Exascale Labs and D. Boral ARC Acquisition I Corp. Announce Effectiveness of Registration Statement on Form S-4

SAN FRANCISCO, June 29, 2026 (GLOBE NEWSWIRE) -- Exascale Labs Inc. ("Exascale" or the "Company"), a provider of next-generation AI compute infrastructure, and D. Boral ARC Acquisition I Corp. (“BCAR”), a special purpose acquisition company, today announced that the registration statement on Form S-4 (File No. 333-295869) (the "Registration Statement") with respect to the previously announced proposed business combination between Exascale and BCAR (the "Business Combination") pursuant to the Business Combination Agreement between BCAR, Exascale and D. Boral ARC Merger Corporation (“Pubco”), among other parties, entered into as of January 12, 2026 (as amended, the “Business Combination Agreement”) was declared effective as of June 24, 2026 by the Securities and Exchange Commission (the "SEC"). The Registration Statement will be supplemented by a definitive proxy statement/prospectus in connection with Extraordinary General Meeting of BCAR shareholders (the “Extraordinary General Meeting”) to consider matters related to the Business Combination. The closing of the Business Combination is subject to approval by BCAR’s shareholders and the satisfaction of other customary closing conditions.

“The SEC's declaration of effectiveness of our Form S-4 is a significant milestone in our journey to become a public company,” said Dr. Hoansoo Lee, Chief Executive Officer of Exascale. “Exascale has developed a purpose-built platform that answers the critical infrastructure challenges facing AI deployment today, and this transaction with BCAR will position us to accelerate our long-term growth strategy, and enhance our visibility, strengthen our strategic flexibility and broaden our access to capital necessary for us to meet the unprecedented demand for compute infrastructure as the AI landscape evolves. We look forward to entering this exciting next chapter for Exascale.”

“Reaching S-4 effectiveness is an important marker on the path to closing, and our confidence in Exascale has grown since the day we announced,” said John Darwin, Chief Financial Officer of BCAR. “Exascale pairs accelerating demand in a high growth industry with multi-year, contracted commitments, a balance that's uncommon at this stage. We're focused on completing the transaction and welcoming Exascale to the public markets."

In the coming days, BCAR expects to file a definitive proxy statement/prospectus to be mailed to BCAR’s shareholders regarding the Business Combination.

The Business Combination Agreement contains certain closing conditions customary for transactions similar to the Business Combination, including receipt of shareholder and regulatory approval. The Business Combination is expected to close shortly after the extraordinary general meeting once all closing conditions have been satisfied or waived. Upon closing, PubCo is expected to operate as Exascale Labs Holdings Inc. and its shares are expected to trade on Nasdaq under the ticker symbol “XLAB.”

About D. Boral ARC Acquisition I Corp.

BCAR is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

About Exascale Labs

Exascale Labs is a next-generation AI infrastructure provider operating an asset-light, software-defined GPU compute platform and related AI infrastructure solutions. Exascale’s core business includes GPU-as-a-Service, through which it provides reserved and on-demand access to high-performance GPU compute capacity sourced from third-party data centers globally, as well as GPU cluster management and optimization services for AI data center operators.

In addition, Exascale has developed certain modular data center, high-density cooling, HVDC power and energy storage solutions designed to address deployment bottlenecks in AI infrastructure. Exascale’s platform is purpose-built for large-scale AI workloads, including LLM training, fine-tuning, and high-concurrency inference. For more information, please visit: https://www.exascalelabs.ai

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “can,” “continue,” “could,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “will,” or the negatives of these terms or variations of them or similar terminology or expressions. These statements include, without limitation, statements regarding the proposed Business Combination, the expected timing and completion of the Business Combination, the operation of PubCo as Exascale Labs Holdings Inc., and the listing of its securities on Nasdaq under the ticker “XLAB.” They also include statements regarding AI infrastructure technologies, the expected demand for AI compute infrastructure, Exascale’s market positioning, and its business strategy, partnerships, and growth.

These statements are based on current expectations and assumptions, and involve risks and uncertainties that could cause actual results or events to differ materially, including, among others, the ability to complete the Business Combination and satisfy closing conditions, changes in customer demand, supply constraints for GPUs and related infrastructure components, competitive pressures, technological risks, operational performance, regulatory changes, and macroeconomic factors.

If any of these risks materialize or the assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither BCAR nor Exascale presently know or can anticipate or that BCAR and Exascale currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect BCAR's, Exascale's and Pubco's expectations, plans or forecasts of future events and views as of the date of this press release. BCAR, Exascale and Pubco anticipate that subsequent events and developments will cause BCAR's, Exascale's and Pubco's assessments to change. However, while BCAR, Exascale and Pubco may elect to update these forward-looking statements at some point in the future, BCAR, Exascale and Pubco specifically disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by BCAR. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and BCAR, Exascale and Pubco undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

BCAR, Exascale and Pubco have filed relevant materials with the SEC, which includes a preliminary proxy statement/prospectus. The Registration Statement has been declared effective and will be supplemented by a definitive proxy statement/prospectus. Once available, BCAR will mail the definitive proxy statement/prospectus and other relevant documents relating to the Business Combination to its shareholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that BCAR will send to its shareholders in connection with the Business Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF BCAR AND EXASCALE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY/PROSPECTUS, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, as they will contain important information about Exascale, BCAR, and the proposed Business Combination. Investors will be able to obtain free copies of these documents, when available, and other documents filed with the SEC by BCAR through the SEC’s website at www.sec.gov.

Participants in the Solicitation

Exascale, BCAR and Pubco and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from BCAR's shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of BCAR's securities are, or will be, contained in filings with the SEC relating to the Business Combination. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of BCAR's shareholders in connection with the Business Combination, including the names and interests of Exascale's directors and executive officers, is set forth in the proxy statement/prospectus included in the Registration Statement for the Business Combination. You may obtain free copies of these documents from the sources described above.

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Investor Contact

Nick Hresko-Staab
KCSA Strategic Communications
Exascale@KCSA.com

Media Contact

Hannah Erger
KCSA Strategic Communications
Exascale@KCSA.com

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