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D. Boral ARC Acquisition I Corp. (BCAR) is filing a Form 15 to terminate the registration of its listed securities under Section 12(g) of the Exchange Act and to suspend its duty to file reports under Sections 13 and 15(d).
The filing covers the company’s units (each consisting of one Class A ordinary share and one-half of one redeemable warrant), its standalone Class A ordinary shares, and its warrants, each whole warrant being exercisable for one Class A ordinary share at an exercise price of $11.50 per share. The company indicates zero for the covered Class A ordinary shares and zero for the covered warrants. The notice is signed by John Darwin, Chief Financial Officer.
D. Boral ARC Acquisition I Corp. (BCAR) is having its Class A ordinary shares, warrants, and units removed from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq Stock Market LLC filed a Form 25 certifying that it has complied with its own rules and SEC Rule 12d2-2 for striking these securities from listing and registration. The company is identified as having its principal executive offices in New York, New York, and the filing references the issuer’s compliance with exchange rules and 17 CFR 240.12d2-2(c) governing voluntary withdrawal.
D. Boral ARC Acquisition I Corp., a SPAC, reported net income of $3.9 million for the six months ended June 30, 2026, driven by $5.1 million of interest on cash held in its trust account, partially offset by $1.2 million of formation and operating costs.
Total assets were $290.1 million, including $289.9 million of cash in the trust account and $41,733 of operating cash, with a working capital deficit of $618,911. The company has 28,000,000 Class A ordinary shares subject to redemption and 12,000,000 Class B founder shares outstanding.
The company entered into a $500 million all-stock business combination agreement with Exascale Labs Inc. and shareholders approved the deal on July 29, 2026, when 26,865,211 Class A shares (95.95% of public shares) were redeemed, leaving approximately $12 million expected to remain in the trust. Management discloses substantial doubt about the ability to continue as a going concern due to limited liquidity and the requirement to complete a business combination by January 31, 2027 or liquidate.
D. Boral ARC Acquisition I Corp. received an updated Schedule 13G/A from Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr., reporting beneficial ownership of 2,643,991 Class A shares, representing 9.06% of the class. The reporting persons have shared voting and dispositive power over all of these shares and no sole voting or dispositive power. The shares are held for the accounts of several Harraden-managed funds, and certain of these funds, including Harraden Circle Investors, LP, have the right to receive dividends and sale proceeds. The amendment reflects an internal reorganization effective June 30, 2026 that removed former reporting persons who are no longer beneficial owners.
The Goldman Sachs Group, Inc. and its subsidiary Goldman Sachs & Co. LLC report amended passive ownership of Class A ordinary shares of D. Boral Arc Acquisition I Corp. As of June 30, 2026, they beneficially own 1,246,549 shares, representing 4.4% of the class.
All voting and dispositive authority over these shares is reported as shared, with no sole power. The position is held through Goldman Sachs & Co. LLC as a broker-dealer and investment adviser subsidiary. The reporting units of Goldman Sachs disclaim beneficial ownership for certain client accounts and investment entities. A joint filing agreement authorizes coordinated amendments.
D. Boral ARC Acquisition I Corp. reported that shareholders approved all proposals related to its business combination with Exascale Labs Inc. at a July 29, 2026 extraordinary general meeting. Holders of 25,658,433 of 41,200,000 ordinary shares entitled to vote were present, representing 62.28% of shares.
Shareholders approved the Business Combination Agreement, the Domestication Merger from the British Virgin Islands to Delaware, and new organizational documents for the post-combination Delaware corporation. Upon domestication, PubCo will be renamed Exascale Labs Holdings Inc. They also approved advisory changes to authorized share structure and voting rights (including high-vote Class B), exclusive forum provisions, higher thresholds to amend certain charter provisions, director removal for cause with a 66⅔% vote, and the corporate name change.
Shareholders elected a five-member PubCo board with staggered terms, approved an Equity Incentive Plan, and authorized the issuance of PubCo common stock and warrants under Nasdaq Listing Rule 5635 in connection with the business combination. Public shareholders elected to redeem 26,865,211 Class A ordinary shares, representing 95.95% of outstanding public shares.
D. Boral ARC Acquisition I Corp. shareholders approved the business combination with Exascale Labs Inc., including the Acquisition Merger, a domestication from the British Virgin Islands to Delaware, and new organizational documents for the post‑closing company, to be named Exascale Labs Holdings Inc. Shareholders also approved six advisory governance changes, elected five directors with staggered terms, adopted an equity incentive plan, and approved the issuance of PubCo common stock and warrants under Nasdaq Listing Rule 5635.
Holders redeemed 26,865,211 Class A ordinary shares, representing 95.95% of outstanding public shares, leaving approximately $12 million in BCAR’s trust account, which satisfies the minimum cash closing condition. The combined company’s Class A common stock and warrants are expected to trade on Nasdaq under the symbols “XLAB” and “XLABW”. Exascale operates a next‑generation, asset‑light AI infrastructure platform focused on GPU‑as‑a‑Service and related data center solutions.
Exascale Labs, which is completing a Business Combination with D. Boral ARC Acquisition I Corp. (Nasdaq: BCAR), outlines progress on an estimated $300 million AI customer opportunity pipeline. The update highlights a non-binding MOU with RUTILEA for potential development and commercialization of up to 20MW of data center capacity, a recently announced $71.4 million agreement with Dimension AI creating a multi-year GPU-as-a-Service revenue opportunity, and a $53 million MOU with AI Nova for potential near-term AI infrastructure revenue. Exascale describes an asset-light, software-defined GPU compute and modular data center platform focused on large-scale AI workloads and reminds BCAR shareholders to review the Form S-4 registration statement and proxy statement/prospectus related to the proposed Business Combination.
Exascale Labs Inc., which is pursuing a Business Combination with D. Boral ARC Acquisition I Corp. (BCAR), entered a three-year Compute Service Agreement with Dimension AI Pte. Ltd. Under this agreement, Exascale will procure approximately US$71.4 million of dedicated GPU compute capacity to expand its GPU‑as‑a‑Service and token factory platform.
Exascale operates an asset‑light, software‑defined AI infrastructure platform for large‑scale workloads such as LLM training, fine‑tuning and high‑concurrency inference, and also offers modular data center and power solutions. After completion of the Business Combination, the combined company is expected to operate as Exascale Labs Holdings Inc., with Class A common stock expected to trade on Nasdaq under ticker “XLAB.”
D. Boral ARC Acquisition I Corp. furnished an 8-K reporting that the registrant and Exascale scheduled an Extraordinary General Meeting to vote on the previously announced Business Combination. The Meeting is set for July 29, 2026 at 10:00 AM Eastern Time. Shareholders of record as of July 6, 2026 are eligible to attend and vote. The Meeting will be held in person at Loeb & Loeb LLP in New York and virtually at www.proxydocs.com/BCAR. The filing states that a Registration Statement on Form S-4 (File No. 333-297214) has been filed and that the definitive proxy statement/prospectus has been mailed to shareholders.