XLAB 424B3: Shelf registration

Exascale Labs Holdings Inc.

Filed with the SEC on · accession 0001829126-26-012039

XLAB filed a 424B3 (prospectus (offering)) with the SEC on Nov 5, 2026. Exascale Labs Holdings Inc. filed a 424B3 prospectus to register the resale of up to 12,350,000 shares of Class A Common Stock by selling securityholders, consisting of shares received in connection with the August 2026 business combination with D. The stock moved -13.7% by the first close after the filing.

Summary of the filing

Exascale Labs Holdings Inc. filed a 424B3 prospectus to register the resale of up to 12,350,000 shares of Class A Common Stock by selling securityholders, consisting of shares received in connection with the August 2026 business combination with D. Boral ARC Acquisition I Corp. The company will not receive proceeds from the sale of these shares, though it may receive proceeds from warrant exercises.

Key details

Total shares of Class A Common Stock registered for resale$12.3M
Shares received by certain selling securityholders from the Sponsor$10.9M
Shares issued to John Darwin$317K
Shares held by David Boral$1.0M
Shares issuable upon exercise of warrants$100K
Last reported sale price of Class A Common Stock on November 4, 2026$2
IssuerExascale Labs Holdings Inc.
Former spac merged with exascale labsD. Boral ARC Acquisition I Corp.
SponsorMFH 1, LLC
Underwriter in the ipoD. Boral Capital LLC
Former cfo of bcar and manager of the sponsorJohn Darwin
Holder of 1,000,000 sharesDavid Boral

How XLAB stock reacted

Close before

$1.90

Nov 4, 2026

First close after

-13.68%

$1.64

5 trading days

—

Since filing

-21.05%

$1.50

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Frequently asked questions

What did XLAB file with the SEC on Nov 5, 2026?

XLAB filed a 424B3 (Shelf registration). Exascale Labs Holdings Inc. filed a 424B3 prospectus to register the resale of up to 12,350,000 shares of Class A Common Stock by selling securityholders, consisting of shares received in connection with the August 2026 business combination with D. Boral ARC Acquisition I Corp. The company will not receive proceeds from the sale of these shares, though it may receive proceeds from warrant exercises.

What does a shelf registration mean for XLAB stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B3?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B3 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did XLAB stock react to this filing?

XLAB closed at $1.90 before the filing and $1.64 on Nov 5, 2026 (-13.68%).

Other XLAB SEC filings

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