As filed with the Securities and Exchange Commission on October 30, 2026.

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Exascale Labs Holdings Inc.

(Exact name of registrant as specified in its charter)

820 Gessner Road, Suite 332

Houston, TX 77024

Tel: (650) 537-7553

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Hoansoo Lee
Chief Executive Officer
820 Gessner Road, Suite 332
Houston, TX 77024
Tel: (650) 537-7553

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kelvin Kesse, Esq.
Kesse PLLC
845 Texas Ave, Suite 200
Houston, Texas 77002
Tel: (346) 348-0239

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Exascale Labs Holdings Inc.

Up to 12,250,000 Shares of Class A Common Stock
Up to 100,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants

This prospectus relates to the offer and sale from time to time of up to 12,350,000 shares of class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Exascale Labs Holdings, Inc., a Delaware corporation (the “Company,” “we,” “us,” “our” or other similar phrases), by the selling securityholders named in this prospectus or their permitted transferees (the “Selling Securityholders”), consisting of:

On August 27, 2026, we consummated the transactions contemplated by that certain Agreement and Plan of Merger (the “Business Combination Agreement”), by and among us, BCAR, D. Boral Arc Merger Sub Inc., a Delaware corporation and a then-wholly owned subsidiary of BCAR (“Merger Sub”), and Exascale Labs Inc., a Delaware corporation (“Legacy Exascale”). As contemplated by the Business Combination Agreement: (i) BCAR reincorporated in the State of Delaware by merging with and into the Company, with the Company continuing as the surviving entity (the “Domestication Merger”); and (ii) after the Domestication Merger, Merger Sub merged with and into Legacy Exascale, with Legacy Exascale continuing as the surviving entity and becoming our wholly owned subsidiary (the “Acquisition Merger” and together with the Domestication Merger, the “Business Combination”). In connection with the Business Combination, we were renamed “Exascale Labs Holdings Inc.” Through the Business Combination, we succeeded to the business of Legacy Exascale and became a publicly traded company.

In connection with the Business Combination, the Selling Securityholders received, either directly or indirectly through distributions by the Sponsor, the Class A Common Stock being registered hereby and the warrants the underlying Class A Common Stock of which are being registered hereby, in each case in exchange for their BCAR securities.

The Selling Securityholders may offer, sell or distribute all or a portion of the shares registered hereby from time to time through any means described in the section entitled “Plan of Distribution.”

We will not receive any cash proceeds from any sale of the shares of our Class A Common Stock by the Selling Securityholders. We will, however, receive the net proceeds of any Warrants exercised for cash.

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. We are registering the resale of shares of our Class A Common Stock to permit the Selling Securityholders to sell such shares without restriction in the open market. However, the registration of the potential resale of shares of our Class A Common Stock hereunder does not necessarily mean that the Selling Securityholders will sell the shares. The Selling Securityholders or their permitted transferees or other successors-in-interest may, but are not required to, sell the shares of our Class A Common Stock offered by this prospectus from time to time in a number of different ways and at varying prices as determined by the prevailing market price for shares or in negotiated transactions. See “Plan of Distribution” on page 107 for a description of how the Selling Securityholders may dispose of the shares covered by this prospectus.

We will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Class A Common Stock is traded on the Nasdaq Global Market under the symbol “XLAB”. On October 29, 2026, the last reported sale price of our Class A Common Stock on the Nasdaq Global Market was $3.15 per share.

The securities registered for resale by this prospectus represent a substantial percentage of our total outstanding Class A Common Stock as of the date of this prospectus. The sale of all securities being offered by this prospectus could result in a significant decline in the public trading price of our Class A Common Stock. Even if the trading price of our Class A Common Stock is lower than the price at which the BCAR securities were issued in the IPO, certain of the Selling Securityholders have an incentive to sell because they will still profit on sales due to the lower price at which they purchased their shares compared to public investors. Public securityholders may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and are subject to reduced public company reporting requirements. See “Prospectus Summary— Implications of Being an Emerging Growth Company and Smaller Reporting Company” for more information.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 16 of this prospectus.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated October 30, 2026

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this process, the Selling Securityholders may offer and sell our Class A Common Stock from time to time through any means described in the section entitled “Plan of Distribution.”

We may also file a prospectus supplement to add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.

You should rely only on the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you.

Neither we nor the Selling Securityholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

FREQUENTLY USED TERMS

Unless otherwise stated or the context otherwise requires, as used in this prospectus:

“Acquisition Merger” means the statutory merger of Merger Sub with and into Legacy Exascale pursuant to the terms of the Business Combination Agreement with Legacy Exascale continuing as the surviving entity and a wholly-owned subsidiary of the Company.

“AI” means artificial intelligence.

“AIDC” means AI data center.

“Base Camp Investment Agreement” means the Base Camp Investment Agreement dated May 9, 2023, by and between Legacy Exascale and the Base Camp Investor.

“Base Camp Investor” means Outlier Ventures Operations Ltd.

“BCAR” means D. Boral ARC Acquisition I Corp.

“BCAR Class A Ordinary Shares” means, prior to the Domestication Merger, the Class A ordinary shares of BCAR, par value $0.0001 per share.

“BCAR Class B Ordinary Shares” means, prior to the Domestication Merger, the Class B ordinary shares of BCAR, par value $0.0001 per share.

“Business Combination” means the transactions contemplated by the Business Combination Agreement and the other agreements contemplated therein.

“Business Combination Agreement” means the Agreement and Plan of Merger, dated as of January 11, 2026, by and among BCAR, Merger Sub, Legacy Exascale and D. Boral ARC Merger Corporation.

“Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of the Company, with each such share having one (1) vote per share.

“Class B Common Stock” means the Class B Common Stock, par value $0.0001 per share, of the Company, with each such share having twenty (20) votes per share.

“Common Stock” means, collectively, the Class A Common Stock and Class B Common Stock.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” refers to the Business Companies Act, (Revised Edition 2020) as amended, of the British Virgin Islands.

“Company” means Exascale Labs Holdings Inc., a Delaware corporation.

“DGCL” means the General Corporation Law of the State of Delaware.

“Domestication Merger” means the merger of BCAR with and into the Company, upon which merger the separate existence of BCAR ceased with the Company continuing as the surviving corporation in accordance with the DGCL and the Companies Act.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“GAAP” or “U.S. GAAP” means U.S. generally accepted accounting principles.

“GaaS” means GPU-as-a-Service.

“GPU” means graphics processing unit.

“HVDC” means high-voltage direct current.

“IPO” means BCAR’s initial public offering pursuant to a registration statement on Form S-1 declared effective by the SEC on July 30, 2025, which initial public offering was consummated on August 1, 2025.

“IRS” means the U.S. Internal Revenue Service.

“Legacy Exascale” means Exascale Labs Inc., a Delaware corporation, and, if the context requires, together with its subsidiaries prior to the Business Combination.

“Legacy Exascale Common Stock” means the common stock, par value $0.01 per share, of Legacy Exascale prior to the Business Combination.

“Legacy Exascale Equity Incentive Recipients” means, collectively, the persons who, prior to the Closing, were entitled to receive shares of Legacy Exascale Class A common stock pursuant to then outstanding share-based compensation awards.

“Legacy Exascale Safeholder” means holder of a SAFE.

“Legacy Exascale Securityholders” means, collectively, Legacy Exascale Stockholders, the Base Camp Investor, the Exascale Equity Incentive Recipients and Legacy Exascale Safeholders.

“Legacy Exascale Stockholder” means a holder of shares of Legacy Exascale Common Stock prior to the Closing.

“LLM” means large language model.

“Merger Sub” means D. Boral Arc Merger Sub Inc., a Delaware corporation and a then-wholly owned subsidiary of BCAR.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Global Market” means the Global Market tier of Nasdaq.

“Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share.

“SAFE” means the Simple Agreements for Future Equity by and between Legacy Exascale and each Legacy Exascale Safeholder.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Sponsor” means MFH 1, LLC, a Delaware limited liability company.

“Transfer Agent” means Odyssey Transfer and Trust Company.

“Warrant Agreement” means the Warrant Agreement, dated as of July 30, 2025, between BCAR and Odyssey Transfer and Trust Company, as warrant agent, which governs the Warrants.

“Warrant” means a whole redeemable warrant of the Company, which is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share.

MARKET AND INDUSTRY DATA

Information contained in this prospectus concerning the market and the industry in which we compete, including our market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by us based on such sources and our knowledge of the markets for our services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and third-party sources generally state that the information contained in such sources have been obtained from sources believed to be reliable. The industry in which we operate is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this prospectus are subject to change based on various factors, including those described in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and elsewhere in this prospectus.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This prospectus contains references to trademarks, trade names and service marks. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to such trademarks, trade names and service marks. We do not intend the use or display of other entities’ trade names, trademarks or service marks in this prospectus to imply a relationship with, or endorsement or sponsorship of us by, any other entities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements contained in this prospectus that are not purely historical are forward-looking statements. It is important for an investor to understand that these statements involve risks and uncertainties, some of which are beyond our control. These statements relate to the discussion of our business strategies and our expectations concerning future operations, margins, profitability, liquidity, and capital resources and to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. We sometimes use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “think,” “will,” “would,” or the negative of these words or other similar or comparable terms and phrases, including references to assumptions, in this prospectus to identify forward-looking statements, although not all forward-looking statements contain these words.

Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

These forward-looking statements are based on information available as of the date of this prospectus and our managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside our control. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update, add or otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

RISK FACTORS

Investing in our securities involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this prospectus, including the financial statements and related notes appearing elsewhere in this prospectus, before making an investment decision. The occurrence of any of the risks we describe below or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially adversely affect our business, financial condition, and results of operations. In such case, the trading price of our securities could decline, and you may lose some or all of your investment. The risks discussed below are not the only ones we face. Additional risks or uncertainties not currently known to us, or that we currently deem immaterial, may also have a material adverse effect on our business, financial condition, prospects, results of operations, or cash flows.

Risks Related to our Business

We have a limited operating history, have incurred net losses since inception, and may not achieve or sustain growth or profitability.

Legacy Exascale was formed in June 2022. As such, we have a limited operating history upon which investors can evaluate our business, operating performance and prospects. As a result, our historical financial information may not be indicative of our future performance, and investors have limited information on which to base an investment decision. We have incurred net losses since inception. For the fiscal years ended June 30, 2026 and 2025, we incurred net losses of $12.2 million and $7.7 million, respectively. As at June 30, 2026, we had an accumulated deficit of $25.4 million. We expect to continue to incur operating losses for the foreseeable future as we invest in product development, platform enhancements, sales and marketing activities, personnel and infrastructure to support growth. Our ability to achieve and sustain profitability will depend on numerous factors, many of which are beyond our control. Under our asset-light business model, we incur significant recurring operating expenses, including costs associated with sourcing GPU resources, developing and maintaining software and platform capabilities, data center hosting, power and network services. These costs may not increase proportionately with revenue, and our ability to improve operating margins depends on our ability to efficiently manage these expenses while increasing revenue and utilization of our infrastructure. We operate in rapidly evolving and highly competitive markets for AI compute infrastructure and GPU-based cloud services. Our future growth depends on a number of factors, including our ability to maintain access to sufficient GPU capacity and suitable data center facilities, deliver reliable services at scale, expand our customer base, compete effectively against significantly larger and better-capitalized competitors, and successfully execute our growth strategy. Increases in GPU procurement costs, power prices or hosting expenses, pricing pressure from customers or competitors, supply constraints, or unsuccessful efforts to optimize pricing or resource utilization could adversely affect gross margins, operating results and customer demand. In addition, we may encounter unforeseen operational, technical, regulatory or commercial challenges as we scale our business. There can be no assurance that we will achieve or sustain profitability in the future. If we fail to increase revenues sufficiently to offset our operating expenses, effectively manage our cost structure, execute our business strategy or successfully scale our operations, our business, financial condition and results of operations could be materially adversely affected.

We depend on a limited and constrained supply of advanced GPU chips, and any disruption or increase in cost could adversely affect our business and results of operations.

Our business depends on our ability to obtain a reliable and cost-competitive supply of advanced GPU chips, which are subject to global supply constraints, limited sources of manufacture, and significant demand volatility. The supply of advanced GPUs is concentrated among a small number of manufacturers and distributors, and disruptions caused by geopolitical events, trade restrictions, manufacturing delays, or changes in allocation policies could limit our access to required hardware or increase procurement costs.

If we are unable to secure sufficient GPU supply on acceptable terms, our ability to plan capacity, meet customer demand, and expand our services could be adversely affected. Prolonged or recurring supply limitations could reduce service availability, impair operating efficiency, delay customer deployments, or negatively impact customer satisfaction and retention, which could materially harm our business, financial condition, and results of operations.

Demand for AI compute services and accelerated infrastructure may not grow as expected, and customer spending may be volatile.

Our business depends on customer demand for GPU-based compute capacity and related services. Demand may be affected by factors outside our control, including macroeconomic conditions, changes in corporate IT spending, customer budget constraints, the pace of AI adoption across industries, and shifts in the economics of AI model development and deployment. In addition, improvements in model efficiency, changes in customer architecture decisions (including increased in-house deployments), or changes in the availability or pricing of competing offerings could reduce demand for our products and services. If demand for AI compute services grows more slowly than anticipated or declines, or if customers reduce or delay spending on AI workloads, our revenues and growth prospects could be materially adversely affected.

We operate in a highly competitive market, and we may be unable to compete effectively against larger and better-capitalized competitors.

The market for GPU-based compute services and AI infrastructure is highly competitive, and we face competition from a number of companies and other entities with varying business models, operating scales and strategic priorities, including (i) large, diversified cloud service providers, (ii) specialized AI infrastructure providers, (iii) GPU aggregators and marketplaces, and (iv) data center operators and AIDC service providers. Many of our competitors have substantially greater financial, technical, operational, and marketing resources, broader customer relationships, longer operating histories, and greater brand recognition than we do. As a result, these competitors may be able to respond more quickly to new or emerging technologies, devote greater resources to the development, promotion and sale of their offerings, withstand pricing pressures more effectively, or offer more favorable commercial terms than us. Competitive pressures may require us to reduce prices, increase spending on technology and operations, expand support commitments, or accept less favorable commercial terms. If we are unable to compete effectively or maintain differentiation in performance, reliability, ease of use, and service quality, our business and results of operations could be materially adversely affected. See “Business—Competition” for additional information.

We depend on third-party GPU capacity suppliers, and disruptions, non-renewals, pricing increases or capacity limitations could adversely affect our business, results of operations and margins.

Our asset-light business model depends on our ability to obtain access to GPU capacity from third-party suppliers. Our GPU capacity supplier arrangements generally provide access to specified GPU servers or GPU capacity, together with bundled hosting, power, rack space, data center resources, network connectivity and related infrastructure services. Supplier costs are a principal component of our cost of revenue, and pricing under these arrangements is generally subject to market conditions for GPU compute capacity, although pricing may be fixed for short periods or for specific usage periods, orders or capacity configurations.

We use a multi-supplier sourcing model designed to support supply continuity, procurement flexibility and access to alternative sources of GPU capacity. We have identified and continue to evaluate alternative sources of GPU capacity; however, alternative capacity may differ in pricing, GPU type, configuration, location, performance, network connectivity, deployment timing or bundled infrastructure services. Our supplier arrangements do not include take-or-pay obligations, minimum purchase commitments or exclusivity provisions. Certain suppliers may provide non-exclusive priority allocation or preferred access to GPU capacity, but there can be no assurance that such arrangements or alternative sources will be sufficient to meet our customer demand or growth plans.

If any significant supplier reduces available GPU capacity, fails to perform, increases pricing, declines to renew or terminates an arrangement, experiences power, facility, network or operational issues, or is unable to provide additional capacity when needed, we may not be able to obtain replacement capacity on a timely basis or on commercially acceptable terms. Any such event could reduce available GPU capacity, impair our ability to meet customer demand, increase cost of revenue, reduce gross margins, lower utilization, delay customer deployments or adversely affect customer relationships.

GPU capacity used to deliver our services is deployed in third-party data centers and partner facilities, and constraints or disruptions in those facilities could materially adversely affect our business.

GPU deployments for our compute services depend on third-party data centers and partner facilities that provide space, power, cooling, and network connectivity. Our ability to deploy and operate GPU capacity is subject to facility availability, build-out timelines, grid interconnection constraints, power and cooling limitations, and other facility-related requirements. Third-party facilities may experience outages, service interruptions, cyber incidents, equipment failures, natural disasters, or other events that disrupt operations. If we are unable to secure sufficient facility capacity, if facility costs increase, or if our deployed capacity experiences material disruptions, our ability to deliver services and generate revenue could be materially adversely affected.

If we fail to deliver expected performance, efficiency, or reliability for customer workloads, our reputation, customer relationships, and results of operations could be harmed.

Customers running AI training and inference workloads may be sensitive to performance, stability, and predictability, particularly for large-scale or time-sensitive workloads. Our value proposition includes applying our technology and operational practices to optimize cluster performance and utilization, maintain stability and uptime, and reduce operational complexity for customers. Actual performance and reliability outcomes may vary based on workload characteristics, network and storage conditions, hardware configurations, and other factors. If our services experience performance degradation, instability, or downtime, or if customers perceive that our services do not meet their requirements, we may face customer dissatisfaction, reduced usage, non-renewals, contractual disputes, service credits, or reputational harm, any of which could materially adversely affect our business.

Our performance optimization and utilization practices may not achieve intended results, and our methods may not scale as customer requirements and infrastructure complexity increase.

We seek to maximize the compute potential of infrastructure components through configuration, tuning, orchestration, and operational practices across compute, networking, and related systems. Achieving and sustaining high effective utilization is technically and operationally complex, and outcomes can be affected by software stack efficiency, data movement bottlenecks, workload-specific behaviors, and operational factors that interrupt or degrade workload execution. As customer workloads and cluster sizes increase, optimization complexity may increase and may require additional engineering and operational resources. If our performance optimization methods are ineffective in certain environments, do not scale as expected, or require greater resources than anticipated, our service quality, margins, and competitiveness could be materially adversely affected.

We may experience service interruptions, security incidents, or other operational failures, which could expose us to liability and harm our business.

Operating GPU compute services and infrastructure management services involves risks of outages, system failures, human errors, misconfigurations, and cyber incidents. Service interruptions may result from failures of third-party facilities or suppliers, software defects, network disruptions, power events, or other causes, including causes beyond our control, such as natural disasters that are not in our control. Security incidents could result in unauthorized access, data exposure, malware, ransomware, or disruption of operations. Any such incident could lead to loss of customers, reputational harm, regulatory inquiries, litigation, remediation costs, and potential contractual liabilities. If we are unable to prevent or rapidly remediate operational failures or security incidents, our business and results of operations could be materially adversely affected.

Our AI-assisted operational tools and automation may not perform as intended and could introduce errors or risks.

We use AI-assisted tools to support certain operational workflows, such as issue detection, analysis, prioritization, and support processes. These tools may produce inaccurate outputs, fail to identify certain issues, or generate recommendations that are ineffective or inappropriate for particular operational circumstances. AI-assisted tools may require ongoing training, validation, monitoring, and human oversight, and their performance may degrade over time as infrastructure configurations, workloads, or external conditions change. If our AI-assisted tools do not perform as intended, or if reliance on such tools contributes to operational errors, service disruptions, or customer dissatisfaction, our business could be materially adversely affected.

Our costs may increase, and we may be unable to pass increased costs through to customers, which could adversely affect our margins and results of operations.

A significant portion of our cost structure relates to fees paid under GPU capacity sourcing arrangements and costs associated with third-party facilities, including colocation, power, cooling, and network connectivity. Our costs may increase due to changes in supplier pricing, power price volatility, facility pricing, regulatory or tax changes, insurance costs, or other factors. Competitive pressures or contractual terms may limit our ability to increase prices or adjust commercial terms to offset cost increases. If our costs increase materially and we are unable to manage or pass through such increases, our margins and financial performance could be materially adversely affected.

Our revenues may be concentrated in a limited number of customers or engagements, and our results may be volatile due to usage variability and contract dynamics.

Customer demand for compute services can vary based on project cycles, workload characteristics, and budget constraints. In addition, certain customer arrangements may be of limited duration or may permit termination under specified conditions. Revenues from GPU cluster management services may be project-based or dependent on ongoing engagements that can fluctuate in timing and scope. If a significant customer reduces usage, terminates or does not renew an arrangement, delays implementation, or experiences financial difficulties, our revenues and cash flows could be materially adversely affected. We may also face increased credit risk, disputes, or collection delays depending on customer terms and payment practices.

We operate in a highly competitive market, and our failure to acquire, retain, or expand our customer base could adversely affect our revenue and growth.

Our results of operations depend on sustained customer demand and our ability to attract, retain, and expand relationships with AI developers and enterprise customers in a competitive market. Customers may evaluate our services against alternative providers based on performance, reliability, pricing, and available features, and may reduce or discontinue usage for a variety of reasons, including changes in budget priorities, internal capabilities, or technological preferences.

While we have experienced customer growth and high renewal rates in recent periods, there can be no assurance that these trends will continue. Increased competition, service performance issues, pricing pressure, or an inability to address evolving customer requirements could result in lower customer acquisition, reduced renewals, or decreased usage levels. Any decline in customer demand or retention could materially and adversely affect our revenue and operating results.

Our AIDC GPU cluster management services may expose us to additional operational, contractual, and liability risks.

We provide GPU cluster management services to certain AIDC operators, which may involve planning, deployment support, operational monitoring, performance tuning, and ongoing assistance. These engagements may require coordination with customer environments and third-party facilities, and may depend on customer-provided information, customer operational practices, and infrastructure conditions outside our control. If our services do not meet customer expectations, if clusters experience operational issues, or if customers allege that our actions contributed to performance degradation or outages, we could face contractual disputes, claims, reputational harm, and potential liabilities. In addition, scaling these services may require specialized personnel and operational capacity, and we may be unable to expand or deliver such services consistently as demand increases.

Our infrastructure solution capabilities, including modular data centers, liquid cooling, HVDC power, data center interconnectivity and energy storage solutions have not yet generated revenue and may not achieve commercial success.

We have developed certain Infrastructure Solutions offerings intended to support large-scale AI deployments, including modular data center, advanced liquid cooling, HVDC power, data center interconnectivity and energy storage solutions. While we have made progress in the development and validation of these capabilities and our management believes these offerings are ready to support customer deployments as of the date of this prospectus, these offering have not generated revenue to date. We expect to pursue these offerings on an asset-light basis, primarily through partnerships, systems integration, contract manufacturing and other collaborative structures. Because these offerings have limited commercial operating history, we may face challenges in customer adoption, partner execution, technical integration, supply chain availability, regulatory or permitting requirements, pricing, warranty or performance obligations, and the efficient scaling of deployment and support capabilities. These offerings may require significant investment to commercialize and scale and may not achieve market acceptance, revenue generation, margins or profitability on our expected timeline, or at all. If we are unable to successfully commercialize these offerings, secure customers or partners, or perform customer deployments as expected, our business, financial condition and results of operations could be materially adversely affected.

Rapid technological change in GPUs, networking, and AI software could require us to adapt quickly, and we may be unable to keep pace.

The AI infrastructure market is characterized by rapid changes in GPU architectures, interconnect technologies, software frameworks, and customer requirements. Our competitiveness may depend on our ability to integrate new GPU generations and adapt our software and operational systems to evolving infrastructure configurations. If we are unable to access current-generation GPUs on acceptable terms, if our platform is not compatible with emerging architectures, or if our operational tooling and methods do not evolve with technology changes, we may lose customers or face increased costs and operational complexity. In addition, customer preferences may shift toward alternative architectures or deployment models, which could reduce demand for our services.

Third parties may claim that our platform infringes, misappropriates, or otherwise violates their intellectual property rights, and such claims could be time-consuming or costly to defend or settle, result in the loss of significant rights, or harm our relationships with our customers or our reputation in the industry.

Third parties may claim that our current or future offerings infringe their intellectual property rights, and such claims may result in legal claims against us, our third-party partners, and our customers. These claims may be time consuming, costly to defend or settle, damage our brand and reputation, harm our customer relationships, and create liability for us. Contractually, we are expected to indemnify our partners and customers for these types of claims. We expect the number of such claims (whether warranted or not) to increase given our increased profile and visibility as a public company, as the level of competition in our market grows, as the functionality of our offerings overlap with that of other cloud infrastructure companies, and as the volume of issued hardware and software patents and patent applications continues to increase. We generally agree in our customer and partner contracts to indemnify customers for certain expenses or liabilities they incur as a result of third-party intellectual property infringement claims associated with our platform. To the extent that any claim arises as a result of third-party technology we have licensed for use in our platform, we may be unable to recover from the appropriate third party any expenses or other liabilities that we incur.

Companies in the cloud infrastructure and technology industries, including some of our current and potential competitors, may own large numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, patent holding companies, non-practicing entities, and other adverse patent owners that are not deterred by our existing intellectual property protections may seek to assert patent claims against us. From time to time, third parties, including certain of these leading companies, may invite us to license their patents and may assert patent, copyright, trademark, or other intellectual property rights against us, our third-party partners, or our customers. We may also receive notices that claim we have misappropriated, misused, or infringed other parties’ intellectual property rights, and, to the extent we gain greater market visibility, we will face a higher risk of being the subject of intellectual property infringement claims.

There may be third-party intellectual property rights that cover significant aspects of our technologies or business methods and assets. In the event that we engage software engineers or other personnel who were previously engaged by competitors or other third parties, we may be subject to claims that those personnel inadvertently or deliberately incorporate proprietary technology of third parties into our platform or have improperly used or disclosed trade secrets or other proprietary information. We may also in the future be subject to claims by our third-party manufacturing partners, employees, or contractors asserting an ownership right in our intellectual property as a result of the work they performed on our behalf. In addition, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to develop, market, and support potential offerings and platform enhancements, which could severely harm our business.

Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate, and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights, and may require us to indemnify our customers for liabilities they incur as a result of such claims. These claims could also result in our having to stop using technology found to be in violation of a third party’s rights. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license were available, we could be required to pay significant royalties, which would increase our operating expenses. Alternatively, we could be required to develop alternative non-infringing technology, which could require significant time, effort, and expense, and may affect the performance or features of our platform. If we cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of our business, we would be forced to limit or stop sales of our platform and may be unable to compete effectively. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our securities. Any of these results would adversely affect our business, operating results, financial condition, and future prospects.

Some of our technology incorporates “open-source” software, and failure to comply with the terms of the underlying open-source software licenses could adversely affect our business, results of operations, financial condition, and future prospects.

We use open-source software in our solutions and services and may continue to use open-source software in the future. Certain open-source licenses contain requirements that we make available source code for modifications or derivative works we create. If we combine our proprietary software with open-source software in a certain manner, we could, under certain open-source licenses, be required to release the source code of our proprietary software to the public on unfavorable terms or at no cost. Any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract may allow our competitors to create similar products with lower development effort and time and, ultimately, could result in a loss of sales for us.

The use and distribution of open-source software may entail greater risks than the use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code, which they are not typically required to maintain and update, and they can change the license terms on which they offer the open-source software. Although we believe that we have complied with our obligations under the applicable licenses for open-source software, it is possible that we may not be aware of all instances where open-source software has been incorporated into our proprietary software or used in connection with our solutions or our corresponding obligations under open-source. We take steps to monitor our use of open-source software in an effort both to comply with the terms of the applicable open-source licenses and to avoid subjecting our platform to conditions we do not intend, but there are risks associated with use of open-source software that cannot be eliminated and could negatively affect our business. We rely on multiple software programmers to design our proprietary software and, while we take steps to vet software before it is incorporated into our proprietary software and monitor the software incorporated into our proprietary software, we cannot be certain that our programmers have not incorporated open-source software into our proprietary software that we intend to maintain as confidential or that they will not do so in the future. In addition, the wide availability of source code used in our offerings could expose us to security vulnerabilities. Such use, under certain circumstances, could materially adversely affect our business, operating results, financial condition, and future prospects, as well as our reputation, including if we are required to take remedial action that may divert resources away from our development efforts.

On occasion, companies that use open-source software have faced claims challenging their use of open-source software or compliance with open-source license terms. There is evolving legal precedent for interpreting the terms of certain open-source licenses, including the determination of which works are subject to the terms of such licenses. The terms of many open-source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in ways that could impose unanticipated conditions or restrictions on our ability to commercialize any offerings incorporating such software. Moreover, we cannot provide assurance that our processes for controlling our use of open-source software in our platform will be effective. From time to time, we may face claims from third parties asserting ownership of, or demanding release of, the open-source software or derivative works that we developed using such software (which could include our proprietary source code), or otherwise seeking to enforce the terms of the applicable open-source license. These claims, regardless of validity, could result in time consuming and costly litigation, divert management’s time and attention away from developing our business, expose us to customer indemnity claims, or force us to disclose source code. Litigation could be costly for us to defend, result in paying damages, entering into unfavorable licenses, have a negative effect on our business, operating results, financial condition, and future prospects, or cause delays by requiring us to devote additional research and development resources to change our solution.

We may be unable to protect our intellectual property, and third-party claims of infringement could be costly and disruptive.

We rely on proprietary software, operational methods, and know-how to differentiate our services. We may be unable to prevent unauthorized use or disclosure of our proprietary information, and trade secret protections may be difficult to enforce. In addition, third parties may claim that our technology infringes or misappropriates their intellectual property, whether or not such claims have merit. Any such claims could result in litigation, require us to obtain licenses, modify our systems, incur significant costs, or face injunctions, and could materially adversely affect our business.

We customarily enter into confidentiality or license agreements with our employees, consultants, vendors, and customers, and make significant efforts to limit access to and distribution of our proprietary information. However, such agreements may not be enforceable in whole or in part in all jurisdictions and any breach could negatively affect our business and our remedy for such breach may be limited. The contractual provisions that we enter into may not prevent unauthorized use or disclosure of our proprietary technology or intellectual property rights and may not provide an adequate remedy in the event of unauthorized use or disclosure of our proprietary technology or intellectual property rights. Lastly, the measures we employ to limit the access and distribution of our proprietary information may not prevent unauthorized use or disclosure of our proprietary technology or intellectual property. As such, we cannot guarantee that the steps taken by us will prevent infringement, violation, or misappropriation of our technology.

We pursue the registration of our trademarks, service marks, patents, and domain names in the United States and in certain foreign jurisdictions. These processes are expensive and may not be successful in all jurisdictions or for every such application, and we may not pursue such protections in all jurisdictions that may be relevant, for all our goods or services or in every class of goods and services in which we operate. As such, policing unauthorized use of our technology or platform is difficult. Additionally, we may not be able to obtain, maintain, protect, exploit, defend, or enforce our intellectual property rights in every foreign jurisdiction in which we operate. For example, effective trade secret protection may not be available in every country in which our platform is available or where we have employees or independent contractors. The loss of trade secret protection could make it easier for third parties to compete with our platform by copying functionality. Any changes in, or unexpected interpretations of, the trade secret and employment laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property rights. In addition, we believe that the protection of our trademark rights is an important factor in product recognition, protecting our brand and maintaining goodwill and if we do not adequately protect our rights in trademarks from infringement, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and business. The legal systems of certain countries do not favor the enforcement of trademarks, trade names, service marks, trade secrets, and other intellectual property and proprietary protection, which could make it difficult for us to stop the infringement, misappropriation, dilution, or other violation of our’ intellectual property or marketing of competing platforms, solutions, or services in violation of our intellectual property rights generally. Any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our intellectual property rights. If we fail to maintain, protect and enhance our intellectual property rights, our business, operating results, financial condition, and future prospects may be harmed.

In addition, defending our intellectual property rights through litigation might entail significant expense. Such litigation could result in substantial costs and diversion of resources and could negatively affect our business, operating results, financial condition, and future prospects. If we are unable to protect our proprietary rights, we could find ourselves at a competitive disadvantage to others who need not incur the additional expense, time, and effort required to create our platform and our other offerings. Moreover, we may need to expend additional resources to defend our intellectual property rights in foreign countries, and our inability to do so could impair our business or adversely affect our international expansion.

We are subject to laws and regulations, including governmental export and import controls, sanctions, and anti-corruption laws, that could impair our ability to compete in our markets and subject us to liability if we are not in full compliance with applicable laws.

We are subject to laws and regulations, including governmental export and import controls, that could subject us to liability or impair our ability to compete in our markets. Our platform and related technology are subject to U.S. export controls, including the U.S. Department of Commerce’s Export Administration Regulations (also known as “EAR”), and we and our employees, representatives, contractors, agents, intermediaries, and other third parties are also subject to various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control and other U.S. government agencies. Changes to sanctions and export or import restrictions in the jurisdictions in which we operate could further impact our ability to do business in certain parts of the world and to do business with certain persons and entities, which could adversely affect our business, operating results, financial condition, and future prospects. In particular, we are continuing to monitor recent and forthcoming developments in export controls with respect to the semiconductor industry and their impact on our sourcing of equipment for our computing infrastructure. In addition, we are also monitoring the January 29, 2024 proposed rule from the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”), which if implemented as proposed, would impose requirements on Infrastructure-as-a-Service providers (“IaaS”) and their foreign resellers to verify the identity and beneficial ownership of foreign person customers and to perform related reporting to BIS, as well as provide BIS authority to restrict certain IaaS transactions with foreign persons. While we have implemented certain procedures to facilitate compliance with applicable laws and regulations,

we cannot provide assurance that these procedures are fully effective or that we, or third parties who we do not control, have complied with all laws or regulations in this regard. Failure by our employees, representatives, contractors, partners, agents, intermediaries, or other third parties to comply with applicable laws and regulations also could have negative consequences to us, including reputational harm, government investigations, loss of export privileges and penalties. Changes in our platform, and changes in or promulgation of new export and import regulations, may create delays in the introduction of our platform into international markets, prevent our customers with international operations from deploying our platform globally or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether. Any change in export or import regulations, economic sanctions, or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased sales of our platform, solutions, and services, or in our decreased ability to export or sell our platform, to existing or potential customers with international operations. Any decreased sales of our platform, solutions, and services or limitation on our ability to export or sell its platform would adversely affect our business, operating results, financial condition, and future prospects.

We are also subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the United Kingdom Bribery Act 2010 (the “Bribery Act”), and other anti-corruption, sanctions, anti-bribery, anti-money laundering, and similar laws in the United States and other countries in which we conduct activities. Anti-corruption and anti-bribery laws, which have been enforced aggressively and are interpreted broadly, prohibit companies and their employees, agents, intermediaries, and other third parties from promising, authorizing, making, or offering improper payments or other benefits to government officials and others in the public, and in certain cases, private sector. We leverage third parties, including intermediaries and agents, to conduct our business in the United States and abroad, to sell our platform. We and such third parties may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, partners, agents, intermediaries, and other third parties, even if we do not explicitly authorize such activities. We cannot provide assurance that our policies and procedures to address compliance with the FCPA, the Bribery Act, and other anti-corruption, sanctions, anti-bribery, anti-money laundering, and similar laws, will be effective, or that all of our employees, representatives, contractors, partners, agents, intermediaries, or other third parties have not taken, or will not take actions, in violation of our policies and applicable law, for which we may be ultimately held responsible. As we increase our international sales and business, our risks under these laws will increase. Noncompliance with these laws could subject us to investigations, severe criminal or civil sanctions, settlements, prosecution, loss of export privileges, suspension or debarment from U.S. government contracts, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, whistleblower complaints, adverse media coverage, and other consequences. Any investigations, actions, or sanctions could harm our reputation, business, operating results, financial condition, and future prospects.

We are subject to laws, regulations, and industry requirements related to data privacy, data protection and information security, and user protection across different markets where we conduct our business and such laws, regulations, and industry requirements are constantly evolving and changing. Any actual or perceived failure to comply with such laws, regulations, and industry requirements, or our privacy policies, could harm our business.

Various local, state, federal, and international laws, directives, and regulations apply to our collection, use, retention, protection, disclosure, transfer, and processing of personal information. These data protection and privacy laws and regulations are subject to uncertainty and continue to evolve in ways that could adversely impact our business. These laws have a substantial impact on our operations both in the United States and internationally and compliance with new and existing laws may result in significant costs due to implementation of new processes, which could ultimately hinder our ability to grow our business by extracting value from our data assets.

In the United States, state and federal lawmakers and regulatory authorities have increased their attention on the collection and use of user data. For example, in California, the California Consumer Privacy Act of 2018 (as amended, the “CCPA”) requires companies that hit certain broad revenue or data processing related thresholds to, among other things, provide new disclosures to California users, and affords such users new privacy rights such as the ability to opt-out of certain processing of personal information and expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is collected, used, and shared. The CCPA provides for civil penalties for violations, as well as a private right of action for security breaches that may increase security breach litigation. In addition, other states have enacted laws that contain obligations similar to the CCPA that have taken effect or will take effect in coming years and many others continue to propose similar laws, or are considering proposing similar laws. We cannot fully predict the impact of recently proposed or enacted laws or regulations on our business or operations, but compliance may require us to modify our data processing practices and policies incurring costs and expense. Further, to the extent multiple state-level laws are introduced with inconsistent or conflicting standards, it may require costly and difficult efforts to achieve compliance with such laws. Our failure or perceived failure to comply with state or federal privacy laws or regulations passed in the future could have a material adverse effect on our business, including how we use personal information, our business, operating results, financial condition, and future prospects and could expose us to regulatory investigations or possible fines.

Additionally, many foreign countries and governmental bodies, including the European Union, the United Kingdom, Canada, and other jurisdictions in which we operate or conduct business, have laws and regulations concerning the collection, use, processing, storage, and deletion of personal data obtained from their residents or by businesses operating within their jurisdiction. These laws and regulations often are more restrictive than those in the United States. Such laws and regulations may require companies to implement new privacy and security policies, permit individuals to access, correct, and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, require that certain types of data be retained on local servers within these jurisdictions, and, in some cases, obtain individuals’ affirmative opt-in consent to collect and use personal information for certain purposes. The increased focus on data sovereignty and data localization requirements around the world could also impact our business model with respect to the storage, management, and transfer of data.

We are subject to the European Union’s General Data Protection Regulation and the United Kingdom’s General Data Protection Regulation (collectively, the “GDPR”), which comprehensively regulate our use of personal data, including cross-border transfers of personal data out of the European Economic Area (“EEA”) and the United Kingdom. The GDPR imposes stringent privacy and data protection requirements, and could increase the risk of non-compliance and the costs of providing our services in a compliant manner. A breach of the GDPR could result in regulatory investigations, reputational damage, fines and sanctions, orders to cease or change our processing of our data, enforcement notices, or assessment notices (for a compulsory audit). For example, if regulators assert that we have failed to comply with the GDPR, we may be subject to fines. Since we are subject to the supervision of relevant data protection authorities under multiple legal regimes (including separately in both the EU and the United Kingdom), we could be fined under those regimes independently in respect of the same breach. We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

The GDPR prohibits transfers of personal data from the EEA or the United Kingdom to countries not formally deemed adequate by the European Commission or the U.K. Information Commission Office, respectively, including the United States, unless a particular compliance mechanism (and, if necessary, certain safeguards) is implemented. The mechanisms that we and many other companies, including our customers, rely upon for European and U.K. data transfers (for example, Standard Contractual Clauses or the EU-US Data Privacy Framework) are the subject of legal challenge, regulatory interpretation, and judicial decisions by the Court of Justice of the European Union. The suitability of Standard Contractual Clauses for data transfer in some scenarios has

recently been the subject of legal challenge, and while the United States and the European Union reached an agreement on the EU-US Data Privacy Framework (and similar agreements were reached with respect to the United Kingdom), there are legal challenges to that data transfer mechanism as well. We expect the legal complexity and uncertainty regarding international personal data transfers to continue, and as the regulatory guidance and enforcement landscape in relation to data transfers continues to develop, we could suffer additional costs, complaints, and/or regulatory investigations or fines; we may have to stop using certain tools and vendors and make other operational changes; we may have to implement alternative data transfer mechanisms under the GDPR and/or take additional compliance and operational measures; and/or it could otherwise affect the manner in which we provide our services, and could adversely affect our business, operating results, financial condition, and future prospects.

We are also subject to evolving U.S., E.U., and U.K. privacy laws governing cookies, tracking technologies, and e-marketing. In the United States, plaintiffs are increasingly making use of existing laws such as the California Invasion of Privacy Act to litigate use of tracking technologies. In the European Union, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem. Also in the European Union, informed consent, including a prohibition on pre-checked consents and a requirement to ensure separate consents for each cookie, is required for the placement of a non-essential cookie or similar technologies on a user’s device and for direct electronic marketing. As regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, negatively impact our efforts to understand users, adversely affect our margins, increase costs, and subject us to additional liabilities.

There is also a risk that as we expand, we may assume liabilities for breaches experienced by the companies we acquire. Additionally, there are potentially inconsistent world-wide government regulations pertaining to data protection and privacy. Despite our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and information security, it is possible that our practices, offerings, or platform could fail, or be alleged to fail to meet applicable requirements. For instance, there are changes in the regulatory landscape relating to new and evolving technologies, such as generative AI. Changes to existing regulations, their interpretation or implementation, or new regulations could impede any potential use or development of AI technologies, which could impair our competitive position and result in an adverse effect on our business, operating results, financial condition, and future prospects. Our failure, or the failure by our third-party providers or partners, to comply with applicable laws or regulations and to prevent unauthorized access to, or use or release of personal information, or the perception that any of the foregoing types of failure has occurred, even if unfounded, could subject us to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, severe criminal, or civil sanctions, damage our reputation, or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect our business, operating results, financial condition, and future prospects.

Export controls, trade restrictions, and sanctions could limit our ability to procure GPU hardware or serve certain customers and could increase compliance costs.

GPU hardware and related technologies may be subject to export controls and trade restrictions, including restrictions on the export, reexport, or transfer of certain advanced computing items to specific jurisdictions or end users. Compliance obligations may limit our procurement options, delay deployments, restrict customer eligibility, or require enhanced due diligence and monitoring. Changes in export control regimes or sanctions programs could increase compliance costs, limit access to critical hardware, or constrain our ability to conduct business in certain markets, any of which could materially adversely affect our operations, financial condition and future prospects.

Our business is subject to a wide range of laws and regulations, and failure to comply with those laws and regulations could harm our business.

Our business is subject to regulation by various federal, state, local, and foreign governmental agencies, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety and environmental laws, including those related to energy usage and energy efficiency requirements, privacy and data protection laws, AI, financial services laws, anti-bribery laws, sanctions, national security, import and export controls, anti-boycott, federal securities laws, and tax laws and regulations.

For example, governmental authorities have in the past sought to restrict data center development based on environmental considerations and have imposed moratoria on data center development, citing concerns about energy usage, requiring new data centers to meet energy efficiency requirements. We may face higher costs from any laws requiring enhanced energy efficiency measures, changes to cooling systems, caps on energy usage, land use restrictions, limitations on back-up power sources, or other environmental requirements.

In certain foreign jurisdictions, these regulatory requirements may be more stringent than those in the United States. These laws and regulations are subject to change over time and thus we must continue to monitor and dedicate resources to ensure continued compliance. In particular, the global AI regulatory environment continues to evolve as regulators and lawmakers have started proposing and adopting, or are currently considering, regulations and guidance specifically on the use of AI. Non-compliance with applicable regulations or requirements could subject us to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, or injunctions and jail time for responsible employees and managers. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, operating results, financial condition, and future prospects could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results, financial condition, and future prospects.

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses or maintain effective internal controls, our ability to accurately report our financial results and the market price of our securities could be adversely affected.

We currently have limited accounting and financial reporting personnel and other resources dedicated to internal control over financial reporting. In connection with the preparation of our audited consolidated financial statements as of and for the years ended June 30, 2026 and 2025, we identified material weaknesses in our internal control over financial reporting. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified relate to (i) a lack of sufficient accounting personnel with appropriate knowledge and experience in U.S. GAAP and SEC financial reporting requirements to support financial information processing and reporting, and (ii) a lack of financial reporting policies and procedures that are commensurate with U.S. GAAP and SEC reporting requirements. Our management has concluded that these material weaknesses represent deficiencies in our overall internal control environment and could adversely affect our ability to accurately and timely report our financial condition and results of operations.

Following the Business Combination, we became subject to significantly greater reporting, compliance, and internal control requirements applicable to U.S. public companies, including expanded disclosure obligations, increased scrutiny by regulators and investors, and, following the applicable transition period, the requirement to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. These requirements will place substantial demands on our management, accounting, and finance personnel and systems.

We have implemented and plan to continue to implement measures designed to remediate the identified material weaknesses, including hiring additional qualified accounting and reporting personnel with appropriate U.S. GAAP and SEC reporting expertise, developing and formalizing accounting policies and procedures applicable to our business, and providing internal training programs for our accounting and finance personnel. We intend to complete the remediation plan by the end of calendar year 2027. The remediation process will require significant time, management attention, and financial resources, and the associated costs, including personnel-related expenses and potential consulting fees, are expected to increase our and our general and administrative expenses in future periods.

The process of designing, implementing, and maintaining an effective system of internal control over financial reporting for us is ongoing and inherently complex. We cannot assure you that the measures we have implemented or plan to implement will be sufficient to remediate the identified material weaknesses in a timely manner, or at all, or that additional material weaknesses will not be identified in the future. If we are unable to maintain effective internal control over financial reporting, we may be unable to accurately report our financial results, prevent or detect fraud, or comply with applicable reporting requirements, which could result in regulatory actions, restatements of our financial statements, loss of investor confidence, and a decline in the market price of our securities.

We may be unable to utilize our net operating loss carryforwards to offset future taxable income, which could increase our future tax liabilities.

As of June 30, 2026 and 2025, we had net operating loss carryforwards (“NOLs”) of $9.9 million and $5.6 million for U.S. federal income tax purposes and $6.1 million and $5.6 million for state income tax purposes. Our federal NOLs do not expire; however, their use is subject to an annual limitation. The utilization of state NOLs is also subject to certain limitations.

The realization of our deferred tax assets related to these NOLs depends on our ability to generate sufficient taxable income in future periods, the timing of such income, and the jurisdictions in which such income is earned, all of which are uncertain. If we do not generate sufficient taxable income, or if changes in tax laws or interpretations further limit the use of NOLs, we will be required to record or increase a valuation allowance against our deferred tax assets, which could negatively affect our results of operations.

In addition, future ownership changes, including in connection with the recently completed Business Combination or other future equity issuances, could further limit our ability to utilize our NOLs under applicable provisions of the Internal Revenue Code and comparable state tax laws. As a result, even if we become profitable, we may be unable to fully realize the expected benefits of our NOLs, which could result in higher cash tax liabilities than anticipated and adversely affect our financial condition and results of operations.

If we are unable to attract or retain qualified personnel or key personnel, our ability to execute our strategy and maintain service quality could be adversely affected.

Our business depends on highly skilled personnel, including but not limited to engineers and operations professionals with experience in AI infrastructure, distributed systems, and data center operations. Competition for such talent is intense. If we are unable to hire, develop, and retain qualified personnel, or if we experience turnover among key employees, our ability to operate reliably, improve our platform, support customers, and expand our services could be materially adversely affected.

The requirements of being a public company may strain our resources and distract management and we will continue to incur substantial costs as a result of being a public company.

Following the Business Combination, we became subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Securities Act. These rules, regulations and requirements are extensive. We have incurred, and will continue to incur, significant costs associated with our public company corporate governance and reporting requirements. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, our management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more corporate employees to comply with these requirements or engage outside consultants, which would increase our costs and expenses. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. These applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

As a result of disclosure of information in the filings that we are required to make as a public company, our business, operating results and financial condition have become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If any such claims are successful, our business, operating results and financial condition could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, operating results and financial condition.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our business.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our business operations. Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the United States, other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs, and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on our businesses (either due to our reliance on imported goods or dependence on access to foreign markets).

Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, our business may be negatively impacted.

Inflationary pressures and persistently high prices and uncertain availability of inputs used by us and our suppliers, or instability in logistics and related costs, could negatively impact our profitability. Pending tariffs proposed by the Trump Administration, may also negatively impact the cost structure of our supply chain, and we may not be able to pass these price increases on to our customers.

Increases in prices, including because of inflation and rising interest rates, for inputs that we and our suppliers use in manufacturing products, systems, components and parts, or increases in logistics and related costs, have led in the past and may lead in the future to higher production costs for products, systems, parts and components. Geopolitical risks, fluctuations in supply and demand, fluctuations in interest rates, any weakening of the U.S. dollar in comparison with other currencies, and other economic and political factors have created and may continue to create pricing pressure for our inputs. These inflationary pressures could, in turn, negatively impact our profitability because we may not be able to pass all of those costs on to our customers or require our suppliers to absorb such costs.

Changes to United States tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.

The United States has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations.

Our prior evaluation of blockchain or digital asset-related concepts could create reputational or regulatory scrutiny, and any future evaluation of such initiatives may be subject to heightened regulation.

We have, in the past, evaluated and explored certain blockchain- or digital-asset-related concepts. These activities were exploratory in nature, did not generate material revenue, and are not part of our current core business operations. As of the date of this prospectus, we are not engaged in cryptocurrency-related activities, other than the receipt, holding and/or settlement of Tether USD (“USDT”) and U.S. Dollar Coins (“USDC”) as part of payment collection, settlement and repayment arrangements. Notwithstanding the foregoing, third-party perceptions or historical public statements could result in inquiries or reputational considerations. In addition, if we evaluate any infrastructure-linked financial structures in the future, such initiatives could be subject to evolving laws and regulatory requirements and could expose us to additional compliance obligations and risks.

We may become involved in litigation, from time to time, that may adversely affect us.

From time to time, we may be subject to claims, suits, and other proceedings. Regardless of the outcome, legal proceedings can have an adverse impact on us because of legal costs and diversion of management’s attention and resources, and could cause us to incur significant expenses or liability, adversely affect our brand recognition, or require us to change our business practices. The expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change, and could adversely affect our business, operating results, financial condition, and future prospects. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines, and penalties that would adversely affect our business, consolidated financial condition, operating results, or cash flows in a particular period. These proceedings could also result in reputational harm, sanctions, consent decrees, or orders requiring a change in our business practices. Because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where have meritorious claims or defenses, by agreeing to settlement agreements. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, operating results, financial condition, and prospects. Any of these consequences could adversely affect our business, operating results, financial condition, and future prospects.

Global events and other general economic factors may impact our results of operations.

Global events and other general economic factors that are beyond our control, including local, state, and international politics, may impact our results of operations. These factors can include interest rates; recession; inflation; unemployment trends; the threat or possibility of war, terrorism or other global or national unrest; political or financial instability; and other matters that influence our customers’ spending. Potential increasing volatility in financial markets and changes in the economic climate could adversely affect our results of operation. The impact these potential global events can have on general economic conditions is continuously evolving and the ultimate impact that they will have on our results of operations continues to remain uncertain. There are no assurances that we will be able to continue to experience the same growth or not be materially adversely affected should such scenarios occur.

Risks Related to this Offering and Our Securities

We have a dual-class share structure with different voting rights, which may adversely affect the value and liquidity of our securities.

We have a dual-class structure with different voting rights, and such dual-class share structure may result in a lower or more volatile market price of our securities. Each Class A Common Stock has one (1) vote on all matters submitted to a vote of our stockholders and each Class B Common Stock has twenty (20) votes on all matters submitted to a vote of our stockholders. Holders of Class A Common Stock and Class B Common Stock will vote together as a single class except where required otherwise by applicable law. The Class B Common Stock may be converted into Class A Common Stock on a one-for-one basis voluntarily at the option of the holder or automatically upon transfer to certain persons and entities. The Class A Common Stock is not convertible into Class B Common Stock under any circumstances. Certain index providers have announced restrictions on including companies with multiple class share structures in certain of their indices. Because of our dual class structure, we will likely be excluded from these indices and other stock indices that take similar positions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our securities less attractive to investors. In addition, several shareholder advisory firms have announced their opposition to the use of a multiple class structure and our dual class structure may cause shareholder advisory firms to publish negative commentary about our corporate governance or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our securities. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our securities.

Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that our stockholders may view as beneficial.

As a result of our dual-class share structure and the concentration of ownership, Hoansoo Lee, who is our Chief Executive Officer and a member of our board of directors, Wenying Jia, who is the Chairperson and a member of our board of directors, and entities affiliated with Hoansoo Lee and Wenying Jia, collectively own all of our Class B Common Stock, and thus, a significant amount of the total voting power of our outstanding Common Stock. As such, Hoansoo Lee and Wenying Jia, and their affiliates, have, and will continue to have, substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. Hoansoo Lee and Wenying Jia, and their affiliates, may take actions that are not in the best interest of our other stockholders. Such dual-class arrangement may discourage, delay or prevent a change in our control, which could deprive our other stockholders of an opportunity to receive a premium for their Common Stock as part of our sale and may reduce the price of our securities. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that our other stockholders may view as beneficial. Further information is available in the “Beneficial Ownership of Securities” section of this prospectus.

The holders of shares of our Class B Common Stock own a significant voting percentage of our Common Stock and will be able to exert significant control over matters subject to stockholder approval.

As of the date of this prospectus, the entirety of our Class B Common Stock is held by five shareholders, namely, (i) Zerowave Ltd, (ii) Jisu Paul Lee Non-Grantor Directed Trust, (iii) Sophia Jisun Lee Non-Grantor Directed Trust, (iv) Gabriel Jihwan Lee Non-Grantor Directed Trust and (v) HSL Capital Management LLC.

Zerowave Ltd is affiliated with Wenying Jia, and the Jisu Paul Lee Non-Grantor Directed Trust, the Sophia Jisun Lee Non-Grantor Directed Trust, the Gabriel Jihwan Lee Non-Grantor Directed Trust and HSL Capital Management LLC are each affiliated with Hoansoo Lee, as more particularly explained below.

Wenying Jia, who is the Chairperson and a member of our board of directors, is the sole member and manager of Zerowave Ltd and has sole voting and dispositive power with respect to the Class B Common Stock directly held by Zerowave Ltd.

Hoansoo Lee, who is our Chief Executive Officer and a member of our board of directors, is the sole member and manager of HSL Capital Management LLC and has sole voting and dispositive power with respect to the Class B Common Stock directly held by HSL Capital Management LLC.

Hoansoo Lee is also the settlor of, and serves as investment advisor to, each of the Jisu Paul Lee Non-Grantor Directed Trust, the Sophia Jisun Lee Non-Grantor Directed Trust, and the Gabriel Jihwan Lee Non-Grantor Directed Trust, and the beneficiaries of each of those trusts are the children of Hoansoo Lee.

Each share of Class B Common Stock has twenty (20) votes on any matter brought before our stockholders for a vote, which means that the five stockholders who currently own all of our Class B Common Stock will have, collectively, 680,880,000 votes on any matter subject to stockholder approval. In contrast, each share of Class A Common Stock has one (1) vote on any matter brought before our stockholders for a vote. Thus, the five holders of shares of Class B Common Stock can together be able to determine or significantly influence all matters requiring stockholder approval. For example, these five stockholders can control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our stock that you may feel are in your best interest as one of our stockholders. Our certificate of incorporation currently only authorizes 260,000,000 shares of Class A Common Stock, which means that even if every authorized share of Class A Common Stock was issued and outstanding, the five holders of shares of Class B Common Stock would have more votes than all of the holders of Class A Common Stock together. Further information is available in the section of this prospectus titled “Beneficial Ownership of Securities.”

The resale by the Selling Stockholders of the Class A Common Stock registered hereby, or the perception that such sales may occur, could cause the market price of the Class A Common Stock to decline.

The number of shares of Class A Common Stock registered hereby constitutes a substantial portion of our outstanding Class A Common Stock. Upon the effectiveness of the registration statement of which this prospectus forms a part, the Class A Common Stock registered hereby will generally be freely tradable without restriction under the Securities Act.

The market price of our Class A Common Stock could decline as a result of actual sales of a substantial number of the Class A Common stock registered hereby by the Selling Stockholders, or the perception that such sales may occur. Because the Class A Common Stock registered hereby were acquired by the Selling Securityholders at prices substantially below the price at which public investors acquired their shares, the Selling Securityholders may have an incentive to sell their shares at prices that are below the market price or at prices that would still result in significant profits to them. Sales of substantial amounts of the Class A Common Stock registered hereby could adversely affect prevailing market prices and impair our ability to raise additional capital through future equity financings.

In addition, the resale of the Class A Common Stock registered hereby by the Selling Securityholders could make it more difficult for us to maintain the trading price of our Class A Common Stock at levels that public investors deem attractive. Any decline in the market price of our Class A Common Stock resulting from the resale, or the potential resale, of the Class A Common Stock registered hereby could adversely affect the value of your investment.

Future sales and issuances of our securities could result in additional dilution of the percentage ownership of existing stockholders and could cause our stock price to fall.

We expect that significant additional capital may be needed in the future to continue our planned operations. To raise capital, we may sell Class A Common Stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell Class A Common Stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior to the holders of our Class A Common Stock.

In addition, our employees are expected to be granted equity awards under equity incentive plans in the future. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of our Class A Common Stock.

Our existing warrants may have an adverse effect on the market price of our Class A Common Stock.

We have outstanding warrants we assumed in the Business Combination (including the Warrants the underlying Class A Common Stock of which are being registered hereby) that entitle the holders thereof to purchase shares of our Class A Common Stock. Such warrants, when exercised, will increase the number of issued and outstanding shares of our Class A Common Stock and reduce the value of our Class A Common Stock.

We are a “controlled company” within the meaning of Nasdaq listing rules, and as a result, we are entitled to rely on exemptions from certain corporate governance requirements that could adversely affect the rights of holders of our Class A Common Stock.

The holders of our Class B Common Stock own a significant voting percentage of the outstanding voting power of our capital stock. Each share of Class B Common Stock is entitled to twenty (20) votes per share, while each share of Class A Common Stock is entitled to one (1) vote per share. As a result, the five stockholders who currently collectively own all of the outstanding shares of Class B Common Stock, four of whom are affiliated with Hoansoo Lee, our Chief Executive Officer and a member of our board of directors, and one of whom is affiliated with Wenying Jia, our Chairperson and a member of our board of directors, are able to exercise voting control over matters submitted to our stockholders for approval.

Because more than 50% of the voting power of our outstanding capital stock are held by these stockholders, we qualify as a “controlled company” under the Nasdaq rules. As a controlled company, we may elect to rely on exemptions from certain corporate governance requirements, including requirements that a majority of our board of directors be independent and that our compensation and nominating and corporate governance committees be composed entirely of independent directors. Although we do not currently rely on any of the exemptions afforded to a “controlled company” under Nasdaq rules, we may do so in the future.

If we rely on one or more of these exemptions, holders of our Class A Common Stock may not have the same protections afforded to stockholders of companies that are subject to all Nasdaq corporate governance requirements. In addition, the voting control exercised by the holders of our Class B Common Stock will enable them to determine the outcome of matters requiring stockholder approval, including the election of directors, certain amendments to our organizational documents, and approval of mergers, asset sales, or other significant corporate transactions. This concentration of control could discourage or prevent transactions that other stockholders may consider favorable and could limit the ability of holders of our Class A Common Stock to influence corporate matters, which could adversely affect the market price of our securities.

We are a “smaller reporting company” and an “emerging growth company” under the U.S. federal securities laws, and the reduced reporting requirements applicable to smaller reporting companies and emerging growth companies could make our securities less attractive to investors.

We are a “smaller reporting company” and an “emerging growth company” under U.S. federal securities laws. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Furthermore, as an emerging growth company, we have taken, and intend to continue to take, advantage of exemptions from certain reporting requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and exemptions from the requirements of holding a non-binding advisory vote on executive compensation. Investors may not find our securities attractive because we may rely on these exemptions and reduced disclosures. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and our stock price may be more volatile.

We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common equity held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common equity held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter.

We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (ii) the date on which have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

The price of our securities may be volatile, and you could lose all or part of your investment.

The prices of our securities may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this prospectus, these factors include:

Many of these factors are beyond our control and may decrease the market price of our securities, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our securities will be at any time, including as to whether our securities will sustain current market prices, or as to what effect that the sale of shares or the availability of our securities for sale at any time will have on the prevailing market price.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our securities.

A liquid trading market for our securities may not be sustained.

An active and liquid public trading market for our Class A Common Stock and our other securities may not be sustained. Our securities may experience limited trading volume, and the market price may be subject to significant volatility due to a number of factors, including limited analyst coverage, the concentration of share ownership among a small number of stockholders, the resale of shares by certain of our stockholders following the expiration of applicable lock-up periods, general market conditions affecting companies operating in the AI and technology sectors, and other factors discussed elsewhere in this “Risk Factors” section.

There can be no assurance that an active trading market will be maintained on a consistent or liquid basis. Low trading volume or volatility could make it difficult for investors to sell their our securities at or above the price they paid, or at all. In addition, if we fail to meet the continued listing standards of Nasdaq, its securities could be delisted, which would further reduce liquidity and market visibility.

As a result, investors may experience difficulty in buying or selling our securities, may be unable to sell their securities at a favorable time or price, and may be required to hold their investment for an extended period of time.

We may be unable to maintain the listing of our securities on Nasdaq in the future.

If we fail to meet Nasdaq’s continued listing requirements and Nasdaq removes our securities from Nasdaq, we could face significant material adverse consequences, including:

A decline in the price of our Class A Common Stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our Class A Common Stock could result in a reduction in the liquidity of our Class A Common Stock and a reduction in our ability to raise capital. A decline in the price of our Class A Common Stock could be especially detrimental to our liquidity, operations and strategic plans. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new products and services and continue current operations. If the price of our Class A Common Stock declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations or raise capital that is on favorable terms to us. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our securities must come from increases in the fair market value and trading price of such securities.

We currently anticipate retaining future earnings, if any, for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends on our Common Stock for the foreseeable future. In addition, debt agreements, which we may enter into, may restrict our ability to pay dividends. Whether we pay cash dividends in the future will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements and any other factors that our board of directors decides is relevant. Any return to stockholders will therefore be limited to the appreciation of their Common Stock.

Our management team has limited experience managing a U.S. public company, and the additional demands associated with operating as a public company may adversely affect our business, financial condition and results of operations.

Following the Business Combination, we became a publicly traded company subject to the reporting, corporate governance, internal control, investor relations and other requirements applicable to companies whose securities are listed on a national securities exchange. Other than our Chief Financial Officer, whose public company experience consists of serving as the chief financial officer of a Nasdaq-listed special purpose acquisition company, the members of our executive management team have not previously served as executive officers of a U.S. public company, and our management team as a whole has limited experience complying with the legal, accounting, regulatory and governance requirements applicable to operating public companies.

As a public company, we are required to devote significant management attention and financial resources to complying with the reporting requirements of the Exchange Act, the rules and regulations of the SEC, applicable Nasdaq listing standards and the requirements of the Sarbanes-Oxley Act. These obligations include, among other things, preparing and filing periodic reports with the SEC, establishing and maintaining effective disclosure controls and procedures and internal control over financial reporting, complying with corporate governance requirements, implementing appropriate public company policies and procedures and responding to increased scrutiny from stockholders, securities analysts and regulators. Our management may not successfully or timely implement the processes, systems and controls necessary to satisfy these requirements. In addition, the time and attention required to address public company obligations may divert management’s focus from the operation and growth of our business. Failure to comply with applicable securities laws, SEC reporting requirements or Nasdaq listing standards could result in regulatory investigations or enforcement actions, litigation, reputational harm, the loss of investor confidence or the delisting of our securities from Nasdaq, any of which could materially and adversely affect our business, financial condition, results of operations and the market price of its securities.

Although we have engaged experienced outside legal counsel, independent auditors and other professional advisers to assist us in complying with our public company obligations, there can be no assurance that these efforts will be sufficient to ensure timely compliance with all applicable requirements or to prevent deficiencies in our disclosure controls, internal controls or corporate governance practices.

USE OF PROCEEDS

All of the Class A Common Stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales except with respect to amounts received by us upon exercise of the Warrants to the extent such warrants are exercised for cash.

Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the cash exercise of any Warrants for general corporate purposes. Our management will have broad discretion over the use of proceeds from the cash exercise of the Warrants. There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants.

MARKET PRICE FOR OUR SECURITIES AND DIVIDEND POLICY

Market Price Information

Our Class A Common Stock is currently listed on the Nasdaq Global Market under the symbol “XLAB.” On October 29, 2026, the last reported sale price of our Class A Common Stock on the Nasdaq Global Market was $3.15 per share.

Our Class B Common Stock are not listed on Nasdaq or any other securities exchange and are not publicly traded

Holders

As of October 29, 2026, we had 33,689,050 shares of Class A Common Stock outstanding held of record by approximately 38 holders and 30,645,739 shares of Class B Common Stock outstanding held of record by five holders.

The number of holders of record of our Class A Common Stock does not include a substantially greater number of “street name” holders or beneficial holders whose Class A Common Stock are held of record by banks, brokers and other financial institutions.

Dividend Policy

We have not paid any cash dividends on our Common Stock to date. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by any outstanding preferred stock and covenants of any existing and future outstanding indebtedness. We do not anticipate declaring any cash dividends to holders of our Common Stock in the foreseeable future. As a result, you may not receive any return on an investment in our Common Stock unless you sell your Common Stock for a price greater than that which you paid for it.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Unless otherwise indicated or the context otherwise requires, references in this Unaudited Pro Forma Condensed Combined Financial Information section to the “Company,” “we,” “us,” “our” and other similar terms refer to Exascale Labs Holdings Inc. (which became the publicly listed combined company) and its consolidated subsidiaries after the Business Combination. See the section of this prospectus titled “Frequently Used Terms” for the definitions of certain capitalized terms used and not defined in this section.

Introduction

On January 11, 2026, D. Boral ARC Merger Corporation, BCAR, Legacy Exascale and Merger Sub entered into the Business Combination Agreement. The Business Combination closed on August 27, 2026.

BCAR was a blank check company incorporated in the British Virgin Islands on March 20, 2025. BCAR was 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.

On August 1, 2025, BCAR consummated its IPO of 28,000,000 public units at $10.00 per unit, which included 3,000,000 units issued upon the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $280,000,000. Simultaneously with the IPO, BCAR completed a private placement of 200,000 units to the Sponsor at $10.00 per unit, generating additional proceeds of $2,000,000. Total transaction costs amounted to $3,582,634, which included a non-cash expense of $2,419,400 representing the fair value of 1,000,000 BCAR Class A Ordinary Shares issued to the representative of the underwriters in the IPO, and $1,163,234 of other cash offering costs.

D. Boral ARC Merger Corporation is a Delaware company formed by BCAR on December 19, 2025. D. Boral ARC Merger Corporation was formed to be the surviving company in connection with the Business Combination. Prior to the Business Combination, D. Boral ARC Merger Corporation had no principal operations or revenue producing activities.

Legacy Exascale was incorporated as a Delaware corporation on June 1, 2022. Through the Business Combination, D. Boral ARC Merger Corporation succeeded to the business of Legacy Exascale and became a publicly traded company. Upon the closing of the Business Combination, D. Boral ARC Merger Corporation was renamed as “Exascale Labs Holdings Inc.”

We are a next-generation AI infrastructure provider operating an asset-light, software-defined GPU compute platform and related AI infrastructure solutions. Our core business includes GaaS, through which we provide 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 AIDC operators. In addition, we have developed certain modular data center, high-density liquid cooling, HVDC power, data center interconnectivity and energy storage solutions that are designed to address deployment bottlenecks in AI infrastructure and that we believe are ready for commercial engagement, although these capabilities have not yet generated revenue as of the date of this prospectus. The platform is purpose-built for large-scale AI workloads, including LLM training, fine-tuning, and high-concurrency inference.

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of BCAR and Legacy Exascale, adjusted to give effect to the Business Combination and other events contemplated by the Business Combination Agreement.

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the historical balance sheet of BCAR as of June 30, 2026 with the historical balance sheet of Legacy Exascale as of June 30, 2026 on a pro forma basis as if the Business Combination had been consummated on June 30, 2026. This presentation has been prepared in accordance with Article 11 of Regulation S-X to facilitate understanding of the financial impacts.

The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2026 combines the historical statement of operations of BCAR for the year ended June 30, 2026 and the historical statement of operations of Legacy Exascale for the year ended June 30, 2026 on a pro forma basis as if the Business Combination had been consummated on July 1, 2025.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in this prospectus:

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what our financial condition or results of operations would have been had the Business Combination been consummated on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting our future financial condition and results of operations. The unaudited pro forma condensed combined financial statements include certain assumptions, which may ultimately not come to fruition. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments and the assumptions included in these unaudited pro forma condensed combined financial statements represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed. In addition, the unaudited pro forma condensed combined financial statements do not purport to project our future financial position or operating results.

Description of the Transactions

On January 11, 2026, BCAR, Legacy Exascale, D. Boral ARC Merger Corporation and Merger Sub entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, the Business Combination was effected in two steps: (i) a merger of BCAR with and into D. Boral ARC Merger Corporation for the purpose of redomiciling BCAR from the British Virgin Islands to the State of Delaware (the “Domestication Merger”), with D. Boral ARC Merger Corporation continuing as the surviving corporation and, upon effectiveness of the Domestication Merger, changing its name to “Exascale Labs Holdings Inc.”; and (ii) immediately thereafter, a merger of Merger Sub with and into Legacy Exascale, with Legacy Exascale surviving as a wholly owned subsidiary of D. Boral ARC Merger Corporation (the “Acquisition Merger” and, together with the Domestication Merger, the “Business Combination”).

On August 27, 2026 (the “Closing Date”), the parties consummated the Business Combination, following approval by BCAR’s shareholders at an extraordinary general meeting held on July 29, 2026.

In the Domestication Merger, BCAR continued out of the British Virgin Islands and into the State of Delaware 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 DGCL, with D. Boral ARC Merger Corporation surviving as a Delaware corporation under the name “Exascale Labs Holdings Inc.” At the effective time of the Domestication Merger, (i) 1,200,000 issued and outstanding BCAR Class A Ordinary Shares and 12,000,000 BCAR Class B ordinary shares, together with 1,134,789 BCAR Class A Ordinary Shares that remained issued and outstanding and were not redeemed in connection with the shareholder vote (in each case, other than shares held as treasury shares, shares held by subsidiaries of BCAR, shares held by BCAR shareholders who properly exercised dissenter’s rights under applicable law, and BCAR Class A Ordinary Shares that were redeemed in connection with the shareholder vote) were cancelled and converted into 14,334,789 shares of our Class A Common Stock, and (ii) each warrant of BCAR outstanding immediately prior to the Domestication Merger (each, a “BCAR Warrant”) was assumed by D. Boral ARC Merger Corporation and became a warrant of D. Boral ARC Merger Corporation (each, a “Warrant”), exercisable for our Class A Common Stock on the same terms as were applicable to the BCAR Warrants, subject to adjustments contemplated by the Business Combination Agreement.

In connection with the extraordinary general meeting and the Business Combination, holders of 26,865,211 BCAR Class A Ordinary Shares exercised their redemption rights and redeemed their shares for cash. On the Closing Date, there were 1,134,789 shares of our Class A Common Stock outstanding that were held by former BCAR public shareholders.

Following the Domestication Merger, Merger Sub merged with and into Legacy Exascale, with Legacy Exascale surviving as our wholly owned subsidiary. At the closing of the Acquisition Merger, the aggregate consideration payable to Legacy Exascale and its securityholders (the “Merger Consideration”) was $500,000,000, payable in the form of 50,000,000 newly issued shares of our Common Stock, valued at $10.00 per share. The Merger Consideration was allocated among Legacy Exascale’s various securityholder groups based on their respective “implied ownership percentages,” determined by reference to Legacy Exascale’s fully diluted capitalization and the specific contractual terms applicable to each category of security. In particular:

Each share of our Class A Common Stock carries one vote per share, and each share of our Class B Common Stock carries twenty votes per share. No fractional shares of our Common Stock were issued in connection with the Business Combination. On the Closing Date, there were 19,354,261 shares of our Class A Common Stock and 30,645,739 shares of our Class B Common Stock outstanding that were held by former Legacy Exascale Securityholders.

As of the Closing Date and upon completion of the Business Combination, we had approximately 64,334,789 shares of Common Stock issued and outstanding, consisting of approximately 33,689,050 shares of Class A Common Stock and 30,645,739 shares of Class B Common Stock, and no shares of Preferred Stock outstanding. In addition, as of the Closing Date, we had 14,099,992 Warrants outstanding, each whole Warrant entitling the holder to purchase one share of our Class A Common Stock at an exercise price of $11.50 per share.

The pro forma combined financial information takes into account the actual redemptions of BCAR Ordinary Shares that occurred as of the Closing Date of the Business Combination.

The pro forma shares of the combined common stock issued and outstanding immediately after the Business Combination are as below:

Accounting Treatment of the Business Combination

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, while BCAR was the legal acquirer, it was treated as the acquired company for financial reporting purposes. Accordingly, the financial statements of Legacy Exascale represented a continuation of the financial statements of Legacy Exascale, with the Business Combination treated as the equivalent of Legacy Exascale issuing stock for the net assets of BCAR, accompanied by a recapitalization. The net assets of BCAR were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of Legacy Exascale in future reports of Exascale Labs Holdings Inc.

Legacy Exascale has been determined to be the accounting acquirer based on the evaluation of the following facts and circumstances:

Legacy Exascale has been designated as the accounting acquirer and has a fiscal year end of June 30. Upon the Closing of the Business Combination, the Company changed its fiscal year end from December 31 to June 30, which is the fiscal year end historically used by Legacy Exascale.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable, and as it relates to the unaudited pro forma combined statement of operations, are expected to have a continuing impact on the results of the post-combination Company. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the post-combination Company upon consummation of the Business Combination.

The unaudited pro forma combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical financial position and results that would have been achieved had the companies always been combined or the future financial position and results that the post-combination Company will experience. Legacy Exascale and BCAR have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2026, and in the unaudited pro forma condensed combined statement of operations for the year ended June 30, 2026 are based on the actual values as of the Closing Date. The differences that may occur between the presented value and the final purchase accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2026

See accompanying notes to the unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended June 30, 2026

See accompanying notes to the unaudited pro forma condensed combined financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1—Basis of the Pro Forma Presentation

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, BCAR, who is the legal acquirer, is treated as the accounting acquiree for financial reporting purposes and Legacy Exascale, which is the legal acquiree, was treated as the accounting acquirer for financial reporting purposes.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. Article 11 provides guidance to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management Adjustments”). Given such Management Adjustments, if any, would not enhance an understanding of the pro forma effects of the Transaction, we have elected not to present any Management Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not include income tax effects as the parties to the Business Combination are evaluating the post-Closing tax implications of Legacy Exascale. Accordingly, the unaudited pro forma condensed combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the parties to the Business Combination filed consolidated income tax returns during the periods presented, nor does it reflect the amounts of pro forma deferred tax assets or liabilities as of the periods presented.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined Company. They should be read in conjunction with the historical financial statements and notes thereto of BCAR and Legacy Exascale.

Note 2—Pro Forma Adjustments

BCAR and Legacy Exascale have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Pro Forma Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2026 are as follows:

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended June 30, 2026 and 2025 are as follows:

Note 3—Loss per Share

As the Business Combination is being reflected as if it had been consummated on July 1, 2025, the calculation of weighted average shares outstanding for pro forma basic and diluted net loss per share assumes the following events occurred as of July 1, 2025:

BUSINESS

Overview

Exascale Labs Holdings Inc. was incorporated under the name “D. Boral ARC Merger Corporation” as a Delaware corporation on December 19, 2025. Legacy Exascale was incorporated as a Delaware corporation on June 1, 2022. On August 27, 2026, we consummated the Business Combination. As contemplated by the Business Combination Agreement, (i) prior to the effective time of the Acquisition Merger, BCAR continued out of the British Virgin Islands and into the State of Delaware and redomiciled as, and became a, Delaware corporation by merging with and into Boral ARC Merger Corporation (the forgoing transaction being referred to herein as the “Domestication Merger”), with Boral ARC Merger Corporation continuing as the surviving corporation and changing its name from “Boral ARC Merger Corporation” to “Exascale Labs Holdings Inc.” and (ii) following the Domestication Merger, Merger Sub merged with and into Legacy Exascale, with Legacy Exascale surviving as a wholly-owned subsidiary of Exascale Labs Holdings Inc. (the foregoing transaction being referred to herein as the “Acquisition Merger”).

Through the Business Combination, Exascale Labs Holdings Inc. became the combined company of the Business Combination and succeeded to the business of Legacy Exascale. On August 28, 2026, our Class A Common Stock and warrants began trading on the Nasdaq Global Market under the symbols “XLAB” and XLABW,” respectively. Our Class B Common Stock are not listed on Nasdaq or any other securities exchange and are not publicly traded.

We are a next-generation AI infrastructure provider operating an asset-light, software-defined GPU compute platform and related AI infrastructure solutions. Our core business includes GaaS, through which we provide 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 AIDC operators. In addition, we have developed certain modular data center, high-density liquid cooling, HVDC power, data center interconnectivity and energy storage solutions that are designed to address deployment bottlenecks in AI infrastructure and that we believe are ready for commercial engagement, although these capabilities have not yet generated revenue as of the date of this prospectus. The platform is purpose-built for large-scale AI workloads, including LLM training, fine-tuning, and high-concurrency inference.

Our business consists of two primary product and service categories. First, we provide GPU-based compute services through our GaaS offering, which delivers scalable access to high-performance GPU capacity via bare-metal and VM configurations. These services are offered through both on-demand and reserved usage models and are designed to support a range of AI workloads, including large-scale model training, fine-tuning, and high-concurrency inference. Second, we provide Infrastructure Solutions for AI deployments, which include (i) GPU cluster management and operational services provided to AIDC operators, including planning and configuration support, monitoring, performance tuning, and ongoing operational assistance for large-scale GPU deployments, which are revenue-generating and delivered pursuant to commercial service arrangements, and (ii) certain modular data center, advanced liquid cooling, HVDC power, data center interconnectivity and energy storage solutions that our management believes are ready to support customer deployments as of the date of this prospectus, although such offerings have not generated revenue to date. We expect to pursue these offerings on an asset-light basis, primarily through partnerships, systems integration, contract manufacturing and other collaborative structures.

Industry and Market Background

The AI industry is undergoing a generational paradigm shift, driven by the rapid adoption of Generative AI and LLMs. This shift has created an unprecedented demand for specialized, high-performance accelerated computing infrastructure that far exceeds the capabilities of traditional general-purpose cloud architectures. We believe the market is currently in the early stages of a secular transition from legacy central processing unit (“CPU”)-centric data centers to accelerated computing environments purpose-built for AI.

The proliferation of foundational models and AI-native applications has triggered a massive capital investment cycle. According to a September 2025 report by Gartner, Inc., a business and technology insights company, global spending on AI infrastructure is projected to grow to exceed $2.0 trillion by 2026. This growth is driven not only by the training of increasingly larger models which now regularly exceed trillions of parameters, but also by the exponential rise in inference workloads as enterprises integrate AI into production environments. The demand for compute capacity is outstripping supply by a significant margin. As of early 2026, despite increases in manufacturing capacity, the demand for cutting-edge GPUs, such as NVIDIA’s Blackwell architecture and subsequent generations, remained robust. Market indicators suggest that supply constraints for high-end AI processors could extend through 2027 and into 2028.

Limitations of Legacy Cloud Infrastructure

Traditional hyperscale cloud providers have historically architected their infrastructure to primarily support general-purpose web applications, such as web-hosting, e-commerce, databases, and search, and have historically relied on CPU-based, web-scale computing architectures. While hyperscale cloud providers have added GPU offerings and continue to invest in AI-related infrastructure, the operational and architectural assumptions that underlie general-purpose cloud platforms, such as multi-tenant abstractions designed for a wide set of workloads, may not be optimized for certain AI workloads that require dense GPU clusters, high-performance interconnects, and operational practices focused on maximizing effective utilization and minimizing job disruption. Industry participants have stated that certain large, diversified cloud providers are not purpose-built for the AI and accelerated compute use cases served by specialized AI infrastructure providers.

As AI adoption accelerates, the market increasingly demands infrastructure that is purpose-built to address the unique characteristics of AI workloads. This shift is driving specific requirements for platforms and service providers that combine GPU capacity with specialized software, operational tooling, and infrastructure management practices intended to (i) optimize performance, (ii) maintain stability and uptime, and (iii) reduce the complexity of operating high-performance AI infrastructure.

In particular, AI adoption has driven demand for infrastructure that can address several interrelated requirements, including the following: