Exascale Labs completes SPAC merger with D. Boral ARC, begins trading on Nasdaq as XLAB

The filing discloses that the Investment Management Trust Agreement with Odyssey Transfer and Trust Company was terminated on the Closing Date in connection with the consummation of the Business Combination. This is a standard step when a SPAC completes its merger, releasing the trust funds to the combined company.

The Administrative Services Agreement with the Sponsor, MFH 1, LLC, was also terminated on the Closing Date. This agreement had required monthly payments of $20,000 to the Sponsor for office space and administrative services. Its termination ends that recurring expense for the combined company.

The 8-K reports the completion of the business combination between BCAR (a shell company) and Exascale, with PubCo succeeding to Exascale's business. This is the primary event disclosed.

The filing discloses the new executive officers and directors of PubCo following the business combination. Hoansoo Lee serves as CEO and interim CFO, and Wenying Jia as Chairperson.

PubCo's Class A shares and warrants began trading on Nasdaq under new ticker symbols following the business combination. The Class B shares are not publicly traded.

The filing incorporates audited financial statements for Exascale and BCAR, as well as unaudited interim and pro forma financial information, by reference from the Proxy Statement/Prospectus.

Former Exascale stockholders and SAFEholders are restricted from selling or distributing certain PubCo shares for six months after the Business Combination closes, or earlier if PubCo undergoes a liquidation, merger, or similar transaction. This lock-up helps stabilize the share price after the combination.

The filing discloses that the pre-combination BCAR securities stopped trading on Nasdaq when the business combination closed. This is a routine part of a SPAC merger, where the old shell's securities are replaced by the new operating company's securities.

The new public company's Class A ordinary shares and warrants were approved for listing on Nasdaq and began trading under the tickers XLAB and XLABW on August 28, 2026. This confirms the company has completed its transition to a publicly traded operating entity.

The company completed its business combination and adopted a new charter and bylaws, which materially modify the rights of security holders. The details are incorporated by reference from the proxy statement/prospectus.

The company appointed HTL International, LLC as its new independent auditor effective immediately upon the business combination closing. The new auditor will audit the company's consolidated financial statements for the fiscal year ending June 30, 2027.

The company dismissed its predecessor auditor, Guangdong Prouden CPAs GP, effective upon the business combination closing. The dismissal was part of the transition to the new auditor.

The company states there were no disagreements or reportable events with the predecessor auditor, which is a positive sign for the auditor transition. However, the predecessor auditor's report did contain a going-concern explanatory paragraph.

The filing discloses a change in control of the registrant. The specific details are incorporated by reference from the Introductory Note and the 'Security Ownership of Certain Beneficial Owners and Management' section in Item 2.01 of the same 8-K.

The company adopted a new equity incentive plan in connection with its business combination, initially reserving 10 million Class A ordinary shares for awards. This creates a pool for future stock-based compensation to employees, directors, and consultants.

The plan includes an evergreen provision that automatically adds shares equal to 5% of outstanding Class A common stock each January 1 starting in 2027, unless the board elects a smaller amount. This can lead to ongoing dilution over time without requiring a separate shareholder vote each year.

The company changed its fiscal year end from December 31 to June 30 in connection with the Business Combination. This aligns the reporting calendar with Exascale's historical fiscal year.

The filing discloses that the business combination between D. Boral ARC Acquisition I Corp. and Exascale Labs Inc. was consummated, with the announcement made via press release on August 27, 2026. This marks the completion of the SPAC merger that created Exascale Labs Holdings Inc. as the public company.

The 8-K incorporates by reference the audited financial statements of BCAR (the SPAC) and Exascale (the operating company), as well as unaudited interim financial statements for both entities. These statements were previously included in the proxy statement/prospectus filed with the SEC.

The filing includes unaudited pro forma combined financial information showing what the merged company's financials would look like as of March 31, 2026. This gives investors a view of the combined entity's financial position after the merger.

The merger between BCAR and Exascale closed on August 27, 2026, after shareholder approval on July 29, 2026. The combined company is now named Exascale Labs Holdings Inc.

The combined company has about 64.3 million shares outstanding, split between Class A (one vote per share) and Class B (twenty votes per share). The Class A common stock capital structure (full multi-class details, if any, are in the charter exhibit / prospectus — not disclosed in this filing body) gives Exascale's former Class B holders significant voting control.

For the nine months ended March 31, 2026, pro forma combined revenue was $10,561,331. The pro forma net loss for the same period was $3,469,636, as shown in the statement of operations.

Pro forma basic and diluted net loss per share was $0.065 for the year ended June 30, 2025 and $0.054 for the nine months ended March 31, 2026. These figures reflect the combined company's historical losses on a per-share basis.

Exascale Labs Inc. completed its previously announced merger with SPAC D. Boral ARC Acquisition I Corp. The deal closed after BCAR shareholders approved it at a July 29, 2026 meeting. The combined company is now named Exascale Labs Holdings Inc.

The combined company's Class A common stock will trade under ticker XLAB and warrants under XLABW on Nasdaq beginning August 28, 2026. Each existing BCAR unit separates into one share of Class A common stock and one-half of one warrant, so BCAR units will no longer trade as a separate security.

Exascale disclosed an approximately $300 million qualified customer pipeline. The filing cautions that this pipeline consists of prospective customer opportunities and is not indicative of contracted revenue, bookings, or backlog, and there is no assurance any opportunity will convert into revenue.

Exascale operates an asset-light, software-defined GPU compute platform. Its core business is GPU-as-a-Service, providing reserved and on-demand access to high-performance GPU capacity sourced from third-party data centers, plus GPU cluster management and optimization services for AI data center operators.