in the amount of expected revenues, and diversion of management’s time and energy, which could materially impact our business, operating results, financial condition, and future prospects. Additionally, if it is determined these sites are no longer desirable for the joint ventures, we would need to adapt such sites for other purposes.

The success of any joint ventures will depend, in part, on the successful relationship between us and our joint venture partners. A failure to successfully partner, or a failure to realize our expectations for the joint ventures, including any contemplated exit strategy from a joint venture, could materially impact our business, operating results, financial condition, and future prospects. These joint ventures could also be negatively impacted by inflation, supply chain issues, an inability to obtain financing on favorable terms or at all, an inability to fill the data center sites with customers as planned, and development and construction delays.

These joint ventures could result in our acquisition of non-controlling interests in, or shared responsibility for, managing the affairs of a property or portfolio of properties, partnership, joint venture, or other entity. We may be subject to additional risks, including:

Each of these factors may result in returns on these investments being less than we expect or in losses, and business, operating results, financial condition, and future prospects may be adversely affected.

We rely on our management team and other key employees and will need additional personnel to grow our business, and the loss of one or more key employees or our inability to attract and retain qualified personnel, including members of our board of directors, could harm our business.

Our future success is dependent, in part, on our ability to hire, integrate, train, manage, retain, and motivate the members of our management team and other key employees throughout our organization as well as members of our board of directors. We also rely on our senior leadership team to secure large‑scale contracts, and turnover or reduced effectiveness in this group could have an adverse impact on our ability to grow the business. The loss of key personnel, particularly Josh Payne, our Founder, Chief Executive Officer, and Chair of our board of directors, or any of our other executive officers, as well as certain of our key marketing, sales, finance, support, network development, construction, human resources, or technology personnel, could disrupt our operations and have an adverse effect on our ability to grow our business.

Competition for highly skilled personnel is intense, especially in global technology hubs where we have a substantial presence and need for highly skilled personnel, and we may not be successful in hiring or retaining qualified personnel to fulfill our current or future needs. The technology industry, and the AI cloud infrastructure industry more specifically, is also subject to substantial and continuous competition for engineers with high levels of experience in designing, developing, and managing infrastructure and related services. Moreover, the industry in which we operate generally experiences high employee attrition. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. For example, we have faced typical industry challenges, including the urgency of hiring and extended recruitment cycles for niche technical roles, increased salary and equity expectations driven by market demand and macroeconomic conditions, and broader competition due to hybrid and remote work arrangements that expand candidate options globally.

In recent years, recruiting, hiring, and retaining employees with expertise in the AI computing industry has become increasingly difficult as the demand for AI computing infrastructure has increased as a result of the increase in AI and machine learning development, deployment, and demand. We may be required to provide more training to our personnel than we currently anticipate. Further, labor is subject to external factors that are beyond our control, including our industry’s highly competitive market for skilled workers and leaders, cost inflation, and workforce participation rates. Should our competitors recruit our employees, our level of expertise and ability to execute our business plan would be negatively impacted.

Moreover, many of the companies with which we compete for experienced personnel have greater resources than we have. Our competitors also may be successful in recruiting and hiring members of our management team, sales team, or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all. We may in the future, be subject to allegations that employees we hire have been improperly solicited, or that they have been hired in violation of non‑compete provisions or non‑solicitation provisions.

In addition, we may change the composition of our compensation package offered to employees, including the amount or ratio of cash and equity compensation. If the perceived value of our compensatory package declines or is subject to significant value fluctuations, it may adversely affect our ability to attract and retain highly skilled employees. On the other hand, any increases to the amount of cash compensation will increase our cash expenditures. Further, our competitors may be successful in recruiting and hiring members of our management team or other key employees as well as directors, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects would be severely harmed.

We have a limited history selling access to our platform under our current business model and are continuing to scale our operations and evolve our go-to-market strategy, which may make it difficult to evaluate our business and prospects and increase the risks associated with an investment in our ordinary shares.

We have a limited history selling access to our AI cloud infrastructure and proprietary managed software and application services under our current business model, and we are continuing to scale our operations and evolve our go-to-market strategy. We currently sell access to our platform primarily through committed contracts that function on a take-or-pay basis. We also offer on-demand clusters to support smaller customers on a pay-as-you-go basis, under which these customers would be able to procure capacity on a usage basis and pay in small increments. For the years ended December 31, 2024 and 2025, committed contracts accounted for the vast majority of our revenue. There is no guarantee that in the future customers will continue to be willing to enter into, and that the industry will continue to support, a take-or-pay model, and any move towards a pay-as-you-go model will impact our ability to forecast our expected cash flows and operating results, impact our margins, and affect our business, operating results, financial condition, and future prospects. Moreover, some of our committed contracts include a prepayment from our customers prior to them receiving any of our services. The level of prepayments we receive from customers may fluctuate over time as we continue to scale our operations and evolve our

go-to-market strategy, customer base, and the use cases for our platform. Moreover, any changes in the timing or level of customer payments, including prepayments, would impact our cash flows. Furthermore, scaling our operations and evolving our go-to-market strategy may take more time and require more effort to implement than anticipated and may have results that are difficult to predict which could result in decreased revenue from our customers. Our business and pricing models have not been fully proven, and we have only a limited operating history with our current business and pricing models to evaluate our business and future prospects, which subjects us to a number of uncertainties, including our ability to plan for and model future growth. Moreover, our historical revenue growth should not be considered indicative of our future performance.

If we are unable to attract new customers, retain existing customers, and/or expand sales of our platform, products and solutions to such customers, we may not achieve the growth we expect, which would adversely affect our business, operating results, financial condition, and future prospects.

In order to grow our business, we must continue to attract new customers in a cost‑effective manner and enable these customers to realize the benefits associated with our platform. We may experience difficulties demonstrating to customers the value of our platform and any new products and solutions that we offer. As we develop and introduce new products and solutions and add new and upgraded components of our platform, we face the risk that customers may not value or be willing to adopt these newer offerings, and may forgo adopting one or more newer generations of our existing offerings. Regardless of the improved features or superior performance of the newer offerings, customers may be unwilling to adopt our platform due to design or pricing constraints, among other reasons. Even if customers choose to adopt our platform or new products and solutions that we develop, they may be slow to do so. Because of the extensive time and resources that we invest in research and development, if we are unable to sell new products and solutions, our revenue may decline and our business, operating results, financial condition, and future prospects could be negatively affected. Historically, we have maintained an internal sales team that is focused on responding to inbound inquiries, outbound prospecting targeting specific customers, expanding sales of our platform to existing customers, and expanding our revenue in specific markets to drive revenue growth. In addition, our internal sales efforts are supplemented by our senior leadership-led pursuit and negotiation of hyperscale contracts, which we expect to continue leveraging to drive future sales and initiatives. If our sales team is not successful at growing our customer base, our future growth will be impacted.

In addition, we must persuade potential customers that our platform offers significant advantages over those of our competitors. As our market matures, our products and solutions evolve, and competitors introduce lower cost and/or differentiated solutions or services that are perceived to compete with our platform, our ability to maintain or expand sales of our platform, products and solutions could be impaired. Even if we do attract new customers, the cost of new customer acquisition, implementation of our platform, and ongoing customer support may prove higher than anticipated, thereby adversely impacting our profitability.

Other factors, many of which are out of our control, may now or in the future impact our ability to retain existing customers, attract new customers, and expand sales of our platform, products and solutions to such customers in a cost‑effective manner, including: