BCARU 8-K
D. Boral ARC Acquisition I Corp. (BCARU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
| British Virgin Islands | |
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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) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 29, 2026, D. Boral ARC Acquisition I Corp. (the “Company” or “BCAR”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). On July 6, 2026, the record date for the Extraordinary General Meeting, there were 41,200,000 ordinary shares of the Company entitled to be voted at the Extraordinary General Meeting among which 25,658,433 ordinary shares of the Company or 62.28% were represented in person or by proxy.
| 1. | The Business Combination Proposal |
Shareholders approved by way of an ordinary resolution and adopt the Agreement and Plan of Merger, dated as of January 11, 2026 (the “Business Combination Agreement”), by and among BCAR, D. Boral ARC Merger Corporation, a Delaware corporation and a direct, wholly owned subsidiary of BCAR (“PubCo”), D. Boral Arc Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of BCAR (“Merger Sub”), and Exascale Labs Inc., a Delaware corporation (the “Company” or “Exascale”), pursuant to which, among other things, following the closing of the Domestication Merger (as defined below), Merger Sub shall be merged with and into Exascale, with Exascale surviving the merger as a wholly-owned subsidiary of PubCo (the “Acquisition Merger”), and approve the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement. The Acquisition Merger, together with the Domestication Merger and the other agreements and transactions contemplated by the Business Combination Agreement, are referred to herein as the “Business Combination.” We refer to this proposal as the “Business Combination Proposal.”
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 24,503,325 | 1,120,108 | 35,000 |
| 2. | The Domestication Merger Proposal |
Shareholders approved by way of an ordinary resolution and adopt the domestication of BCAR pursuant to the Business Combination Agreement, and subject to the conditions of the Business Combination Agreement, pursuant to which BCAR shall continue out of the British Virgin Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation by means of a merger (the “Domestication Merger”) of BCAR with and into PubCo, with PubCo as the surviving company pursuant to the Business Companies Act, (Revised Edition 2020) as amended, of the British Virgin Islands and Section 388 and other applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). Upon the Domestication Merger, PubCo shall change its name to “Exascale Labs Holdings Inc.” We refer to this proposal as the “Domestication Merger Proposal.”
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 24,502,235 | 1,121,108 | 35,000 |
| 3. | Organizational Documents Proposal |
Shareholders approved by way of an ordinary resolution the proposed amended and restated certificate of incorporation (the “Proposed Charter”) and the proposed amended and restated bylaws (“Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of PubCo (a corporation incorporated in the State of Delaware). We refer to this proposal as the “Organizational Documents Proposal”.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 24,502,235 | 1,121,108 | 35,000 |
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| 4. | The Advisory Organizational Documents Proposals |
Shareholders approved on an advisory non-binding basis by way of an ordinary resolution the following six separate proposals for material differences between the Current Charter and the Proposed Organizational Documents in the form attached to the accompanying proxy statement/prospectus as Annex B-1 and B-2. We refer to these proposals collectively as the “Advisory Organizational Documents Proposals”.
Advisory Organizational Documents Proposal 4A (Authorized Shares) — authorize the amendment and redesignation of the authorized shares of BCAR from (a) 500,000,000 BCAR Class A Ordinary Shares, 50,000,000 BCAR Class B Ordinary Shares and 5,000,000 BCAR preference shares, in each case par value $0.0001 per share, to (b) 260,000,000 shares of PubCo Class A Ordinary Common Stock, 35,000,000 shares of PubCo Class B Super Common Stock, and 5,000,000 shares of PubCo Preferred Stock, in each case par value $0.0001 per share (“Advisory Organizational Documents Proposal 4A”).
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 24,502,222 | 1,131,108 | 25,013 |
Advisory Organizational Documents Proposal 4B (Change in Voting Rights) — to change the voting rights of PubCo’s Common Stock such that, each PubCo Class A Ordinary Common Stock will be entitled to one (1) vote per PubCo Class A Ordinary Common Stock on all matters submitted to a vote of the stockholders of PubCo, and each PubCo Class B Super Common Stock will be entitled to twenty (20) votes per PubCo Class B Super Common Stock on all matters submitted to a vote of the stockholders of PubCo, and that the PubCo Class A Ordinary Common Stock and PubCo Class B Super Common Stock shall vote together on all matters except as explicitly required by the DGCL or as explicitly set forth in the Proposed Charter (“Advisory Organizational Documents Proposal 4B”).
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 23,852,235 | 1,781,108 | 25,000 |
Advisory Organizational Documents Proposal 4C (Exclusive Forum Provision) — to authorize adopting Delaware as the exclusive forum for certain stockholder litigation and adopting the federal district courts of the United States as the exclusive forum for resolving complaints asserting a cause of action under the Securities Act of 1933, as amended (the “Securities Act”) (“Advisory Organizational Documents Proposal 4C”).
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 23,852,235 | 1,781,108 | 25,000 |
Advisory Organizational Documents Proposal 4D (Required Vote to Amend Charter) — to approve provisions providing that the affirmative vote of at least 66⅔% of the voting power of all the then outstanding shares of capital stock of PubCo entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of Article FIFTH, Article SIXTH, Article SEVENTH, Article EIGHTH, Article NINTH, Article TENTH or Article ELEVENTH of the Proposed Charter (“Advisory Organizational Documents Proposal 4D”).
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 23,853,235 | 1,780,108 | 25,000 |
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Advisory Organizational Documents Proposal 4E (Removal of Directors) — to approve provisions permitting the removal of a director, but only for cause, and then by the affirmative vote of at least 66⅔% of the voting power of all the then outstanding shares entitled to vote generally in the election of directors, voting together as a single class (“Advisory Organizational Documents Proposal 4E”).
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 23,851,677 | 1,781,666 | 25,000 |
Advisory Organizational Documents Proposal 4F (Name Change) — to approve the change of the name of PubCo to “Exascale Labs Holdings Inc.” (“Advisory Organizational Documents Proposal 4F”).
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 24,502,677 | 1,130,108 | 25,558 |
| 5. | Directors Proposal |
Shareholders approved to elect Hoansoo Lee, Wenying Jia, David Card, Shachar Kariv and Jaeyoung Shin as the directors of PubCo, with Hoansoo Lee to serve until the 2029 annual meeting and until his successor has been duly elected and qualified or until his earlier resignation, removal or death, with each of Wenying Jia and David Card to serve until the 2028 annual meeting and until their respective successors have been duly elected and qualified or until their earlier resignation, removal or death, and with each of Shachar Kariv and Jaeyoung Shin to serve until the 2027 annual meeting and until their respective successors have been duly elected and qualified or until their earlier resignation, removal or death. We refer to this proposal as the “Directors Proposal”.
The voting results were as follows:
| FOR | WITHHELD | ABSTAIN | ||||
| Hoansoo Lee | 24,523,615 | 1,109,728 | 25,000 | |||
| Wenying Jia | 24,523,615 | 1,109,728 | 25,000 | |||
| David Card | 24,524,615 | 1,108,728 | 25,000 | |||
| Shachar Kariv | 24,523,615 | 1,109,728 | 25,000 | |||
| Jaeyoung Shin | 24,523,615 | 1,109,728 | 25,000 |
| 6. | The Equity Incentive Plan Proposal |
Shareholders approved by an ordinary resolution the Equity Incentive Plan. We refer to this proposal as the “Equity Incentive Plan Proposal”.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 24,520,580 | 1,109,708 | 28,055 |
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| 7. | The Nasdaq Proposal |
Shareholders approved by an ordinary resolution, for purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635, the issuance of PubCo Common Stock and PubCo Warrants in connection with the Business Combination. We refer to this proposal as the “Nasdaq Proposal”.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 24,523,635 | 1,109,708 | 25,000 |
As there were sufficient votes to approve the above proposals, Proposal No. 8, the “Adjournment Proposal” described in the proxy statement was not presented to shareholders. Each of the proposals described above was approved by the Company’s shareholders. The Company’s shareholders elected to redeem an aggregate of 26,865,211 Class A ordinary shares, representing 95.95% of the outstanding public shares, at the Extraordinary General Meeting.
Item 8.01. Other Events.
On July 29, 2026, Exascale and BCAR issued a joint press release announcing the approval of the Business Combination Proposal as well as other proposals related to the Business Combination considered and voted upon at the Extraordinary General Meeting. The press release is furnished as exhibit 99.1 hereto and incorporated into this Item 8.01.
The information in this Item 8.01, including Exhibit 99.1, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or Exchange Act.
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Forward-Looking Statements
This Current Report on Form 8-K 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,” and similar expressions. These statements include, without limitation, statements regarding the proposed Business Combination, the expected timing and completion of the Business Combination, the expected trading of PubCo’s Class A common stock and warrants on Nasdaq, expectation regarding the need for additional third-party financing, and the anticipated use of the proceeds of the cash held in trust after redemptions. 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 contained in or implied by these forward-looking statements. There may be additional risks that neither BCAR, PubCo nor Exascale presently know or can anticipate or that BCAR, PubCo and Exascale currently believe are immaterial that could also cause actual results to differ materially from those contained in or implied by 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 Current Report on Form 8-K. 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.
No Offer or Solicitation
This Current Report on Form 8-K 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.
| Item 9.01. | Financial Statements and Exhibits. |
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Press Release, dated July 29, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 29, 2026 | ||
| D. BORAL ARC ACQUISITION I CORP. | ||
| By: | /s/ John Darwin | |
| Name: | John Darwin | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Exascale Labs and D. Boral ARC Acquisition I Corp. Announce Shareholder Approval of Business Combination
SAN FRANCISCO, July 29, 2026 (GLOBE NEWSWIRE) – Exascale Labs Inc. (“Exascale”), a provider of next-generation AI compute infrastructure, and D. Boral ARC Acquisition I Corp. (Nasdaq: BCAR) (“BCAR”), a special purpose acquisition company, today announced that at the Extraordinary General Meeting of Shareholders of BCAR (the “Meeting”) held today, Wednesday, July 29, 2026, BCAR’s shareholders voted to approve the previously announced business combination between Exascale and BCAR (the “Business Combination”), as well as all other proposals related to the Business Combination considered and voted upon at the Meeting.
BCAR and Exascale expect the Business Combination to be completed shortly, subject to the satisfaction or waiver of remaining closing conditions. Upon closing, the combined company (“PubCo”) is expected to operate as Exascale Labs Holdings Inc. and its shares of Class A common stock and warrants are expected to trade on Nasdaq under the ticker symbols “XLAB” And “XLABW,” respectively.
Following redemptions by BCAR shareholders in connection with the Meeting, there is approximately $12 million remaining in BCAR’s trust account, which amount, net of transaction expenses, will be available to PubCo at closing. The amount retained in the trust account satisfies the minimum cash closing condition under the terms of the business combination agreement. Exascale and BCAR do not currently anticipate pursuing any additional financing prior to closing the transaction.
The results of the Meeting, as tabulated by an independent inspector of elections, will be included in a current report on Form 8-K to be filed by BCAR with the U.S. Securities and Exchange Commission (the “SEC”).
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
Exascale 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 about Exascale, 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,” and similar expressions. These statements include, without limitation, statements regarding the proposed Business Combination, the expected timing and completion of the Business Combination, the expected trading of PubCo’s Class A common stock and warrants on Nasdaq, expectations regarding the need for additional third-party financing, and the anticipated use of the proceeds of the cash held in trust after redemptions. 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 contained in or implied by these forward-looking statements. There may be additional risks that neither BCAR, PubCo nor Exascale presently know or can anticipate or that BCAR, PubCo and Exascale currently believe are immaterial that could also cause actual results to differ materially from those contained in or implied by 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.
No Offer or Solicitation
This press release 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.
Investor Contact
Nick Hresko-Staab
KCSA Strategic Communications
[email protected]
Media Contact
Hannah Erger
KCSA Strategic Communications
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