Ask for two clauses from this contract: pay only after acceptance, and the right to drop a tranche if delivery is late. In Exhibit 10.25 of Nscale's S-1 (2026-09-18), Anthropic's "up to" $44.6B is split into four tranches, with no fees before acceptance and zero prepayment.
Judgment
Mainstream coverage (Bloomberg/Quartz/Axios) looks at Nscale's customer concentration. The diary looks at the contract's lopsided risk allocation: the tenant prepays nothing and the supplier carries all the financing. Termination rights are conditional on late delivery or financing not closing; there is no termination for convenience.
Facts
Nscale S-1 (2026-09-18, EDGAR): Anthropic "up to" $44.6B in four tranches; Exhibit 10.25 states no fees are payable before acceptance, and under §9(d) either party may terminate without liability if financing does not close by the Longstop Date. Weighted-average customer prepayment is 23%; Anthropic's is zero. As of 2026-08-31, TCV was $103.4B with $2.6B active, or 2.5% (self-computed, not stated in the S-1).
What to do
For founders: when buying compute, write pay-after-acceptance and the right to drop a late tranche into the contract, and draft termination rights on two conditions, late delivery and financing not closing. For investors: move the neocloud valuation anchor from contracted TCV to TCV that is active plus covered by committed financing.
Falsifier (verbatim from the diary footnote)
(1) "No binding financing commitments for the Anthropic tranches": from 2026-09-25 to 2026-12-31, adjudicated on EDGAR (S-1/A, 8-K, 424B). If disclosed binding financing commitments (Qualifying Financing) cover all four Anthropic tranches, mark ✗ (current reading: 0); if they cover one to three tranches, mark ⏳ and publish the tranche count; if at expiry there are still 0, or any tranche is terminated because financing did not close, mark verified. "Zero-cost option" is ruled separately: through 2027-06-30, if Anthropic's public S-1 (or an Nscale S-1/A amendment to Exhibit 10.25) lists this contract as a firm purchase obligation with prepayment, guarantee or funding obligations, mark ✗; if Anthropic has not published an S-1 by then, Nscale's disclosure is the sole adjudication source. Note: Nscale closing its financing does not change the zero cost on Anthropic's side, only the risk on Nscale's side; the two tests do not substitute for each other.
Disclosure: This diary is written and verified with Claude; discount any judgment about Anthropic, favourable or not; On publicly available information FutureX does not hold Nscale, CoreWeave, Nebius, NVIDIA or Microsoft.