# D. Boral ARC Acquisition I Corp. (BCARW) — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_428066ed4b8fc1300682 · retrieved 2026-08-11T16:12:48.020Z

## Overview
Exascale Labs is a next-generation AI infrastructure provider operating an asset-light, software-defined GPU compute platform and related AI infrastructure solutions, including GPU-as-a-Service, GPU cluster management and optimization services, and modular data center and high-density cooling solutions designed for large-scale AI workloads.

On July 29, 2026, D. Boral ARC Acquisition I Corp. (BCAR) shareholders voted to approve the Business Combination Agreement with Exascale Labs Inc., dated January 11, 2026. The transaction includes a domestication of BCAR from the British Virgin Islands to Delaware and a merger of BCAR's subsidiary Merger Sub with Exascale, with Exascale surviving as a wholly-owned subsidiary of the renamed PubCo (Exascale Labs Holdings Inc.). Following shareholder redemptions of 26,865,211 Class A ordinary shares (95.95% of public shares), approximately $12 million remains in BCAR's trust account, which will be available to the combined company at closing and satisfies the minimum cash closing condition. The combined company is expected to trade on Nasdaq under ticker symbols XLAB and XLABW.

## Terms
- Counterparty: Exascale Labs Inc. · Deal value: $12.0M · Consideration: cash · Price/share: $10

## Key dates
- Announced 2026-07-08 · Record 2026-07-06 · Vote 2026-07-29 · Expected close 2026-09-01

## Timeline
- 2026-01-13 · 425 (0001829126-26-000261): 425 - D. Boral ARC Acquisition I Corp. — *Exascale Labs Inc. is a Delaware corporation engaged in artificial intelligence infrastructure and high-performance computing services.* On January 11, 2026, D. Boral ARC Acquisition I Corp. (BCAR), a blank-check company, entered into a definitive merger agreement with Exascale Labs Inc. The transaction is structured as a two-step business combination: first, BCAR reincorporates in Delaware by merging into its subsidiary D. Boral ARC Merger Corporation (PubCo), which survives as the publicly traded entity; second, BCAR's merger subsidiary merges with and into Exascale, making Exascale a wholly owned subsidiary of PubCo. The aggregate merger consideration is $500,000,000, payable as 50,000,000 newly issued shares of PubCo common stock valued at $10.00 per share. Exascale shareholders will receive PubCo Class A and Class B shares based on their holdings, with Class B shares carrying 20 votes per share and Class A shares carrying 1 vote per share. SAFE holders will receive PubCo Class A shares calculated per their SAFE terms. The transaction is expected to close by September 1, 2026 (the Outside Date), subject to customary closing conditions including shareholder approval and Nasdaq listing approval.
  https://www.sec.gov/Archives/edgar/data/2065779/0001829126-26-000261.txt
- 2026-07-08 · 8-K (0001829126-26-007391): BCAR schedules shareholder vote on Exascale Labs merger for July 29, 2026 — *D. Boral ARC Acquisition I Corp. is a special purpose acquisition company formed to effect a merger or similar business combination with one or more businesses.* D. Boral ARC Acquisition I Corp. (BCAR) and Exascale Labs Inc. entered into an Agreement and Plan of Merger on January 11, 2026. On July 7, 2026, the parties announced that an Extraordinary General Meeting of BCAR shareholders has been scheduled for July 29, 2026 at 10:00 AM Eastern Time to approve the proposed business combination. Upon closing, the combined company is expected to operate as Exascale Labs Holdings Inc. and trade on Nasdaq under the ticker symbol "XLAB." Exascale Labs is a next-generation AI infrastructure provider offering GPU-as-a-Service, GPU cluster management and optimization services, and modular data center solutions.
  https://www.sec.gov/Archives/edgar/data/2065779/0001829126-26-007391.txt
- 2026-07-29 · 8-K (0001829126-26-008043): 8-K - D. Boral ARC Acquisition I Corp. — *Exascale Labs is a next-generation AI infrastructure provider operating an asset-light, software-defined GPU compute platform and related AI infrastructure solutions, including GPU-as-a-Service, GPU cluster management and optimization services, and modular data center and high-density cooling solutions designed for large-scale AI workloads.* On July 29, 2026, D. Boral ARC Acquisition I Corp. (BCAR) shareholders voted to approve the Business Combination Agreement with Exascale Labs Inc., dated January 11, 2026. The transaction includes a domestication of BCAR from the British Virgin Islands to Delaware and a merger of BCAR's subsidiary Merger Sub with Exascale, with Exascale surviving as a wholly-owned subsidiary of the renamed PubCo (Exascale Labs Holdings Inc.). Following shareholder redemptions of 26,865,211 Class A ordinary shares (95.95% of public shares), approximately $12 million remains in BCAR's trust account, which will be available to the combined company at closing and satisfies the minimum cash closing condition. The combined company is expected to trade on Nasdaq under ticker symbols XLAB and XLABW.
  https://www.sec.gov/Archives/edgar/data/2065779/0001829126-26-008043.txt
- 2026-07-29 · 425 (0001829126-26-008044): 425 - D. Boral ARC Acquisition I Corp. — *Exascale Labs is a next-generation AI infrastructure provider operating an asset-light, software-defined GPU compute platform and related AI infrastructure solutions, including GPU-as-a-Service, GPU cluster management and optimization services, and modular data center, high-density cooling, HVDC power and energy storage solutions designed for large-scale AI workloads.* On July 29, 2026, shareholders of D. Boral ARC Acquisition I Corp. (BCAR) approved the Business Combination Agreement dated January 11, 2026, whereby Exascale Labs Inc. will merge with BCAR's subsidiary, with Exascale surviving as a wholly-owned subsidiary of the resulting Delaware corporation (PubCo), to be renamed Exascale Labs Holdings Inc. Upon closing, the combined company's Class A common stock and warrants are expected to trade on Nasdaq under ticker symbols "XLAB" and "XLABW," respectively. Following shareholder redemptions of 26,865,211 Class A ordinary shares (95.95% of public shares), approximately $12 million remains in BCAR's trust account, net of transaction expenses, which will be available to PubCo at closing and satisfies the minimum cash closing condition.
  https://www.sec.gov/Archives/edgar/data/2065779/0001829126-26-008044.txt

## Citations
- 0001829126-26-000261 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000182912626000261
- 0001829126-26-007391 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000182912626007391
- 0001829126-26-008043 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000182912626008043
- 0001829126-26-008044 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000182912626008044