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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. 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.
D. Boral ARC Acquisition I Corp. (BCAR) has scheduled an Extraordinary General Meeting of shareholders for July 29, 2026 at 10:00 a.m. Eastern Time to vote on its previously announced business combination with Exascale Labs Inc.
Shareholders of record as of July 6, 2026 may attend and vote, either in person at Loeb & Loeb LLP in New York or virtually via proxydocs.com/BCAR. If approved and closing conditions are satisfied or waived, the combined company is expected to operate as Exascale Labs Holdings Inc. with its shares trading on Nasdaq under the ticker “XLAB.”
D. Boral ARC Acquisition I Corp. is seeking shareholder approval to complete a business combination with Exascale Labs Inc. under an Agreement and Plan of Merger dated January 11, 2026. The merger consideration contemplates 50,000,000 shares of PubCo common stock to be issued at closing.
The transaction contemplates a domestication of BCAR into Delaware, issuance of dual-class PubCo stock, and a Minimum Cash Financing condition requiring PubCo to receive at least $5,000,000 before closing. An Extraordinary General Meeting is scheduled for July 29, 2026 (Record Date: July 6, 2026), and BCAR estimates a per-share redemption price of approximately $10.36 based on trust account balances.
Merus Global Investments, LLC reports beneficial ownership of 1,458,618 Class A ordinary shares of D. Boral ARC Acquisition I Corp. This equals 5.1% of the Class A shares based on 28,561,542 shares outstanding as of May 15, 2026, per the issuer's Form 10-Q. The filing states Merus holds sole voting power and sole dispositive power over all 1,458,618 shares. The filing is signed by Amrita M. Mahabaleswara as General Counsel and Head of Compliance on June 10, 2026.
D. Boral ARC Acquisition I Corp. (BCAR) furnished a press release from its merger partner Exascale Labs announcing CEO Dr. Hoansoo Lee’s presentation at the Guosheng Securities SST Industry Forum in Shanghai on May 29, 2026. The talk will focus on solid-state transformers (SST) and high‑voltage direct current (HVDC) architectures for high‑density AI data centers.
The filing reiterates that BCAR and Exascale have a pending business combination, with Exascale Labs Holdings Inc. expected to list on Nasdaq under the ticker XLAB after closing. The information in this item, including the press release, is furnished rather than filed and includes standard forward‑looking statement and no‑offer disclaimers.