ADSs Explained: Why DayOne and Nscale List Differently
DayOne is offering ADSs on Nasdaq; Nscale is listing ordinary shares directly on the NYSE. Both are foreign-headquartered IPOs — the mechanism differs for a real reason.
Two companies filed IPO paperwork within three weeks of each other this fall, both headquartered outside the US, both aiming at a major American exchange. DayOne Data Centers, based in Singapore, filed a Form F-1 on October 5, 2026 to list American Depositary Shares on the Nasdaq Global Select Market under ticker DODC. Nscale, based in London, filed a Form S-1 on September 18, 2026 to list ordinary shares directly on the New York Stock Exchange under ticker NSCL. Same goal — a US listing for a non-US business — two entirely different structures. The difference isn't cosmetic; it changes what a share actually represents and how an SEC filing has to be built.
What an ADS actually is
An American Depositary Share isn't a share of the foreign company. It's a certificate, issued by a US depositary bank, representing a claim on shares the bank (or its custodian) holds in the company's home market. The depositary registers the program on Form F-6 with the SEC — a separate registration from the company's own offering document — and that filing spells out the ratio: how many ordinary shares back each ADS. The structure exists because US clearing and settlement systems (DTC) aren't built to hold foreign-registered shares directly for most markets, so the depositary sits in between: holding the real shares abroad, issuing a US-tradable proxy for them, passing through dividends (converted to dollars, net of fees) and voting instructions. Holders can cancel ADSs to withdraw the underlying shares if they want to hold the foreign stock directly instead.
Why DayOne needs one
DayOne's F-1 states plainly that the company is a "foreign private issuer" and an "emerging growth company" under SEC rules — both status designations that come with reduced disclosure obligations relative to a US domestic filer. Spun off from Chinese data-center operator GDS Holdings in 2025, DayOne runs facilities across Malaysia, Hong Kong, Japan, Finland and Spain, and its F-1 confirms the offering is of ADSs representing ordinary shares, not the ordinary shares themselves, with closing contingent on the ADSs actually clearing Nasdaq listing. Morgan Stanley, JPMorgan, BofA Securities and Citigroup are the lead underwriters, and the filing gives them a standard 30-day option on additional ADSs. This is the default path for a foreign private issuer that wants US-exchange liquidity without re-registering its shares into a form DTC can settle natively — one DayOne joins alongside the companies tracked on Zorro's IPO pipeline that have taken the same route in the past, including DayOne's own spinout timeline, which this week's roundup of new pipeline filings covered the day it hit EDGAR.
Why Nscale doesn't
Nscale's S-1 tells a different story from the first page. The company is incorporated in England and Wales, headquartered in London, and will re-register as a UK public limited company — Nscale plc — before the offering closes. None of that stopped it from filing the domestic registration form (S-1, not F-1) and applying to list its ordinary shares directly on the NYSE, with no ADS structure in between. Whether a company files as a foreign private issuer isn't just a function of where it's incorporated or headquartered — the SEC's test also looks at where a majority of officers and directors are located, where the business is principally administered, and how much of the company's voting stock is held by US residents. A company that doesn't clear that bar has to file and report as a domestic issuer regardless of its country of incorporation, and an S-1 for ordinary shares is the form that follows from that status. Nscale's own IPO — the one carrying the $44.6 billion Anthropic compute deal — is proceeding on exactly that domestic track.
The investor-facing difference that matters
For a buyer, the distinction shows up in several concrete ways once a stock starts trading. An ADS holder votes by instructing the depositary, which then votes the underlying shares on their behalf — an extra link in the chain compared to a direct ordinary shareholder, who votes directly. ADS dividends arrive in dollars after the depositary converts the home-currency payout and deducts its own fee, disclosed in the F-6; ordinary-share dividends on a stock like Nscale's would be declared and need converting by the broker or custodian the investor already uses, with no depositary fee layer at all. And because an ADS ratio can be set to almost any number of underlying shares, a depositary can effectively choose what a US-listed "share" costs in dollar terms — a lever that doesn't exist for a company listing its actual shares.
There's a third pattern worth distinguishing from both: a company that skips the US market entirely and lists on its own home exchange instead. Mynt, the parent of GCash, priced its offering in Philippine pesos and listed on the Philippine Stock Exchange rather than pursuing any form of US cross-listing — its 94 million GCash users are the natural buyer base, and there was no need to build either an ADS program or a domestic SEC filing to reach them. DayOne and Nscale, by contrast, are both chasing the deeper liquidity and valuation comps of a US listing; they're just arriving there through structurally different doors.
What to watch once both price
Neither F-1 nor S-1 has been declared effective yet, so share counts and price ranges for both DayOne and Nscale remain unset as of this writing. Once pricing is set, the structural choice each company made becomes more than a filing-form footnote: it determines whether a buyer's shares settle as ADSs sitting in a depositary program or as ordinary shares sitting directly in an NYSE-cleared account. Both companies currently sit among the unpriced names on Zorro's pipeline tracker; once each actually lists, it moves to the recent-IPO board, where the ADS-versus-ordinary-share distinction will keep mattering every time a dividend, a vote, or a currency conversion comes due.