Form 8-K

8-K — Exascale Labs Holdings Inc.

Accession: 0001829126-26-010494

Filed: 2026-09-28

Period: 2026-09-28

CIK: 0002109869

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — exascalelabs_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (exascalelabs_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 28, 2026

EXASCALE LABS HOLDINGS INC.

(Exact name of registrant as specified in charter)

Delaware

000-0000001-43465

42-3035215

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

820 Gessner Road, Suite 332

Houston, TX 77024

(Address of principal executive offices) (Zip Code)

(650) 537-7553

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

XLAB

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A Common Stock at an exercise price of $11.50

XLABW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial

Condition.

On September 28, 2026, Exascale Labs Holdings

Inc. issued a press release announcing financial results for its fiscal year ended June 30, 2026. A copy of the press release is furnished

herewith as Exhibit 99.1.

The information in this Item 2.02, including Exhibit

99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference

in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference

in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Index

Exhibit No.

Description

99.1

Press release, dated September 28, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 28, 2026

EXASCALE LABS HOLDINGS INC.

By:

/s/ Hoansoo Lee

Name:

Hoansoo Lee

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exascalelabs_ex99-1.htm · Sequence: 2

Exhibit 99.1

Exascale

Labs Holdings Inc. Reports 111% Revenue Growth for Full Fiscal Year 2026 and

Provides Business Update Following Successful Nasdaq Listing

●

Fiscal year 2026 revenue increased 111% to $14.8 million, compared to $7.0 million in fiscal year 2025, driven by accelerating demand for the Company’s software-defined GPU-as-a-Service platform.

●

Successfully completed business combination with D. Boral ARC Acquisition I Corp.; commenced trading on Nasdaq under ticker symbols “XLAB” and “XLABW” for its Class A common stock and its warrants, respectively, on August 28, 2026.

●

Expanded strategic partnerships, including an LOI with Compal Electronics for next-generation 800 VDC GPU validation platforms and an MOU with EnergyBank for floating offshore wind-powered AI compute.

HOUSTON, September 28, 2026 (GLOBE NEWSWIRE) – Exascale Labs Holdings Inc. (Nasdaq: XLAB) (“Exascale” or the “Company”), a provider of next-generation AI compute infrastructure, today announced its financial and operational results for the fiscal year ended June 30, 2026.

“Fiscal year 2026 was the year we laid the foundation to become a public company,” said Hoansoo Lee, Chief Executive Officer of Exascale. “To establish our readiness for this next phase, we grew our GPU-as-a-Service business, deepened our infrastructure partnership with Compal, and closed the agreement that brought Exascale to Nasdaq. Since listing in August, we’ve moved quickly, signing a memorandum of understanding with EnergyBank for offshore wind-powered compute, and signing a letter of intent with Compal on our 800 VDC platform. Our qualified customer pipeline has grown to approximately $300 million; and these early-stage agreements are just the beginning. Our focus is on transitioning these agreements into signed contracts and executing on our strong pipeline opportunities.”

Mr. Lee continued, “Exascale’s revenue grew 111% this past fiscal year, powered by a 124% increase in our intelligent computing power service and a customer renewal rate around 68%, and the balance sheet is now stronger following the close of the business combination. Our focus now is on converting that growth into disciplined, scalable execution as a public company.”

Recent Strategic & Operational Highlights

●

Successful Nasdaq Public Listing: Exascale completed its business combination with D. Boral ARC Acquisition I Corp. Exascale’s Class A common stock and warrants began trading on the Nasdaq Global Market under the ticker symbols “XLAB” and “XLABW,” respectively, on August 28, 2026.

●

Compal Electronics LOI: Entered into a non-binding Letter of Intent (“LOI”) with Compal Electronics to jointly develop a U.S.-based native 800 VDC validation platform for next-generation GPU systems. The goal of joint effort is to validate high-efficiency power architectures designed for ultra-high-density AI data centers.

●

Appointment of New Chief Financial Officer: Exascale appointed Jake Carney as Chief Financial Officer, effective September 25, 2026.

●

EnergyBank Sustainable Compute MOU: Signed a Memorandum of Understanding (“MOU”) with EnergyBank to integrate floating offshore wind power and long-duration energy storage into Exascale’s modular AI compute infrastructure.

●

Platform Orchestration Enhancements: Deployed proprietary GPU cluster management software enabling dynamic resource allocation, automated failover, and optimized latency for high-concurrency LLM inference workloads.

“Our 800 VDC validation work with Compal and the orchestration layer we shipped this year are the same bet, power density is a real bottleneck for AI infrastructure, not just GPU supply,” said Zach Bright, Head of R&D at Exascale. “Both are built to hold up as workloads get denser, and that’s what we’re most focused on getting right.”

Fiscal Year 2026 Financial Highlights (“FY 2026”)

●

Total Revenue: FY 2026 revenue was $14.8 million, representing an increase of 111.3% compared to $7.0 million reported in Fiscal Year 2025 (“FY 2025”). The growth was primarily attributed a 124.0% increase in revenue from Exascale’s intelligent computing power service, driven by higher spending from existing customers and an expanding customer base, with a roughly 68% customer renewal rate.

●

Gross Profit: Gross profit for FY 2026 was $2.4 million, and 16.3% gross margin, compared to $1.1 million gross profit and 15.8% gross in FY 2025. This increase in growth profit and gross margin reflects scalable operational efficiency amid rapid revenue growth.

●

Operating Expenses: Operating expenses were $7.2 million in FY 2026, compared to $4.2 million in FY 2025. The increase was driven primarily by a $2.7 million increase in research and development expenses and a $0.9 million increase in general and administrative expenses, partially offset by a decrease in selling and marketing expenses of $0.5 million.

●

Net Loss: Net loss for FY 2026 was $12.2 million, compared to $7.7 million in FY 2025. The increase was driven primarily by higher operating expenses associated with scaling infrastructure, expanding market presence, and advancing our technology platform, as well as a non-cash fair value adjustment on our simple agreements for future equity (“SAFE’s”). As of June 30, 2026, those SAFEs carried an aggregate fair value of approximately $29.1 million; all outstanding SAFEs converted into the Company’s Class A common stock upon the closing of the business combination on August 27, 2026, eliminating the liability from the Company’s balance sheet.

●

Cash and Capital Resources: As of June 30, 2026, Exascale held $2.7 million in cash, supplemented post-period by the successful closing of its business combination on August 27, 2026. In connection with the closing, Exascale obtained access to net cash proceeds of approximately $11.8 million from the business combination.

Fiscal Year 2027 Outlook

For the fiscal year ending June 30, 2027, Exascale intends to focus on the following core growth pillars:

●

Capacity Expansion: Accelerate GPU-as-a-Service capacity expansion by onboarding additional top-tier data center host sites and GPU clusters across North America, Asia, and Europe.

●

Next-Gen Power & Cooling Architecture: Commercialize proprietary native 800 VDC and modular high-density cooling solutions to address power density bottlenecks facing enterprise AI workloads.

●

Enterprise SaaS Platform Monetization: Drive adoption of Exascale’s proprietary GPU orchestration and cluster management software among AI operators.

About Exascale

Exascale is a next-generation AI infrastructure provider operating a software-defined GPU compute platform and related AI infrastructure solutions. Its business includes, GPU-as-a-service, GPU cluster management and optimization, and infrastructure solutions spanning modular data centers, HVDC power, high-density cooling, and data center interconnectivity. Exascale’s platform supports large-scale AI workloads, including training, fine-tuning, high-concurrency inference, and API-based token generation. For more information, visit www.exascalelabs.ai.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “can,” “continue,” “could,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “will,” and similar expressions. These statements include, without limitation, statements regarding Exascale’s future financial and operating performance, its business strategy and growth plans, anticipated demand for AI infrastructure and compute capacity, planned deployment of modular data center, liquid cooling, HVDC power, data center interconnectivity and energy storage solutions, expectations regarding additional financing, and Exascale’s competitive and market positioning, and statements regarding the MOU and the LOI and the plans of the parties thereto regarding such LOI and MOU. The MOU and LOI are non-binding and do not create any obligations for the parties thereto to into any definitive agreements.

These statements are based on current expectations and assumptions, and involve risks and uncertainties that could cause actual results or events to differ materially, including, among others, changes in customer demand, supply constraints for GPUs and related infrastructure components, Exascale’s ability to convert its pipeline opportunities into customer relationships and revenue, competitive pressures from larger and better-capitalized providers, technological risks, operational and execution risks associated with scaling infrastructure deployments, Exascale’s ability to access financing on favorable terms, regulatory changes, and macroeconomic factors.

If any of these risks materialize or the assumptions prove incorrect, actual results could differ materially from the results contained in or implied by these forward-looking statements. There may be additional risks that Exascale presently does not know of or cannot anticipate, or that Exascale currently believes are immaterial, that could also cause actual results to differ materially from those contained in or implied by the forward-looking statements.

Forward-looking statements reflect Exascale’s expectations, plans or forecasts of future events and views as of the date of this press release. Exascale anticipates that subsequent events and developments will cause its assessments to change. However, while Exascale may elect to update these forward-looking statements at some point in the future, Exascale specifically disclaims any obligation to do so.

Readers are cautioned not to place undue reliance upon any forward-looking statement.

Investor Contact

Cameron Radinovic

KCSA Strategic Communications

Exascale@KCSA.com

Media Contact

Hannah Erger

KCSA Strategic Communications

Exascale@KCSA.com

EXASCALE LABS INC. Consolidated Statements of Operations

(All amounts in US$, except for number of shares and per share data)

(unaudited)

For the

years ended

June 30,

2025

2026

Revenues

7,015,512

14,822,799

Cost of revenues

(5,910,315

)

(12,404,546

)

Gross profit

1,105,197

2,418,253

Operating expenses

Selling and marketing expenses

(989,155

)

(499,392

)

General and administrative expenses

(362,982

)

(1,229,516

)

Research and development expenses

(2,797,906

)

(5,490,185

)

Total operating expenses

(4,150,043

)

(7,219,093

)

Loss from operations

(3,044,846

)

(4,800,840

)

Change in fair value of simple agreements for future equity

(4,614,821

)

(7,377,383

)

Other income

15,832

Loss before income tax expenses

(7,659,667

)

(12,162,391

)

Income tax expenses

Net loss and total comprehensive loss

(7,659,667

)

(12,162,391

)

Loss per share

Basic and diluted

(5,106.44

)

(8,108.26

)

Weighted average number of shares used to compute loss per share

Basic and diluted

1,500

[Balance sheet reflects Exascale as a standalone private company as of June 30, 2026; it will not include the effects of the August 27, 2026 business combination, which is a subsequent event]

EXASCALE LABS INC. Consolidated Balance Sheets

(All amounts in US$, except for number of shares)

As of

June 30,

2025

2026

ASSETS

Current Assets

Cash and cash equivalents

4,231,689

2,693,586

U.S. Dollar Coin

2,160,746

Accounts receivable, net

152,536

1,107,210

Advance to suppliers

1,030,761

112,343

Refundable deposits receivable

681,125

450,000

Other receivables

1,207,626

Total Current Assets

7,303,737

6,523,885

Non-Current Assets

Deferred offering costs

190,000

Equipment, net

19,600

12,840

Total Non-Current Assets

19,600

202,840

Total Assets

7,323,337

6,726,725

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current Liabilities

Accounts payable

90,015

916,422

Simple agreements for future equity

18,243,885

29,121,268

Contract liabilities

432,760

1,070,378

Refundable deposits payable

1,445,580

359,481

Other current liabilities

107,481

417,951

Total Current Liabilities

20,319,721

31,885,500

Total Liabilities

20,319,721

31,885,500

Commitments and contingencies

Shareholders’ Deficit

Common stock (US$0.01 par value per share; 1,500 shares authorized; 1,500 shares issued and outstanding as of June 30, 2025)

Class A common stock (US$0.01 par value per share; 303 shares authorized; 303 shares issued and outstanding as of June 30, 2026)

Class B common stock (US$0.01 par value per share; 1,197 shares authorized; 1,197 shares issued and outstanding as of June 30, 2026)

Additional paid-in capital

220,636

Accumulated deficit

(13,217,035

)

(25,379,426

)

Total Shareholders’ Deficit

(12,996,384

)

(25,158,775

)

Total Liabilities and Shareholders’ Deficit

7,323,337

6,726,725

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