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Exascale Labs names interim CFO at $10K a month

Exascale Labs Holdings Inc. named an experienced hydrogen and infrastructure executive as interim CFO under a low, fixed-fee consulting arrangement.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Exascale Labs Holdings Inc. (XLAB) appointed Gildas Bonnier as Interim Chief Financial Officer and principal financial officer, effective September 4, 2026, while it conducts a formal search for a permanent CFO. He will report to the CEO and be subject to oversight by the Board’s Audit Committee.

The company entered into a consulting agreement under which Mr. Bonnier will receive a $10,000 monthly fee, payable in arrears, as his sole compensation, with no bonus, equity, severance, or employee benefits. The agreement continues until a permanent CFO starts or is earlier terminated, including by either party on 10 days’ written notice.

Mr. Bonnier, 51, has more than 20 years of experience in capital-intensive industrial infrastructure businesses, including senior roles at Air Liquide overseeing a $900 million business unit and partnerships involving approximately $325 million of contemplated capital investment, as well as leadership roles at Nikola Motors and co-founding Grove Hydrogen Solutions.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Monthly consulting fee $10,000 per month Compensation to Gildas Bonnier as Interim CFO under the consulting agreement
Warrant exercise price $11.50 per share Each whole warrant exercisable for one share of Class A Common Stock
Interim CFO age 51 years Age of Gildas Bonnier at the time of appointment
Contemplated capital investment $325 million Partnerships developed by Bonnier as Business Development Director, Hydrogen Energy at Air Liquide
Business unit size $900 million Business unit for which Bonnier developed a five-year strategic plan at Air Liquide
Product line performance managed $500 million Product line performance managed by Bonnier at Air Liquide
Termination notice period 10 days Either party may terminate the consulting agreement on 10 days’ written notice
principal financial officer financial
"will act as the Company’s “principal financial officer” while a formal search"
The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Audit Committee financial
"subject to the oversight of the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Regulation S-K regulatory
"requires disclosure pursuant to Item 404 (a) of Regulation S-K"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
warrants financial
"Warrants, each whole warrant exercisable for one Class A Common Stock"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

FAQ

What executive change did XLAB announce regarding its finance leadership?

Exascale Labs Holdings Inc. appointed Gildas Bonnier as Interim Chief Financial Officer and principal financial officer, effective September 4, 2026, while it conducts a search for a permanent CFO. He will report to the CEO and be overseen by the Audit Committee.

How is Interim CFO Gildas Bonnier compensated by XLAB?

Under a consulting agreement, Exascale Labs will pay Gildas Bonnier a $10,000 per calendar month fee, prorated for partial months and paid in arrears. This fee is his entire compensation, with no bonus, equity awards, severance, or employee benefits provided.

What is the term of Gildas Bonnier’s consulting agreement with XLAB?

The consulting agreement continues until the earlier of a permanent CFO beginning service, termination by either party on 10 days’ written notice, or immediate termination by the company for specified causes such as fraud, willful misconduct, or material breach.

What relevant experience does XLAB’s Interim CFO bring to the role?

Gildas Bonnier has over 20 years of experience in capital-intensive industrial infrastructure businesses, including leading a $900 million business unit, managing a $500 million product line, and developing hydrogen partnerships involving about $325 million of contemplated capital investment.

What are XLAB’s listed securities and trading symbols?

Exascale Labs has Class A Common Stock, par value $0.0001 per share, trading under the symbol XLAB, and warrants, each exercisable for one Class A Common Stock at an exercise price of $11.50, trading under the symbol XLABW, both on The Nasdaq Stock Market LLC.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 4, 2026

 

EXASCALE LABS HOLDINGS INC.

(Exact name of registrant as specified in charter)

 

Delaware   000-0000001-43465   42-3035215

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

820 Gessner Road, Suite 332
Houston, TX 77024

(Address of principal executive offices) (Zip Code)

 

(650) 537-7553

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share   XLAB   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Common Stock at an exercise price of $11.50   XLABW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 4, 2026, Exascale Labs Holdings Inc. (the “Company”) appointed Gildas Bonnier as Interim Chief Financial Officer of the Company, effective as of September 4, 2026. In his position as Interim Chief Financial Officer, Mr. Bonnier will act as the Company’s “principal financial officer” while a formal search process to identify and appoint a permanent Chief Financial Officer of the Company is conducted. Mr. Bonnier will be reporting to the Chief Executive Officer of the Company and will be subject to the oversight of the Audit Committee of the Board of Directors of the Company.

 

Gildas Bonnier, 51, has more than 20 years of experience in P&L oversight, strategic planning, margin improvement, cost optimization, and execution in capital-intensive businesses in the industrial infrastructure sector. From 2003 to 2024, Mr. Bonnier held progressively senior roles at Air Liquide. As Business Development Director, Hydrogen Energy (2021–2024), Mr. Bonnier managed commercial opportunities representing a substantial portion of business-unit revenue and gross margin and developed partnerships involving approximately $325 million of contemplated capital investment. As Data Science Group Lead, R&D (2017–2020), Mr. Bonnier led pricing, contract-optimization and customer analytics initiatives. As Strategic Initiatives and Product Management, Industrial Merchant (2014–2016), Mr. Bonnier developed the five-year strategic plan for a $900 million business unit, managed performance of a $500 million product line, and led pricing and asset-utilization initiatives targeting EBIT improvements. Following Air Liquide, in 2025 Mr. Bonnier served as Head of Hydrogen Sourcing and Partnerships at Nikola Motors, where he led sourcing, commercial restructuring and cost-reduction initiatives. In 2026, he co-founded Grove Hydrogen Solutions, an infrastructure services venture focused on the operations and maintenance of hydrogen refueling stations and owners’ representation during project development and execution. Mr. Bonnier holds an MBA in Finance from the Wharton School, an M.S. in Transportation Infrastructure from École des Ponts ParisTech, and a B.S. in Mechanical Engineering from ESTACA.

 

In connection with the appointment of Mr. Bonnier as the Company’s Interim Chief Financial Officer, the Company entered into a consulting agreement, dated as of September 4, 2026, with Mr. Bonnier (the “Consulting Agreement”). Pursuant to the Consulting Agreement, the Company will pay Mr. Bonnier a fee of $10,000 per calendar month, prorated for any partial month, payable monthly in arrears. The foregoing fee constitutes the entirety of Mr. Bonnier’s compensation for his services as the Company’s Interim Chief Financial Officer. Mr. Bonnier will not be entitled to any bonus, equity award, severance or employee benefits under the Consulting Agreement. The Company will reimburse Mr. Bonnier for reasonable, documented, out-of-pocket business expenses incurred in connection with the performance of his/her services, provided that such expenses are approved in advance by the Company’s Chief Executive Officer. The Consulting Agreement will continue until the earliest of (i) the date a permanent Chief Financial Officer of the Company begins service, (ii) termination by either party upon ten (10) days’ written notice to the other party or (iii) immediate termination by the Company for fraud, willful misconduct, gross negligence, material breach of the Consulting Agreement, violation of applicable law or material Company policy, or refusal to perform the services.

 

There are no arrangements or understandings between Mr. Bonnier and any other person pursuant to which Mr. Bonnier was appointed as Interim Chief Financial Officer of the Company. There are no family relationships between Mr. Bonnier and any director or executive officer of the Company. There are no current or proposed transactions in which Mr. Bonnier has or will have a direct or indirect material interest and in which the Company is or will be a participant that requires disclosure pursuant to Item 404 (a) of Regulation S-K.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 8, 2026 EXASCALE LABS HOLDINGS INC.
     
  By: /s/ Hoansoo Lee
  Name: Hoansoo Lee
  Title: Chief Executive Officer

 

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