{"filing":{"accession_number":"0001829126-26-009632","cik":"0002109869","ticker":null,"company_name":"Exascale Labs Holdings Inc.","form":"8-K","filing_date":"2026-09-02","report_date":"2026-08-27","primary_document":"exascalelabs_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2109869/000182912626009632/exascalelabs_8k.htm"},"events":[{"id":31241,"run_id":28660,"accession_number":"0001829126-26-009632","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.96,"summary":"Exascale Labs Holdings Inc. completed a material business combination on August 27, 2026, whereby BCAR (a blank-check company) merged with Exascale Labs Inc. in a two-step transaction (Domestication Merger followed by Acquisition Merger), resulting in a change of control with $500 million in merger consideration paid in newly issued shares. The transaction resulted in Exascale becoming a wholly owned subsidiary of the surviving entity, renamed Exascale Labs Holdings Inc., with BCAR ceasing to be a shell company and its securities delisted in favor of new PubCo listings on Nasdaq.","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02","form":"8-K","submitted_at":null,"items":[{"id":34061,"accession_number":"0001829126-26-009632","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses entry into material definitive agreements in connection with a Business Combination between BCAR (a blank-check company) and Exascale Labs Inc., which closed on August 27, 2026. The filing describes lock-up agreements with former Exascale stockholders and SAFEholders, and indemnification agreements with directors and officers—all ancillary to the completed merger transaction. The supplemental pro forma financial information confirms this is a material acquisition/change of control event valued at $500 million in merger consideration. While Item 1.01 technically covers \"entry into\" agreements, the substance here is the completion and documentation of a transformative business combination.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34062,"accession_number":"0001829126-26-009632","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 discloses the termination of two agreements (Investment Management Trust Agreement and Administrative Services Agreement) \"in connection with the consummation of the Business Combination\" on the Closing Date (August 27, 2026). The supplemental exhibit confirms this is part of a material business combination between BCAR and Exascale Labs Inc., with $500 million in merger consideration and significant share issuances. The termination of these agreements is a direct consequence of the completion of the business combination transaction, making this a material M\u0026A activity event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34063,"accession_number":"0001829126-26-009632","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a business combination between BCAR (a blank-check company) and Exascale Labs Inc., consummated on August 27, 2026. The transaction involved a two-step merger structure: a domestication merger of BCAR into PubCo (redomiciling from British Virgin Islands to Delaware) followed immediately by a merger of Merger Sub into Exascale, with Exascale surviving as a wholly owned subsidiary. The aggregate merger consideration was $500 million in newly issued PubCo shares. This is a material acquisition/change of control event requiring disclosure under Item 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34065,"accession_number":"0001829126-26-009632","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 3.01 disclosure describes the delisting of BCAR securities (BCARU, BCAR, BCARW) and the listing of new PubCo securities (XLAB, XLABW) on Nasdaq following the Business Combination closing on August 27, 2026. While Item 3.01 nominally covers delisting/listing transfers, the underlying event is the completion of a material merger and change of control—the Domestication Merger and Acquisition Merger that combined BCAR, PubCo, and Exascale Labs Inc. The pro forma exhibits confirm this is a significant business combination with $500 million in merger consideration and substantial equity restructuring. The listing change is a direct consequence of the completed M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34066,"accession_number":"0001829126-26-009632","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the completion of a material business combination between BCAR (a blank-check company) and Exascale Labs Inc., consummated on August 27, 2026. The Item 3.03 section describes material modifications to security holders' rights through amended organizational documents (Amended and Restated Certificate of Incorporation and new Bylaws), while the supplemental exhibit details the two-step merger structure, the $500 million merger consideration, and the resulting capital structure with dual-class common stock (Class A with 1 vote per share, Class B with 20 votes per share). This is a change-of-control transaction that materially affects security holder rights and the registrant's structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34068,"accession_number":"0001829126-26-009632","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses a completed business combination between BCAR (a blank-check company) and Exascale Labs Inc., consummated on August 27, 2026. The transaction involved a two-step merger structure (Domestication Merger and Acquisition Merger) resulting in a change of control, with Exascale becoming a wholly owned subsidiary of the surviving entity (renamed Exascale Labs Holdings Inc.). The $500 million merger consideration and detailed pro forma financial information confirm this is a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34069,"accession_number":"0001829126-26-009632","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 section discloses adoption of an Equity Incentive Plan in connection with a Business Combination that closed on August 27, 2026, where BCAR merged with Exascale Labs Inc. The supplemental exhibit (EX-99.1) provides detailed pro forma financial information showing the merger structure, consideration ($500 million in 50 million shares), and post-closing capitalization. While Item 5.02 nominally covers executive changes and compensation, the core material event here is the completion of the Business Combination itself—a merger of two entities resulting in a change of control and significant capital restructuring. The Equity Incentive Plan adoption is ancillary to the M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34070,"accession_number":"0001829126-26-009632","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 5.03 disclosure references a fiscal year change from December 31 to June 30 \"in connection with the consummation of the Business Combination.\" The supplemental exhibit (EX-99.1) confirms that the Business Combination between BCAR, Exascale, PubCo, and Merger Sub closed on August 27, 2026, involving a two-step merger structure and $500 million in merger consideration. While Item 5.03 nominally addresses bylaw/charter amendments, the fiscal year change is explicitly tied to and derivative of the material acquisition event itself, making the underlying M\u0026A activity the primary disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34071,"accession_number":"0001829126-26-009632","item_number":"5.06","item_title":"Change in Shell Company Status.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a business combination between BCAR (a blank check company) and Exascale Labs Inc., consummated on August 27, 2026. The Item 5.06 section explicitly states that \"as a result of the Business Combination...BCAR ceased to be a shell company,\" and the supplemental exhibit provides detailed pro forma financial information showing the merger structure, consideration ($500 million in stock), and post-closing capitalization. This is a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34072,"accession_number":"0001829126-26-009632","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the consummation of a business combination between BCAR (a blank-check company) and Exascale Labs Inc. on August 27, 2026, involving a two-step merger structure (Domestication Merger and Acquisition Merger) with $500 million in merger consideration paid in PubCo shares. This is a material change of control and acquisition event requiring 8-K disclosure under Item 1.01 or 2.01, disclosed here via Item 7.01 with pro forma financial statements (EX-99.1) showing the combined entity's capitalization and financial position post-closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":31242,"run_id":28660,"accession_number":"0001829126-26-009632","anchor_item_number":"4.01","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Upon consummation of the Business Combination on August 27, 2026, PubCo appointed HTL International, LLC as its independent registered public accounting firm, effective immediately, and dismissed Guangdong Prouden CPAs GP, the prior auditor of BCAR.","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02","form":"8-K","submitted_at":null,"items":[{"id":34067,"accession_number":"0001829126-26-009632","item_number":"4.01","item_title":"Changes in Registrant’s Certifying Accountant.","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 4.01 discloses a change in the registrant's independent accountant. Upon consummation of the Business Combination on August 27, 2026, PubCo appointed HTL International, LLC as its independent registered public accounting firm, effective immediately, and dismissed Guangdong Prouden CPAs GP, the prior auditor of BCAR. This is a classic auditor change event. The prior auditor's report contained a going-concern explanatory paragraph but no adverse opinions or disagreements, and no reportable events were identified. The change is material as it affects the registrant's financial reporting oversight and audit continuity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":34061,"accession_number":"0001829126-26-009632","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses entry into material definitive agreements in connection with a Business Combination between BCAR (a blank-check company) and Exascale Labs Inc., which closed on August 27, 2026. The filing describes lock-up agreements with former Exascale stockholders and SAFEholders, and indemnification agreements with directors and officers—all ancillary to the completed merger transaction. The supplemental pro forma financial information confirms this is a material acquisition/change of control event valued at $500 million in merger consideration. While Item 1.01 technically covers \"entry into\" agreements, the substance here is the completion and documentation of a transformative business combination.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02"},{"id":34062,"accession_number":"0001829126-26-009632","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 discloses the termination of two agreements (Investment Management Trust Agreement and Administrative Services Agreement) \"in connection with the consummation of the Business Combination\" on the Closing Date (August 27, 2026). The supplemental exhibit confirms this is part of a material business combination between BCAR and Exascale Labs Inc., with $500 million in merger consideration and significant share issuances. The termination of these agreements is a direct consequence of the completion of the business combination transaction, making this a material M\u0026A activity event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02"},{"id":34063,"accession_number":"0001829126-26-009632","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a business combination between BCAR (a blank-check company) and Exascale Labs Inc., consummated on August 27, 2026. The transaction involved a two-step merger structure: a domestication merger of BCAR into PubCo (redomiciling from British Virgin Islands to Delaware) followed immediately by a merger of Merger Sub into Exascale, with Exascale surviving as a wholly owned subsidiary. The aggregate merger consideration was $500 million in newly issued PubCo shares. This is a material acquisition/change of control event requiring disclosure under Item 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02"},{"id":34065,"accession_number":"0001829126-26-009632","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 3.01 disclosure describes the delisting of BCAR securities (BCARU, BCAR, BCARW) and the listing of new PubCo securities (XLAB, XLABW) on Nasdaq following the Business Combination closing on August 27, 2026. While Item 3.01 nominally covers delisting/listing transfers, the underlying event is the completion of a material merger and change of control—the Domestication Merger and Acquisition Merger that combined BCAR, PubCo, and Exascale Labs Inc. The pro forma exhibits confirm this is a significant business combination with $500 million in merger consideration and substantial equity restructuring. The listing change is a direct consequence of the completed M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02"},{"id":34066,"accession_number":"0001829126-26-009632","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the completion of a material business combination between BCAR (a blank-check company) and Exascale Labs Inc., consummated on August 27, 2026. The Item 3.03 section describes material modifications to security holders' rights through amended organizational documents (Amended and Restated Certificate of Incorporation and new Bylaws), while the supplemental exhibit details the two-step merger structure, the $500 million merger consideration, and the resulting capital structure with dual-class common stock (Class A with 1 vote per share, Class B with 20 votes per share). This is a change-of-control transaction that materially affects security holder rights and the registrant's structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02"},{"id":34067,"accession_number":"0001829126-26-009632","item_number":"4.01","item_title":"Changes in Registrant’s Certifying Accountant.","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 4.01 discloses a change in the registrant's independent accountant. Upon consummation of the Business Combination on August 27, 2026, PubCo appointed HTL International, LLC as its independent registered public accounting firm, effective immediately, and dismissed Guangdong Prouden CPAs GP, the prior auditor of BCAR. This is a classic auditor change event. The prior auditor's report contained a going-concern explanatory paragraph but no adverse opinions or disagreements, and no reportable events were identified. The change is material as it affects the registrant's financial reporting oversight and audit continuity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02"},{"id":34068,"accession_number":"0001829126-26-009632","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses a completed business combination between BCAR (a blank-check company) and Exascale Labs Inc., consummated on August 27, 2026. The transaction involved a two-step merger structure (Domestication Merger and Acquisition Merger) resulting in a change of control, with Exascale becoming a wholly owned subsidiary of the surviving entity (renamed Exascale Labs Holdings Inc.). The $500 million merger consideration and detailed pro forma financial information confirm this is a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02"},{"id":34069,"accession_number":"0001829126-26-009632","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 section discloses adoption of an Equity Incentive Plan in connection with a Business Combination that closed on August 27, 2026, where BCAR merged with Exascale Labs Inc. The supplemental exhibit (EX-99.1) provides detailed pro forma financial information showing the merger structure, consideration ($500 million in 50 million shares), and post-closing capitalization. While Item 5.02 nominally covers executive changes and compensation, the core material event here is the completion of the Business Combination itself—a merger of two entities resulting in a change of control and significant capital restructuring. The Equity Incentive Plan adoption is ancillary to the M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02"},{"id":34070,"accession_number":"0001829126-26-009632","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 5.03 disclosure references a fiscal year change from December 31 to June 30 \"in connection with the consummation of the Business Combination.\" The supplemental exhibit (EX-99.1) confirms that the Business Combination between BCAR, Exascale, PubCo, and Merger Sub closed on August 27, 2026, involving a two-step merger structure and $500 million in merger consideration. While Item 5.03 nominally addresses bylaw/charter amendments, the fiscal year change is explicitly tied to and derivative of the material acquisition event itself, making the underlying M\u0026A activity the primary disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02"},{"id":34071,"accession_number":"0001829126-26-009632","item_number":"5.06","item_title":"Change in Shell Company Status.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a business combination between BCAR (a blank check company) and Exascale Labs Inc., consummated on August 27, 2026. The Item 5.06 section explicitly states that \"as a result of the Business Combination...BCAR ceased to be a shell company,\" and the supplemental exhibit provides detailed pro forma financial information showing the merger structure, consideration ($500 million in stock), and post-closing capitalization. This is a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02"},{"id":34072,"accession_number":"0001829126-26-009632","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the consummation of a business combination between BCAR (a blank-check company) and Exascale Labs Inc. on August 27, 2026, involving a two-step merger structure (Domestication Merger and Acquisition Merger) with $500 million in merger consideration paid in PubCo shares. This is a material change of control and acquisition event requiring 8-K disclosure under Item 1.01 or 2.01, disclosed here via Item 7.01 with pro forma financial statements (EX-99.1) showing the combined entity's capitalization and financial position post-closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-02T14:57:21.190875+00:00","company_name":"Exascale Labs Holdings Inc.","ticker":null,"filing_date":"2026-09-02"}]}