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. BCAR intends to focus on industries that complement its management team's background, including technology, healthcare, and logistics ³. The company generates non-operating income primarily from interest earned on cash and marketable securities held in a trust account ⁴.

The company's acquisition strategy is to identify and acquire a business that aligns with and enhances the extensive expertise of its management team ⁵. This involves leveraging the sponsor's robust network and the management team's comprehensive industry relationships to generate a pipeline of compelling business combination opportunities ⁶. The management team brings proven expertise in identifying, structuring, and executing strategic business acquisitions and divestitures, successfully closing transactions in varying economic climates and market conditions across multiple jurisdictions, cultivating and maintaining relationships with business owners, institutional investors, and executive leadership teams, orchestrating complex transaction negotiations, securing strategic capital partnerships, providing operational leadership, implementing post-acquisition integration strategies, and driving sustainable growth through strategic initiatives, operational improvements, and calculated geographic and product line expansions ⁷.

BCAR has identified general criteria for evaluating prospective target businesses, including companies with an attractive competitive position, knowledgeable management teams with a proven track record and relevant industry experience, high revenue growth or the potential for high revenue growth, the ability to generate future profits and free cash flows, and scalability across multiple geographies ⁸. The company also seeks businesses that benefit from being a publicly traded company ⁹.

For the period from March 20, 2025 (inception) through December 31, 2025, BCAR reported a net income of $4,455,970 ¹⁰. This consisted of formation and operating costs of $320,658 ¹¹ and interest earned on cash held of $4,776,628 ¹². As of December 31, 2025, the company had $420,340 in cash held outside of the Trust Account ¹³ and a working capital of $585,863 ¹⁴. The cash held in the trust account totaled approximately $284,776,628 ¹⁵. The basic and diluted net income per ordinary share for both Class A and Class B ordinary shares was $0.16 ¹⁶. The company had 28,000,000 Class A ordinary shares subject to possible redemption ¹⁷ at a redemption value of $10.17 per share ¹⁸.

During the reported period, BCAR consummated its Initial Public Offering (IPO) on August 1, 2025, selling 25,000,000 units at an offering price of $10.00 per unit, generating gross proceeds of $250,000,000 ¹⁹. Simultaneously, the company completed a private placement of 200,000 private placement units to the Sponsor at $10.00 per unit, generating gross proceeds of $2,000,000 ²⁰. 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 ²¹. Following these transactions, $280,000,000 ²² from the net proceeds was placed in a trust account ²³. 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 MFH 1, LLC, reducing the sponsor's total shares to 12,000,000 ²⁴.

D. Boral ARC Acquisition I Corp. (BCAR) has entered into an Agreement and Plan of Merger (the "Merger Agreement") on January 11, 2026, with D. Boral ARC Merger Corporation ("PubCo"), D. Boral Arc Merger Sub Inc. ("Merger Sub"), and Exascale Labs Inc. ("Exascale") ²⁵. This business combination will be effected in two steps: first, BCAR will reincorporate in Delaware by merging with and into PubCo, with PubCo as the surviving publicly traded entity; second, Merger Sub will merge with and into Exascale, making Exascale a wholly owned subsidiary of PubCo ²⁶. The aggregate consideration for the Acquisition Merger is $500,000,000 ²⁷, 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 ²⁸.

At the closing of the Acquisition Merger, each outstanding share of Exascale Class B common stock will be converted into PubCo Class B common stock, with each PubCo Class B Share having twenty (20) votes per share ²⁹. Similarly, each outstanding share of Exascale Class A common stock will be converted into PubCo Class A common stock, with each PubCo Class A Share having one (1) vote per share ³⁰. Additionally, each outstanding Simple Agreement for Future Equity (SAFE) will be converted into PubCo Class A Shares ³¹.

The company intends to use the funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence, traveling to and from prospective target businesses, reviewing corporate documents and material agreements, selecting the target business, and structuring, negotiating, and consummating the Business Combination ³². The interest income earned on the investments in the Trust Account is unavailable to fund operating expenses ³³. The Sponsor or an affiliate of the Sponsor, or the Company's officers and directors, may loan the Company funds, referred to as "Working Capital Loans," to finance transaction costs ³⁴. Up to $2,500,000 of such loans may be converted into additional private placement units at a price of $10.00 per unit at the lender's discretion ³⁵.

BCAR has until 18 months from the closing of its IPO, with one three-month extension option at the sponsor's discretion, to consummate a Business Combination ³⁶. This period can be further extended by shareholder approval to amend the company's amended and restated memorandum and articles of association ³⁷. If the company is unable to complete a Business Combination within this period, it will redeem 100% of the public shares at a per-share price equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares ³⁸. The expected pro rata redemption price is approximately $10.00 per public share ³⁹.

D. Boral ARC Acquisition I Corp. faces several material risks. The independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about the company's ability to continue as a "going concern" ⁴⁰. As of December 31, 2025, the company had $420,340 in cash held outside of the Trust Account ⁴¹ and a working capital of $585,863 ⁴², but expects to incur significant costs in pursuit of its initial business combination ⁴³. There is no assurance that plans to raise capital or consummate an initial business combination will be successful ⁴⁴. If the company cannot complete a business combination during the Combination Period, it will cease operations and redeem public shares ⁴⁵. The company's success after a business combination may depend entirely on the future performance of a single business, leading to a lack of diversification and exposure to negative economic, competitive, and regulatory developments ⁴⁶. The company may encounter significant competition from other entities, including other special purpose acquisition companies, private equity groups, and public companies, which could impact the attractiveness of acquisition terms ⁴⁷. The obligation to pay cash for redemption rights by public shareholders may reduce resources available for the initial business combination, and the future dilution from outstanding warrants may not be viewed favorably by target businesses ⁴⁸. Geopolitical instability, such as the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict, could lead to market disruptions, including volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks, which could adversely affect the company's search for an initial Business Combination and any target business ⁴⁹.

Management's message to shareholders emphasizes the company's role as a blank check company formed to effect a business combination, leveraging its management team's extensive expertise in SPAC transactions and investment banking. The company 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 newly issued shares of common stock of PubCo valued at $10.00 per share ⁵¹. Strategic priorities include a disciplined process of target identification, due diligence, and transaction evaluation, focusing on companies with attractive competitive positions, knowledgeable management, high revenue growth potential, ability to generate future profits and free cash flows, and scalability across multiple geographies ⁵². Management also highlights its proven record of identifying and securing proprietary deal flow optimized for SPAC transactions and demonstrated success in executing transactions with high-growth assets across international markets. The company intends to complete its initial business combination within 18 months from the IPO closing, with a possible three-month extension at the sponsor's option ⁵³.