D. Boral ARC (BCAR) Approves Business Combination with Exascale Labs

What Happened

• On July 29, 2026, D. Boral ARC Acquisition I Corp. (BCAR) held an extraordinary general meeting and shareholders approved the Business Combination Agreement (dated January 11, 2026) to combine BCAR with Exascale Labs, Inc. The transaction includes a domestication merger to re‑domicile BCAR from the British Virgin Islands to Delaware (PubCo to be renamed “Exascale Labs Holdings Inc.”) and an acquisition merger by which Exascale will become a wholly‑owned subsidiary of PubCo.
• At the July 6, 2026 record date there were 41,200,000 ordinary shares entitled to vote; 25,658,433 shares (62.28%) were represented at the meeting. The Business Combination Proposal passed (FOR: 24,503,325; AGAINST: 1,120,108; ABSTAIN: 35,000). Other proposals approved included amended charter/bylaws, an equity incentive plan, Nasdaq‑related issuance approval, and election of five directors (Hoansoo Lee, Wenying Jia, David Card, Shachar Kariv and Jaeyoung Shin).

Key Details

• Voting turnout: 25,658,433 shares represented (62.28% of 41,200,000 outstanding).
• Redemption: Holders redeemed 26,865,211 Class A ordinary shares — 95.95% of the outstanding public shares.
• Director elections: Hoansoo Lee (term to 2029), Wenying Jia & David Card (terms to 2028), Shachar Kariv & Jaeyoung Shin (terms to 2027).
• Advisory approvals: shareholders supported proposed authorized share structure, dual‑class voting (Class B = 20 votes), exclusive forum provisions, supermajority amendment/removal provisions, and the name change to “Exascale Labs Holdings Inc.”

Why It Matters

• The approvals clear key shareholder hurdles for the SPAC merger and domestication; the next steps are closing the business combination and completing regulatory and Nasdaq requirements.
• The very high redemption rate (95.95% of public shares) is material: it will substantially reduce outstanding public shares and affect the amount of cash remaining in BCAR’s trust upon closing.
• Investors should watch for subsequent SEC filings and a closing announcement that will disclose the final post‑transaction capital structure, remaining cash in trust, and effective date of the Delaware domestication and new corporate name.