D. Boral ARC Acquisition I Corp.

D. Boral ARC Acquisition I Corp. (BCAR) is a blank check company incorporated in the British Virgin Islands on March 20, 2025, formed for the purpose of effecting a business combination with one or more businesses ¹. The company's business model is centered on identifying and acquiring a target business, leveraging the extensive expertise of its management team and sponsor in SPAC advisory and investment banking ². The company does not generate operating revenues and its primary income is interest earned on cash and marketable securities held in a trust account ³. On January 11, 2026, BCAR entered into a definitive Agreement and Plan of Merger with Exascale Labs Inc., a Delaware corporation, which will result in Exascale becoming a wholly-owned subsidiary of PubCo, the surviving publicly traded entity after BCAR reincorporates in Delaware ⁴.

The company’s strategy focuses on acquiring businesses that align with its management team's background, particularly in technology, healthcare, and logistics industries ⁵. Key criteria for target businesses include an attractive competitive position, knowledgeable management with a proven track record, high revenue growth potential, ability to generate future profits and free cash flows, and scalability across multiple geographies ⁶. The management team, in collaboration with D. Boral Capital and ARC Group Limited, brings expertise in identifying, structuring, and executing strategic business acquisitions and divestitures, closing transactions in varying economic climates, cultivating relationships, orchestrating complex negotiations, securing strategic capital partnerships, providing operational leadership, implementing post-acquisition integration strategies, and driving sustainable growth ⁷.

For the period from March 20, 2025 (inception) through December 31, 2025, the company reported a net income of $4,455,970 ⁸. This was primarily driven by interest earned on cash held of $4,776,628 ⁹, offset by formation and operating costs of $320,658 ¹⁰. As of December 31, 2025, BCAR had cash of $420,340 ¹¹ and a working capital of $585,863 ¹². Cash held in the trust account totaled approximately $284,776,628 ¹³. The company has no long-term debt or capital lease obligations ¹⁴. Basic and diluted net income per ordinary share for both Class A and Class B ordinary shares was $0.16 ¹⁵.

During the reported period, the company consummated its Initial Public Offering (IPO) on August 1, 2025, selling 25,000,000 units at $10.00 per unit, generating gross proceeds of $250,000,000 ¹⁶. Simultaneously, 200,000 private placement units were sold to the Sponsor at $10.00 per unit, generating gross proceeds of $2,000,000 ¹⁷. On August 11, 2025, the underwriters partially exercised their over-allotment option, purchasing an additional 3,000,000 units at $10.00 per unit, generating gross proceeds of $30,000,000 ¹⁸. Following the closing of the IPO and over-allotment, $280,000,000 ¹⁹ was placed in a trust account. On September 9, 2025, the underwriters elected not to exercise the remaining over-allotment option, leading to the cancellation of 321,429 founder shares held by the Sponsor ²⁰.

D. Boral ARC Acquisition I Corp. (BCAR) is focused on completing its initial business combination with Exascale Labs Inc., as per the Merger Agreement entered into on January 11, 2026 ²¹. The aggregate consideration for the Acquisition Merger is $500,000,000 ²², payable in the form of 50,000,000 newly issued shares of common stock of PubCo, valued at $10.00 per share, to Exascale and its shareholders ²³. This transaction involves a two-step process: BCAR will reincorporate in Delaware by merging into PubCo, which will be the surviving publicly traded entity, and then Merger Sub will merge into Exascale, making Exascale a wholly-owned subsidiary of PubCo ²⁴.

The company's operational outlook is entirely dependent on the successful consummation of this business combination. BCAR does not expect to generate any operating revenues until after the completion of its business combination ²⁵. It anticipates incurring increased expenses as a public company, including legal, financial reporting, accounting, and auditing compliance costs, as well as due diligence expenses related to completing the business combination ²⁶. The company's liquidity needs for these pre-combination activities are currently met by funds held outside the trust account, which as of December 31, 2025, amounted to $420,340 ²⁷.

Regarding capital allocation, BCAR intends to use funds held outside the trust account for identifying and evaluating prospective acquisition candidates, performing business due diligence, travel, reviewing corporate documents, and structuring and consummating the business combination ²⁸. The interest income earned on investments in the trust account is unavailable to fund operating expenses ²⁹. The Sponsor or its affiliates, or the company's officers and directors, may provide Working Capital Loans to finance transaction costs, with up to $2,500,000 ³⁰ of such loans convertible into private placement units at $10.00 per unit ³¹ at the lender's discretion. As of December 31, 2025, no amounts under such loans had been drawn ³². The company has an agreement to pay its Sponsor an aggregate of $20,000 per month ³³ for office space, secretarial, and administrative support, which commenced on July 31, 2025, and will continue until the completion of the business combination or liquidation ³⁴.

The company has a limited timeframe to complete its initial business combination, specifically 18 months from the closing of its IPO, with one three-month extension option at the sponsor's discretion, or until an earlier liquidation date approved by the board ³⁵. If the business combination is not completed within this period, the company will cease operations and redeem 100% of the public shares at a per-share price equal to the aggregate amount in the trust account, including interest earned (less taxes and up to $100,000 ³⁶ for dissolution expenses) ³⁷. The pro rata redemption price is expected to be approximately $10.00 per public share ³⁸.

The company faces substantial risks, primarily stemming from its nature as a blank check company. A significant risk is the "going concern" uncertainty, as the independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a going concern due to its reliance on completing an initial business combination within the Combination Period ³⁹. As of December 31, 2025, the company had $420,340 ⁴⁰ in cash outside the Trust Account and a working capital of $585,863 ⁴¹, but expects to incur significant costs in pursuit of its initial business combination, with no assurance of success in raising capital or consummating the transaction ⁴². If the company fails to complete a business combination within the prescribed timeframe, it will cease operations and redeem public shares, potentially at less than the initial IPO price of $10.00 ⁴³ per unit if trust assets decline ⁴⁴. Furthermore, the company's lack of business diversification means its future success will depend entirely on the performance of a single business, subjecting it to concentrated economic, competitive, and regulatory risks ⁴⁵. Competition from other entities, including other SPACs, private equity groups, and public companies, may impact the attractiveness of acquisition terms ⁴⁶. Conflicts of interest may arise due to the management team's and sponsor's direct or indirect ownership of securities, potentially incentivizing them to pursue a riskier or less-established target business ⁴⁷. Geopolitical instability, such as the Russia-Ukraine conflict and the Israel-Hamas conflict, could lead to market disruptions, volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks, which could adversely affect the company's search for a business combination ⁴⁸.

Management's message emphasizes the company's strategic focus on leveraging its leadership team's extensive expertise in private equity investing and investment banking, particularly within SPAC transactions, to identify and acquire a suitable business. The company's Chairman and Chief Executive Officer, David Boral, and Chief Financial Officer, John Darwin, are highlighted for their proven track records in leading or advising on numerous SPAC transactions with a combined transaction value exceeding $7 billion ⁴⁹ since 2020. The strategic priorities include a disciplined process of target identification, due diligence, and transaction evaluation, with an intent to focus on industries such as technology, healthcare, and logistics that complement the management team's background. Management has already taken a significant step by entering into a Merger Agreement with Exascale Labs Inc. on January 11, 2026, with an aggregate consideration of $500,000,000 ⁵⁰ payable in 50,000,000 ⁵¹ newly issued shares of PubCo common stock valued at $10.00 per share ⁵². The company is committed to completing its initial business combination within 18 months from the IPO closing, with a potential three-month extension ⁵³, and acknowledges the significant costs and the "going concern" risk associated with its current operational status as a blank check company.