Nscale's S-1 puts a ByteDance-linked customer behind 73% of 2025 revenue
The starting point is Nscale Limited's preliminary Form S-1, the registration statement it filed with the U.S. Securities and Exchange Commission. The London-based company has applied to list its ordinary shares on the New York Stock Exchange under the ticker symbol NSCL. The number of shares to be sold and the expected IPO price range have not yet been determined. The prospectus itself says its information is incomplete and may change. Nothing is trading yet.
The S-1 reports revenue of $33.0 million in 2025, up from $19.1 million in 2024. A single customer produced 73% of the 2025 figure, and the largest customer accounted for 52% of revenue in the six months ended June 30, 2026. The filing warns that a large share of its revenue and committed revenue depends on a few customers, and that losing or reducing business with one of them could hurt the company. None of the S-1 passages we reviewed name the 2025 customer.
The name comes from a supporting exhibit. The loan was secured based on Nscale's customer contracts, specifically citing a client named "Spring (SG) Pte. Ltd., a company incorporated and registered in Singapore with company number 202325236K and its registered office at 1 Raffles Quay, #26-10, South Tower, Singapore 048583." The FT, which broke the story, linked Spring to ByteDance through sources close to the company. Norwegian business outlet E24, summarizing the FT's reporting, says Spring is also listed in Apple's and Google's app stores as the developer of Trae and Dola, two ByteDance AI apps. Tom's Hardware puts Spring's share at about $24 million of Nscale's $33 million in 2025 revenue. That matches the 73% figure, though the prospectus does not state the dollar amount directly.
Nscale told the FT it did not want to comment, according to E24. Investing.com, summarizing the FT, reported that Nscale "did not prominently disclose that ByteDance accounted for nearly three-quarters of its sales last year in its main pitch to investors". That is the disclosure issue. The concentration figure is in the S-1. The counterparty's identity shows up only in an exhibit, and even there under a Singapore subsidiary's name.
The Glomfjord B200 deal ran through Spring Singapore and a Norwegian subsidiary
The loan documents filed with the SEC set out the contract structure in some detail. They define a "Spring Singapore Customer Contract": a cloud-services agreement between Spring Singapore and Nscale Drift II AS, a Norwegian company, entered into on May 15, 2025 and governed by English law. The contract relates to "the GPUs" and sets a target service start date of August 30, 2025. Nscale Drift II AS and its Norwegian parent, Nscale Drift II Holdings AS, are both registered at Sam Eydes vei 47, 8160 Glomfjord, Norway.
Those filed passages do not give the GPU model or quantity. The 2,304 Nvidia B200 figure comes from the FT's reporting, which E24 and Tom's Hardware repeat. Readers should treat the chip count as well reported but sourced to journalists, not as a number taken from the filing. The contract, the parties, the dates and the Glomfjord location are all in SEC-filed documents.
In practice, Spring rented compute. Nscale owns and runs the hardware in Norway, and the customer uses it over the network as a cloud service. Nscale's S-1 describes a platform that includes the Nscale Kubernetes Service, and the company's facilities, owned and partner-operated, span Norway, the UK and the U.S. The company operates or is developing data center infrastructure in locations including Narvik and Glomfjord in Norway, Loughton in the U.K. and Texas.
The customer was also important to the company's early history. The TikTok owner was one of the first major customers for Nscale's cloud-computing business, renting access to advanced Nvidia AI chips in Norway, according to people familiar with the matter and SEC filings cited by the FT.
Macquarie's loan terms turned export controls into a monitoring duty
The financing documents are the most useful part of this story for anyone who buys or governs cloud compute. The loan is a senior facility agreement with Macquarie Bank Limited's London branch, which acts as agent, security agent and issuing bank. It is dated June 12, 2025 and was amended and restated on September 22, 2025. The restated agreement in the SEC exhibit is headed "$105,000,000 Senior Facility Agreement", which matches the $105 million loan figure reported by the FT and Tom's Hardware. Tom's Hardware reports that this credit, alongside $35 million in equity, helped fund the purchase of advanced Nvidia AI GPUs. The equity figure does not appear in the passages we reviewed.
The agreement gives Nscale specific compliance duties tied to the Spring contract:
- Nscale must run know-your-customer (KYC) and anti-money-laundering checks on customers and give the lender's agent evidence of them on request.
- The borrower must monitor how the customer uses the GPUs, to the extent its technical access and the customer contract allow, for "compute anomalies or suspicious configurations" that could indicate export-control violations, and must report any anomaly to the agent in writing promptly.
- The project company may not sign other customer contracts without the agent's written consent. The listed conditions for consent include customer checks, creditworthiness, trade-compliance restrictions and export-control compliance.
- The Spring contract cannot be ended or amended without the agent's written consent. If it is terminated, the borrower must find a replacement customer contract within two months that meets specified requirements and covers at least the remaining term.
Tom's Hardware adds that Nscale had a third party carry out due diligence on ByteDance and on the Singapore subsidiary to confirm the deal was lawful. That detail is not in the filed passages we reviewed.
These clauses show that the lender saw the export-control risk and wanted it managed in writing. They do not show what the monitoring found, whether any anomaly was reported, or whether any regulator reviewed the deal. The qualifier "subject to its technical access" also matters. A GPU cloud operator can see some things, such as power draw, cluster configuration and network behavior. It usually cannot see what a tenant's models are doing without contractual rights to look. The clause's limits follow from that.
The replacement-customer clause shows how much the financing depended on Spring. The GPUs were paid for with debt secured against that one contract. Losing the customer without a replacement within two months would put the loan at risk, so the business reason to keep the relationship stable was built into the capital structure.
Why renting B200s in Norway fell outside U.S. chip export rules
U.S. export controls stop Nvidia's most advanced accelerators from being shipped to China. As Tom's Hardware explains, Chinese companies have used two routes around that restriction. One is to set up subsidiaries outside China that buy the chips directly. The other is to rent the chips from cloud providers based abroad, where the hardware never leaves the host country and the customer only gets remote access.
The Spring arrangement used the second route. The FT's characterization, which Fortune quotes, is that "ByteDance used Nscale's cloud facility in Norway to access Nvidia chips that it would otherwise have been unable to buy in China, exploiting a loophole in US trade restrictions, according to filings." The FT also says the arrangement is fully legal but exposes companies like Nscale to regulatory and reputational risk. No regulator or court has ruled on this particular deal. The legal characterization comes from the FT's reporting.
According to Tom's Hardware, the U.S. has recently closed the subsidiary-purchase route, and the Trump administration is working to close the remote-rental route as well. It is not clear whether either change would reach the existing Spring–Nscale contract. We found no other outlet reporting on how the new rules would apply to contracts already in force. That uncertainty is what the S-1's customer-concentration warnings and the loan's replacement-customer clause are meant to cover.
Microsoft's $43.8 billion Nscale commitment changes the customer mix
Microsoft's presence is why this matters beyond the export-control debate. Nscale is a developer of AI data centers that counts Nvidia Corp. and Microsoft Corp. among its partners. The S-1 says statements of work with Microsoft signed between September 2025 and April 2026 allow for payments of up to about $43.8 billion through December 2033. That figure excludes optional extensions and depends on Nscale meeting delivery and service-availability requirements. The filing separately reports Anthropic services agreements signed on August 25, 2026, worth up to about $44.6 billion in total under similar conditions. Tom's Hardware rounds these to $44 billion and $45 billion. The filing's own numbers are the precise ones, and both are ceilings on contingent contracts, not revenue already earned.
The timeline links the two stories. Tom's Hardware reports that a month after Nscale drew the first tranche of the Macquarie loan, it closed a deal with Microsoft and Nvidia in which Nvidia committed more than $660 million to the company. The same report says Nvidia's commitments have since grown past $2 billion, plus an $860 million guarantee on Nscale's lease at a Texas facility. Axios called Nscale's S-1 "a map of circular AI financing, with Nvidia as a featured player."
The customer mix has already changed. Nscale reports a $1.02 billion net loss on $140.6 million in revenue for the first half of 2026, versus a $369 million net loss on $10.4 million in revenue for the year-earlier period. By that half-year, the largest customer's share had fallen from 73% to 52%. The prospectus passages we reviewed do not say who that customer is. Tom's Hardware reports that Nscale expects the Spring contract to fall below 20% of total revenue and keep shrinking as Western customers come online.
That lines up with the financials. A $1.6 billion Spring-sized contract would stand out, but a contract worth roughly $24 million a year is small next to Microsoft- and Anthropic-scale commitments. By Nscale's own account, the ByteDance relationship mattered most at the start, when a single customer was paying for the company's first B200 build-out. That exposure is in the past, but it is written into the financing structure the company is taking public.
What this means for IT and procurement teams
The practical question is how much due diligence your organization does on who else uses the capacity it buys. Most Windows and Microsoft 365 administrators will not notice any change. Microsoft customers consume Azure capacity, and the S-1 describes delivery obligations Nscale owes Microsoft, not any change to Azure terms. Teams that contract with GPU "neoclouds" directly, or that must document where AI workloads run and who shares the hardware, now have a clear example of a trade-compliance question to ask.
The Macquarie agreement also gives procurement teams a template. It combined KYC checks, usage monitoring for export-control red flags, written anomaly reporting, and lender consent for new customers. An enterprise that needs similar assurance for regulated or sensitive workloads can ask a provider whether comparable controls exist and what the provider can actually see of tenant activity.
- Nscale's S-1, filed September 18, 2026, attributes 73% of 2025 revenue ($33.0 million total) to one customer. The FT identifies that customer as ByteDance subsidiary Spring (SG) Pte Ltd.
- SEC-filed loan documents confirm a May 15, 2025 cloud-services contract between Spring Singapore and Nscale's Glomfjord subsidiary. The figure of 2,304 Nvidia B200 GPUs comes from the FT's reporting.
- The $105 million Macquarie facility required Nscale to watch GPU usage for "compute anomalies or suspicious configurations" pointing to export-control violations and to report them in writing.
- The FT calls the rental arrangement legal. Tom's Hardware reports that Washington is moving to close the remote-access route, and it is unclear how that would affect existing contracts.
- Microsoft's statements of work with Nscale are worth up to about $43.8 billion through December 2033 and depend on delivery and service-availability conditions.
- Buyers of third-party GPU capacity should ask providers about customer screening, usage monitoring and what they can see of tenant activity, because Nscale's own lender asked for exactly those controls.
Nscale's filing shows the company changing from an operator whose first B200 cluster was financed against one ByteDance-linked contract into a supplier built around Microsoft and Anthropic. That change is mostly complete on paper, but the loan terms and the 73% figure are now public record as the IPO goes through SEC review. The next concrete signals are an amended S-1 that sets a price range and possibly revised disclosure of the Spring relationship, along with whatever final rule Washington adopts on remote access to restricted accelerators. Those will determine whether the Glomfjord contract continues until it expires or has to be replaced within the two months the loan allows.