BCAR

Business Context and Reporting Period

D. Boral ARC Acquisition I Corp. (BCAR) is a blank check company incorporated in the British Virgin Islands on March 20, 2025, formed to effect a business combination. This Form 10-Q covers the quarterly period ended March 31, 2026. The Company consummated its Initial Public Offering (IPO) on August 1, 2025, raising $250 million, followed by a partial over-allotment exercise on August 11, 2025, raising an additional $30 million. As of the reporting date, the Company has not commenced operations and is actively pursuing a merger with Exascale Labs Inc., having entered into a Merger Agreement on January 11, 2026.

Key Financial Metrics

Material Changes vs. Prior Period

• Net Income vs. Net Loss: The Company reported a net income of $2,011,318 for the quarter ended March 31, 2026, compared to a net loss of $5,420 for the period from inception (March 20, 2025) through March 31, 2025. The current period income is driven primarily by $2,543,059 in interest income earned on the Trust Account.
• Operating Expenses: Formation and operating costs increased to $531,741 for the quarter ended March 31, 2026, compared to $5,420 in the prior period, reflecting ongoing costs associated with the search for a business combination.
• Trust Account Growth: Cash held in the Trust Account increased from $284,776,628 as of December 31, 2025, to $287,319,687 as of March 31, 2026, due to accrued interest.
• Accrued Liabilities: Accrued expenses rose significantly from $37,611 at year-end 2025 to $345,713 at March 31, 2026.

Outlook, Risks, and Management Commentary

• Proposed Business Combination: On January 11, 2026, the Company entered into a Merger Agreement to acquire Exascale Labs Inc. The aggregate consideration is $500 million, payable in newly issued PubCo common stock valued at $10.00 per share.
• Liquidity and Going Concern: The Company has $243,576 in operating cash and working capital of $54,122. Management states there is substantial doubt about the Company's ability to continue as a going concern until the earlier of the consummation of the Business Combination or the mandatory liquidation date (18 months from IPO, with a potential 3-month extension). The Company relies on potential Working Capital Loans from the Sponsor or affiliates to fund operations.
• Redemption Rights: Public shareholders may redeem their shares for a pro rata portion of the Trust Account (approximately $10.26 per share as of March 31, 2026) upon the completion of the Business Combination or if the Company fails to complete one within the Combination Period.
• Risk Factors: Risks include the failure to consummate a Business Combination, potential dilution to shareholders, and the possibility that the Sponsor may not have sufficient funds to satisfy indemnification obligations if third-party claims reduce Trust Account funds below $10.00 per share.

Investor Verification Checklist

• Merger Agreement Status: Verify the current status of the proposed merger with Exascale Labs Inc. and any required shareholder approvals.
• Redemption Intent: Monitor announcements regarding the percentage of public shareholders expected to redeem shares, which could impact the cash available for the transaction.
• Working Capital Sufficiency: Confirm whether the Sponsor or affiliates have provided or committed to providing Working Capital Loans to cover operating expenses until the merger closes.
• Trust Account Interest: Track the interest rate environment and its impact on the per-share redemption value in the Trust Account.
• Extension Options: Review the timeline for the mandatory liquidation date (18 months from August 1, 2025) and any potential need for shareholder votes to extend the Combination Period.