D Boral Arc Acquisition I Corp

1. 1

   The Business Combination Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger dated January 11, 2026 among BCAR, PubCo, Merger Sub and Exascale, adopting the merger and related transactions that constitute the Business Combination.

   More detail

   This proposal asks shareholders to approve the principal transaction document—the Agreement and Plan of Merger—pursuant to which BCAR will effect a domestication into Delaware and merge Exascale into a newly domiciled PubCo, resulting in PubCo as the public parent of Exascale. Management is seeking shareholder approval because the Business Combination Agreement is a condition precedent to consummating the transaction and required by BCAR’s organizational documents and applicable law. The filing emphasizes that the Business Combination is cross‑conditioned on a set of related proposals (Domestication Merger, Organizational Documents, Directors, Equity Incentive Plan, and Nasdaq issuance) and that failure to approve any of those Condition Precedent Proposals would prevent the Business Combination from closing. The Board’s unanimous recommendation reflects its assessment that the transaction delivers strategic value: it provides Exascale with a public equity currency, access to capital markets, and continuity of key management and investor support. The disclosure also identifies potential conflicts of interest: insiders (Sponsor, officers, directors) hold significant BCAR shares and have agreed to vote in favor, and they may receive post‑closing benefits and equity; these interests were considered by the Board. The agreement includes customary closing conditions, SEC clearance of registration materials (Form S‑4/Proxy Statement), and representations, warranties and covenants between the parties with negotiated allocation of risk via disclosure schedules. Economically, pro forma ownership includes a large dual‑class allocation (discussed separately) which concentrates voting power with certain Exascale stakeholders and may limit public shareholder influence. The analysis for sophisticated investors is to weigh the expected operational and financing benefits against governance changes, insider voting concentration, and conditionality tied to multiple linked approvals; in a contested or uncertain market environment, those factors could materially affect the value realized by public holders. Overall, the Board believes the transaction is in shareholders’ interests, but shareholders should evaluate the transaction terms, potential conflicts, and the cross‑conditioning risks before voting.

2. 2

   The Domestication Merger Proposal

   ManagementBoard: FOR

   Approve the domestication of BCAR from a British Virgin Islands business company into a Delaware corporation by merging BCAR with and into PubCo so that PubCo is the surviving Delaware corporation and will change its name to Exascale Labs Holdings Inc.

   More detail

   This proposal asks shareholders to approve a domestication merger that will change BCAR’s jurisdiction of organization from the British Virgin Islands to Delaware as a necessary step to effect the Business Combination. Management needs shareholder approval under applicable BVI and organizational rules because the domestication is a fundamental corporate change that requires an ordinary resolution. The proxy materials explain that the domestication is structured so that PubCo will be the surviving Delaware corporation and will change its name to Exascale Labs Holdings Inc. The domestication is cross‑conditioned with the Business Combination and other Condition Precedent Proposals, so failure to approve it would prevent closing. Management presents the domestication as aligning the combined entity with DGCL governance and U.S. market expectations, but it also brings new Delaware law features (including potential anti‑takeover provisions in the Proposed Charter) and limits available remedies under BVI law for pre‑closing matters — investors should recognize the shift in legal regime. The Board’s unanimous recommendation reflects its view that domestication is necessary to consummate the strategic transaction and to enable the post‑closing corporate structure and equity plan. For sophisticated investors, evaluating this proposal requires assessing legal, governance and regulatory implications of the change in domicile and how those changes interact with the other charter amendments and dual‑class structure. The domestication combined with the Organizational Documents will materially change shareholder rights and corporate governance; shareholders should weigh those permanent changes against the financial and strategic rationales for the Business Combination.

3. 3

   The Organizational Documents Proposal

   ManagementBoard: FOR

   Approve, by ordinary resolution, the Proposed Charter (amended and restated certificate of incorporation) and Proposed Bylaws for PubCo, which will replace BCAR’s Current Charter upon the Business Combination closing.

   More detail

   This proposal seeks shareholder approval to replace BCAR’s existing constitutional documents with the Proposed Charter and Proposed Bylaws of PubCo, which will become effective at Closing and are necessary for the combined company to operate under Delaware law. Management frames this as a technical and substantive necessity: the Proposed Organizational Documents set forth the authorized capital structure, dual‑class voting rights, director classification, forum selection, supermajority amendment thresholds for specified charter provisions and other governance provisions. The Organizational Documents Proposal is conditioned on the approval of the other Condition Precedent Proposals, and thus is interdependent with the Business Combination and other approvals required for closing. The Board contends the changes are designed to support continuity of management, strategic stability, and capital raising flexibility, including authority to issue preferred stock and an equity incentive plan. However, the Proposed Documents include anti‑takeover features (e.g., classified board, limits on amendment without supermajority, removal‑for‑cause rules) and dual‑class structure that consolidate voting control and may reduce public shareholder influence and marketability. The recommendation to approve is unanimous from the BCAR Board, but shareholders should carefully review the full text of the Proposed Charter and Bylaws (Annexes B‑1 and B‑2) because approval will effectuate material, persistent changes to shareholder rights and governance. For an analyst, the key considerations are the trade-offs between management continuity and protection from short‑term pressures versus reduced governance flexibility and potential valuation discount associated with concentrated voting control and anti‑takeover provisions.

4. 4

   Advisory Organizational Documents Proposal 4A (Authorized Shares

   ManagementBoard: FOR

   Advisory (non‑binding) approval to amend and redesignate authorized capital from BCAR’s current share classes to PubCo’s authorized classes: 260,000,000 PubCo Class A, 35,000,000 PubCo Class B Super, and 5,000,000 PubCo Preferred.

   More detail

   This is a non‑binding advisory proposal to approve a new authorized share capital scheme for PubCo, replacing BCAR’s existing high authorized share counts with a tailored structure for a Delaware public operating company. Management argues the new authorized amounts (260M Class A, 35M Class B Super, 5M Preferred) provide sufficient headroom for equity incentives, future financings and corporate action without being excessive. Because the vote is advisory and not a binding condition to closing, PubCo may implement the Proposed Charter at Closing regardless, but SEC guidance requires shareholder advisory feedback on material charter differences. The Board recommends approval as a corporate housekeeping and planning matter to align the capital table with anticipated post‑closing needs. From an analytical perspective, the authorized share count is important for potential dilution and for the ability to issue additional stock without immediate shareholder approvals; investors should assess how management expects to use authorized but unissued shares (e.g., for employee grants, acquisitions, preferred issuances). Though advisory, a negative vote could signal shareholder unhappiness with dilution potential or governance changes and could influence post‑closing market reception. The non‑binding nature reduces immediate legal risk but does not change the substantive fact that the Proposed Charter will be adopted at Closing if the Organizational Documents Proposal passes and the Business Combination closes.

5. 4

   Advisory Organizational Documents Proposal 4B (Change in Voting Rights

   ManagementBoard: FOR

   Advisory approval to implement a dual‑class voting structure under the Proposed Charter where PubCo Class A shares have one vote and PubCo Class B Super shares have twenty votes per share and both classes vote together on most matters.

   More detail

   This advisory proposal concerns the adoption of a dual‑class share structure concentrating voting power in PubCo Class B Super shares (20 votes per share) while Class A remains single‑vote economic shares. Management emphasizes continuity of leadership, long‑term strategic oversight and protection from short‑term activism as rationales for super‑voting stock; the Board expects founder/management alignment to be beneficial for executing complex AI infrastructure plans. The proposal is non‑binding, but SEC guidance requires separate advisory submission of such material charter differences; the Proposed Charter will nevertheless be implemented at Closing (assuming approval of the Organizational Documents Proposal). From a governance perspective, the 20:1 ratio materially limits influence of public Class A holders over board composition and significant corporate actions and could depress valuation due to investor preference for one‑share‑one‑vote structures. Analysts should evaluate whether the concentration of control is appropriate given the founders’ demonstrated commitment, track record, and alignment of economic interests, and consider potential impacts on future M&A or change‑of‑control dynamics. The Board’s recommendation to approve signals management’s intent to retain strategic control post‑closing; public investors must balance the desire for managerial stability against reduced governance leverage. In sum, the proposal institutionalizes significant voting concentration; its practical effects will be seen in board continuity, entrenchment risk, and potential valuation differentials in the public markets.

6. 4

   Advisory Organizational Documents Proposal 4C (Exclusive Forum Provision

   ManagementBoard: FOR

   Advisory approval to adopt Delaware as the exclusive forum for certain internal corporate claims and federal district courts as exclusive forum for Securities Act claims in the Proposed Charter.

   More detail

   This advisory proposal recommends adopting exclusive‑forum provisions in PubCo’s charter that require most intra‑corporate disputes to be litigated in Delaware courts and Securities Act claims to be heard in federal district courts, absent written consent to an alternative forum. Management argues these provisions promote efficiency, avoid conflicting rulings across jurisdictions, and reduce defense costs by centralizing disputes in jurisdictions experienced with corporate law. The proposal is advisory and non‑binding in the SEC submission sense, but the Proposed Charter contains the clause and will be adopted at Closing if other Conditions Precedent are met, so the practical effect likely will be to limit forum choices. Investors should consider the trade‑off: exclusive‑forum clauses can streamline litigation but may limit plaintiffs’ access to preferred fora and may affect enforcement dynamics and remedies available to investors. For sophisticated analysts, it is important to evaluate how the clause interacts with Delaware jurisprudence and investor protections, and whether forum selection could materially affect the enforceability or speed of shareholder claims. The Board’s recommendation to approve reflects a governance posture favoring predictability and reduced litigation burden, but public investors who prioritize broader enforcement avenues may view the change skeptically. Overall, the provision is a common post‑IPO corporate governance feature that reduces litigation fragmentation but has potential investor‑protection implications.

7. 4

   Advisory Organizational Documents Proposal 4D (Required Vote to Amend Charter

   ManagementBoard: FOR

   Advisory approval to adopt a provision requiring at least a 66 2/3% affirmative vote of outstanding shares to amend certain specified articles of the Proposed Charter.

   More detail

   This non‑binding advisory proposal asks shareholders to endorse a defensive governance feature requiring a 66⅔% supermajority to amend critical charter provisions (listed Articles Fifth through Eleventh). Management contends this higher threshold safeguards fundamental governance rules—such as voting structures, director removal, amendment protocols, forum selection and other core provisions—against abrupt change by a simple majority, thereby providing continuity and protecting minority interests as management sees fit. Although advisory in the SEC presentation, the Proposed Charter will include the supermajority requirement and it will be operative at Closing if the Organizational Documents Proposal and Business Combination close. For investors, a supermajority threshold reduces the likelihood of hostile or opportunistic amendments but also makes it more difficult to correct potentially harmful provisions in the future, potentially entrenching current management and voting structures. Analysts should weigh the benefits of stability against the potential cost of reduced governance flexibility and the risk that future legitimate reform may be harder to achieve. The Board’s unanimous recommendation indicates they view the supermajority as necessary to maintain long‑term strategy and protect structural provisions. The net effect is increased durability of the charter but also increased friction for future governance changes, which could influence takeover dynamics and activist strategies.

8. 4

   Advisory Organizational Documents Proposal 4E (Removal of Directors

   ManagementBoard: FOR

   Advisory approval to permit removal of a director only for cause and then only by the affirmative vote of at least 66 2/3% of outstanding voting shares, voting together as a single class.

   More detail

   This advisory proposal would replace broader removal rights with a higher barrier—directors may be removed only for cause and only by a 66⅔% supermajority of voting power—thereby constraining shareholders’ ability to effect board turnover. Management argues this reduces short‑term disruption, helps preserve institutional knowledge and improves continuity of experienced board members familiar with PubCo’s business. The proposal is advisory in the SEC context but is incorporated in the Proposed Charter and will take effect at Closing if the Organizational Documents Proposal passes and the Business Combination closes. From an investor governance perspective, such a restriction protects management and incumbent directors from removal attempts, but it also limits shareholder recourse to hold directors accountable, possibly entrenching poor performers or insulating the board from shareholder pressure. Analysts should evaluate the balance between stability and accountability, the quality and independence of the nominated directors, and whether alternative governance mechanisms (committees, disclosure, director tenure limits) provide sufficient oversight. The Board’s recommendation for approval underscores its preference for board continuity as part of the company’s post‑closing stability strategy. Ultimately, the change tightens governance control and raises the bar for corrective shareholder actions.

9. 4

   Advisory Organizational Documents Proposal 4F (Name Change

   ManagementBoard: FOR

   Advisory approval to change PubCo’s name to “Exascale Labs Holdings Inc.” upon consummation of the Domestication Merger and adoption of the Proposed Organizational Documents.

   More detail

   This advisory proposal seeks shareholder approval to change PubCo’s corporate name to Exascale Labs Holdings Inc., aligning the public parent’s identity with the operating company. The Board frames this as a straightforward branding and operational alignment step following the Business Combination. Because this is advisory in the SEC disclosure context and a ministerial corporate change, it presents limited governance or economic consequence compared with the other charter amendments. Shareholders should note the name change is contingent on the Domestication Merger and Organizational Documents adoption and will not affect fundamental rights by itself. For analysts, this proposal provides signal about management’s intent to present a unified public brand and is unlikely to be controversial. The Board’s recommendation to approve reflects that the change is consistent with the transaction rationale and marketing of the combined company to investors and customers. Overall, this is a technical, non‑controversial advisory matter intended to facilitate post‑closing corporate identity.

10. 5

    The Directors Proposal

    ManagementBoard: FOR

    Elect five directors to the PubCo board: Hoansoo Lee, Wenying Jia, David Card, Shachar Kariv and Jaeyoung Shin, with staggered class terms (Class I, II, III) as specified.

11. 6

    The Equity Incentive Plan Proposal

    ManagementBoard: FOR

    Approve adoption of the Exascale Labs Holdings Inc. 2026 Omnibus Equity Incentive Plan, reserving 10,000,000 shares of PubCo Class A Ordinary Common Stock for issuance thereunder (subject to adjustments and annual increases).

    More detail

    This management proposal requests shareholder approval of the 2026 Omnibus Equity Incentive Plan that will reserve 10,000,000 PubCo Class A shares for grants to employees, executives and non‑employee directors to align compensation with long‑term performance and to facilitate retention post‑closing. Management seeks approval because shareholder consent is typically required to allow certain equity‑based awards to receive favorable tax treatment and to ensure shares allocated under the plan are authorized post‑closing. The plan will be administered at the discretion of the administrator and contains customary terms (stock options, RSUs, restricted stock, performance awards), and will become effective at Closing. The Board recommends approval arguing the plan is necessary to attract and retain talent and to incentivize management in executing strategy as a public company. Analysts should scrutinize plan size relative to outstanding capitalization and potential dilution scenarios under various grant and vesting assumptions, and whether burn rate targets or dilution limits are disclosed. The proposal is conditioned on approval of other Condition Precedent Proposals; if those fail, the plan approval will be moot. Overall, the vote is a standard post‑transaction compensation governance measure, but its economic effect depends on grant practices and future dilution.

12. 7

    The Nasdaq Proposal

    ManagementBoard: FOR

    Approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of PubCo Common Stock and PubCo Warrants in connection with the Business Combination (approval required if issuance could equal or exceed certain Nasdaq thresholds).

    More detail

    This proposal seeks shareholder approval required by Nasdaq rules because the Business Combination will involve issuance of a significant number of PubCo shares and potentially securities convertible into common stock; Nasdaq Listing Rule 5635 triggers a shareholder vote if an issuance equals or exceeds 20% of voting power or outstanding shares. Management stresses that Nasdaq approval is a technical requirement to allow PubCo to list and to effect the contemplated issuance of up to approximately 91.2 million shares (pre‑redemptions) in connection with the transaction. The Board’s recommendation is unanimous because failure to obtain this approval would preclude consummation of the Business Combination under Nasdaq listing conditions and impair Exascale’s path to becoming a listed public company. From an analyst viewpoint, the vote does not by itself change economics but authorizes issuance that will dilute existing public holders and change pro forma ownership; assess pro forma capitalization, dilution, and whether issuance prices are at market or discounted in light of Rule 5635 considerations. The proposal is conditioned on approval of other Condition Precedent Proposals; if those fail, the Nasdaq authorization is moot. In practice, this is a standard de‑SPAC compliance vote to satisfy exchange rules for a transaction of this size.

13. 8

    The Adjournment Proposal

    ManagementBoard: FOR

    Approve, by ordinary resolution, adjournment of the Extraordinary General Meeting to a later date or dates if necessary to permit further solicitation of proxies if there are insufficient votes to approve one or more proposals.

    More detail

    This management proposal asks shareholders to authorize the board to adjourn the Extraordinary General Meeting to another date or dates for the purpose of additional solicitation of proxies if there are insufficient votes at the scheduled meeting to approve one or more proposals. Management seeks this authorization as a practical tool to avoid having to reconvene and to enable additional outreach, and the Adjournment Proposal is not cross‑conditioned on other proposals (i.e., it can be presented first if needed). The Board notes the adjournment is intended to permit further solicitation and to provide time for purchases or other arrangements by the Sponsor and insiders that could affect the vote outcome; this indicates reliance on further support if the initial vote is close. Analysts should note that adjournment authority can be used strategically to secure necessary votes, but it also prolongs uncertainty for public holders who may be seeking redemption or other post‑vote actions. The approval requires a simple majority of votes cast and is a routine procedural measure in complex, cross‑conditioned transactions. Overall, the proposal grants the Board customary latitude to complete formalities and solicit additional votes but also signals that the transaction’s consummation may depend on additional outreach and voting dynamics.

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When is the D Boral Arc Acquisition I Corp 2026 special meeting?

D Boral Arc Acquisition I Corp (BCAR) holds its 2026 special shareholder meeting on Wednesday, July 29, 2026.

What is the record date for the D Boral Arc Acquisition I Corp 2026 meeting?

The record date for the D Boral Arc Acquisition I Corp 2026 meeting is Monday, July 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for D Boral Arc Acquisition I Corp's 2026 meeting?

The board is presenting 5 director nominees at the D Boral Arc Acquisition I Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the D Boral Arc Acquisition I Corp 2026 meeting?

Shareholders will vote on 13 proposals at the D Boral Arc Acquisition I Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.