SoftBank-Owned SB Energy Files S-1 for Proposed Nasdaq IPO

SB Energy, Inc., a data center and power infrastructure company majority owned by SoftBank Group Corp., publicly filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission on September 1, 2026, moving toward a proposed initial public offering of its common stock. The company applied to list on the Nasdaq Global Select Market and Nasdaq Texas under the ticker symbol “SBE.” SoftBank Group disclosed the filing in a corporate announcement dated September 2, 2026. The number of shares to be offered and the price range have not yet been determined.

The proposed offering is subject to market and other conditions, including the registration statement being declared effective, and the company said there can be no assurance as to whether or when the offering may be commenced or completed. As part of the proposal, SB Energy also intends to offer shares to retail investors who are tax resident and located in the United Kingdom through a public offer platform operated by Marex Financial, in accordance with UK Financial Conduct Authority rules.

Banks and Concurrent NVIDIA Private Placement

J.P. Morgan, Goldman Sachs (GS ) & Co. LLC, Morgan Stanley (MS ), Citigroup and Mizuho are acting as joint lead book-running managers. BNP Paribas, BTIG, Jefferies, Natixis, RBC Capital Markets and Truist Securities are additional book-running managers, while ING, MUFG, Santander, SMBC Nikko, Daiwa Capital Markets America Inc., Newmark Securities, Raymond James and Rosenblatt are co-managers, according to the company’s announcement.

The registration statement discloses that NVIDIA Corporation (NVDA ) contractually committed to purchase $1.5 billion of a new class of non-voting equity securities, designated Class N common stock, in a concurrent private placement. The per-share price would equal the initial public offering price, and the transaction is contingent upon and scheduled to close simultaneously with the IPO, subject to customary closing conditions. The closing of the IPO is not conditioned upon the closing of the private placement. The filing also describes a prepaid forward contract dated August 17, 2026, under which NVIDIA prepaid $1.5 billion to Energy Global, LP for delivery of Class N shares at the IPO price multiplied by 90%.

Business and Financial Condition

SB Energy describes itself in the prospectus as an integrated data center and power infrastructure company that develops, constructs and plans to operate gigawatt-scale data center facilities while also developing, constructing, owning and operating power generation assets. SoftBank and OpenAI are strategic investors and customers at its data center campuses, and NVIDIA is a strategic investor and residual value guarantor at the PORTS-Pike Technology Campus in Pike County, Ohio.

The company reports approximately $439 billion of backlog, comprising roughly $430 billion of data center segment backlog and approximately $10 billion of standalone power backlog. It reports 8.8 GW-IT of contracted data center capacity, of which 0.8 GW-IT is under construction and 8.0 GW-IT is contracted but not yet under construction. No data center capacity is currently in operation. As of June 30, 2026, its operating power portfolio consisted of approximately 2.2 GWac of solar and battery energy storage projects, with an additional approximately 2.5 GW under construction.

For the six months ended June 30, 2026, SB Energy reported total revenue of $138.7 million and a net loss attributable to the company of $3,208.9 million. That loss included a $589.5 million non-cash stock-based compensation expense and a $2,573.1 million non-cash expense related to the change in fair value of its warrant liability. For the year ended December 31, 2025, the company reported total revenue of $213.5 million and a net loss of $738.0 million; for the year ended December 31, 2024, it reported total revenue of $232.2 million and net income of $106.1 million. As of June 30, 2026, its accumulated deficit was $3,803.0 million. Revenue to date has been generated predominantly by the standalone power segment; the data center segment has not generated significant revenue and is not expected to do so until the first phase of the Cosmos Technology Campus achieves rent commencement, which the company expects in the fourth quarter of 2026.

Corporate Structure and OpenAI Relationship

SB Energy, Inc. is a Texas corporation. It was formed through the statutory conversion of SE Global Holdings, LLC into a Delaware corporation on July 10, 2026, converted into a Texas for-profit corporation on August 28, 2026, and changed its name to SB Energy, Inc. on August 31, 2026. Following the offering, SoftBank Group Corp. is expected to remain the controlling shareholder, and the company will be a “controlled company” under Nasdaq corporate governance rules. The company is an “emerging growth company” under federal securities laws and may elect to comply with certain reduced public-company reporting requirements.

The filing details extensive related-party arrangements with OpenAI. OpenAI holds 3,991,809 warrants at a nominal exercise price of $0.01 per share under an amended and restated warrant agreement dated August 17, 2026, of which 1,737,867 are vested or will vest upon pricing of the offering and will be net exercised for common stock. In August 2026, SB Energy leased the PORTS-Pike Technology Campus site to OpenAI under a 20-year term; that campus is designed to comprise 17 data center buildings aggregating approximately 8.0 GW-IT of critical IT capacity. The company also issued $999.0 million of 8.875% senior secured notes due 2031 in May 2026 to finance the Cosmos Technology Campus in Travis County, Texas, where an affiliate of SoftBank is the tenant under a 15-year triple-net lease. Expected aggregate rent under that lease over its initial term is approximately $2.5 billion, and SoftBank Group Capital Limited has delivered a guaranty for the tenant’s obligations with anticipated aggregate exposure of approximately $2.9 billion.

The company plans to enter into a new senior secured revolving credit facility in connection with the offering and to repay approximately $709.5 million of intercompany notes, plus accrued and unpaid interest, owed to its direct parent SBE Global, LP. The registration statement has been filed with the SEC but has not yet become effective, and the securities may not be sold until it does.