D. Boral ARC Acquisition I Corp. 8-K

What Happened
D. Boral ARC Acquisition I Corp. (BCAR) announced on January 13, 2026 (agreement dated January 11, 2026) that it has entered into an Agreement and Plan of Merger to combine with Exascale Labs, Inc. The Business Combination is structured in two steps: (1) BCAR will reincorporate into Delaware by merging into a new wholly owned public subsidiary (PubCo); and (2) that PubCo subsidiary (Merger Sub) will merge into Exascale, leaving Exascale as a wholly owned subsidiary of PubCo. The aggregate merger consideration is $500,000,000, payable as 50,000,000 newly issued PubCo shares valued at $10.00 per share.

Key Details

• Merger consideration: $500,000,000 via 50,000,000 newly issued shares of PubCo at $10.00 per share.
• Share conversion: Exascale Class A and Class B shares (and outstanding SAFEs) will be cancelled and converted into PubCo Class A or Class B shares based on the per-share merger consideration; PubCo Class B shares carry 20 votes each, Class A carry 1 vote. SAFE conversions are subject to SAFE terms and require Safeholder acknowledgements.
• Governance and restrictions: Immediately after closing PubCo’s board will have five directors designated by Exascale (PubCo may adopt a classified board). The majority Exascale shareholder and BCAR’s sponsor (MFH 1, LLC) signed support agreements to vote in favor of the transaction; the majority Exascale shareholder will enter a six-month lock-up after closing.
• Closing conditions & timing: Closing is subject to BCAR shareholder approval, Nasdaq initial listing approval for the combined company, SEC approval of the proxy/prospectus, and other customary conditions. The agreement contains an Outside Date of September 1, 2026 and termination rights tied to delivery of required financial statements (not delivered by January 31, 2026 could be a termination trigger).

Why It Matters
This 8-K describes a SPAC-style business combination that will take Exascale Labs public through BCAR’s vehicle, create significant new share issuance (50M shares) and transfer control of the post-closing board to Exascale. Important investor considerations from the filing include potential dilution from the new shares, changes to voting power (20-vote Class B shares), the conversion treatment of outstanding SAFEs, and several closing conditions (shareholder votes, Nasdaq and SEC approvals). Retail investors should watch upcoming proxy materials, shareholder votes, Nasdaq listing status, and any disclosures about the combined company’s financials and capitalization.