On September 15, 2026, we entered into a Subscription Agreement for subscriptions in an aggregate principal amount of a minimum of $3.1 billion, comprising of $2.1 billion of unsecured convertible loan notes (the "Convertible Loan Notes") and a further $1.0 billion of unsecured convertible loan notes or Non-Voting Shares (as applicable) that will be issued to NVIDIA (the "NVIDIA Sale"). The Convertible Loan Notes are convertible into ordinary shares (or Non-Voting Shares in the case of NVIDIA) automatically upon completion of this offering. The NVIDIA Sale will close on or around November 16, 2026. If the NVIDIA Sale closes before the effectiveness of the registration statement of which this prospectus forms a part, it will be satisfied by the issue of additional unsecured convertible loan notes (which automatically convert into Non-Voting Shares upon completion of this offering); if it closes on or after effectiveness of the registration statement of which this prospectus forms a part, it will instead be satisfied by the issue of Non-Voting Shares assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover of this prospectus. See "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness."
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