Exascale Labs Holdings Inc.

As filed with the Securities and Exchange Commission on October 30, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

820 Gessner Road, Suite 332

Houston, TX 77024

Tel: (650)537-7553

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Hoansoo Lee

Chief Executive Officer

820 Gessner Road, Suite 332

Houston, TX 77024

Tel: (650)537-7553

(Name, address, including zip code, and telephone number, including area code, of agent for service)

**Copies to:

Kelvin Kesse, Esq.

Kesse PLLC

845 Texas Ave, Suite 200

Houston, Texas 77002

Tel: (346) 348-0239

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

**Up to 12,250,000 Shares of Class A Common Stock

Up to 100,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants

This prospectus relates to the offer and sale from time to time of up to 12,350,000 shares of class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Exascale Labs Holdings, Inc., a Delaware corporation (the “Company,” “we,” “us,” “our” or other similar phrases), by the selling securityholders named in this prospectus or their permitted transferees (the “Selling Securityholders”), consisting of:

On August 27, 2026, we consummated the transactions contemplated by that certain Agreement and Plan of Merger (the “Business Combination Agreement”), by and among us, BCAR, D. Boral Arc Merger Sub Inc., a Delaware corporation and a then-wholly owned subsidiary of BCAR (“Merger Sub”), and Exascale Labs Inc., a Delaware corporation (“Legacy Exascale”). As contemplated by the Business Combination Agreement: (i) BCAR reincorporated in the State of Delaware by merging with and into the Company, with the Company continuing as the surviving entity (the “Domestication Merger”); and (ii) after the Domestication Merger, Merger Sub merged with and into Legacy Exascale, with Legacy Exascale continuing as the surviving entity and becoming our wholly owned subsidiary (the “Acquisition Merger” and together with the Domestication Merger, the “Business Combination”). In connection with the Business Combination, we were renamed “Exascale Labs Holdings Inc.” Through the Business Combination, we succeeded to the business of Legacy Exascale and became a publicly traded company.

In connection with the Business Combination, the Selling Securityholders received, either directly or indirectly through distributions by the Sponsor, the Class A Common Stock being registered hereby and the warrants the underlying Class A Common Stock of which are being registered hereby, in each case in exchange for their BCAR securities.

The Selling Securityholders may offer, sell or distribute all or a portion of the shares registered hereby from time to time through any means described in the section entitled “Plan of Distribution.”

We will not receive any cash proceeds from any sale of the shares of our Class A Common Stock by the Selling Securityholders. We will, however, receive the net proceeds of any Warrants exercised for cash.

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. We are registering the resale of shares of our Class A Common Stock to permit the Selling Securityholders to sell such shares without restriction in the open market. However, the registration of the potential resale of shares of our Class A Common Stock hereunder does not necessarily mean that the Selling Securityholders will sell the shares. The Selling Securityholders or their permitted transferees or other successors-in-interest may, but are not required to, sell the shares of our Class A Common Stock offered by this prospectus from time to time in a number of different ways and at varying prices as determined by the prevailing market price for shares or in negotiated transactions. See “Plan of Distribution” on page 107 for a description of how the Selling Securityholders may dispose of the shares covered by this prospectus.

We will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Class A Common Stock is traded on the Nasdaq Global Market under the symbol “XLAB”. On October 29, 2026, the last reported sale price of our Class A Common Stock on the Nasdaq Global Market was $3.15 per share.

The securities registered for resale by this prospectus represent a substantial percentage of our total outstanding Class A Common Stock as of the date of this prospectus. The sale of all securities being offered by this prospectus could result in a significant decline in the public trading price of our Class A Common Stock. Even if the trading price of our Class A Common Stock is lower than the price at which the BCAR securities were issued in the IPO, certain of the Selling Securityholders have an incentive to sell because they will still profit on sales due to the lower price at which they purchased their shares compared to public investors. Public securityholders may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and are subject to reduced public company reporting requirements. See “Prospectus Summary— Implications of Being an Emerging Growth Company and Smaller Reporting Company” for more information.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 16 of this prospectus.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated October 30, 2026