Exascale Labs Holdings Inc.

Exascale Labs Holdings Inc.

Overview

Exascale Labs Holdings Inc. provides next-generation AI infrastructure through an asset-light, software-defined GPU compute platform and related infrastructure solutions. The company completed its Business Combination on August 27, 2026, succeeded to the Legacy Exascale business, completed a domestication merger (British Virgin Islands to Delaware) and an acquisition merger with Legacy Exascale.

Products and services

GPU-as-a-Service (GaaS)

• Reserved and on-demand access to high-performance GPU compute capacity sourced from third-party data centers worldwide.
• Configurations include single-tenant bare-metal servers for maximum throughput and low latency, and isolated virtual machines.
• Revenue models include on-demand (pay-as-you-go) and reserved capacity commitments (one to three years).
• Platform capabilities include infrastructure-level interfaces and APIs for programmatic provisioning, lifecycle management, and command-line tools to integrate compute with networking and storage configurations.

AI Infrastructure Solutions

• GPU cluster management and operational services for AI data center (AIDC) operators, including planning, configuration, monitoring, performance tuning, and ongoing operational support.
• Complementary infrastructure capabilities: modular data center solutions, advanced liquid cooling, HVDC power architectures, data center interconnectivity, and energy storage solutions that are available for commercial engagement.

Delivery model

• Asset-light approach that relies on third-party data centers for facilities, power, cooling, and connectivity.
• Software systems and services orchestrate and monetize capacity rather than owning data center real estate or hardware.

Market context

• Focused on large-scale AI workloads such as LLM training, fine-tuning, and high-concurrency inference, and on the industry shift from CPU-centric to accelerated AI infrastructure.
• Positions itself in the emerging “neocloud” category of GPU-centric providers that deliver both capacity and managed operations to improve utilization and predictability.
• Industry dynamics cited include constrained supply of high-end GPUs, demand for high-density and liquid-cooled facilities, and the need for HVDC-enabled data centers and software-defined optimization to improve throughput and utilization.

Customers and revenue

• Approximately 50 distinct customers as of June 30, 2026.
• The largest single customer represented about 20.1% of total revenue.
• GaaS is revenue-generating across on-demand and reserved models, and the company provides GPU cluster management services for AIDC operators.

Financial performance

• Net loss for fiscal year ended June 30, 2026: $12.2 million.
• Net loss for fiscal year ended June 30, 2025: $7.7 million.
• Accumulated deficit as of June 30, 2026: $25.4 million.

Employees and organization

• 12 full-time employees on a consolidated basis.
• Geographic distribution: 5 employees in the United States and 7 employees in the Singapore subsidiary.
• Roles include CEO, CFO, data center partnerships lead, R&D lead, marketing lead, business development lead, four senior R&D engineers, and two operations personnel.
• Core R&D activity is led and performed by internal staff.

Corporate and capitalization details

• Post-closing capitalization at the Closing Date:
  • Class A Common Stock: 33,689,050 shares issued or reserved for issuance.
  • Class B Common Stock: 30,645,739 shares issued or reserved for issuance.
  • Legacy Exascale holders exchanged for 19,354,261 shares of Class A Common Stock.
  • Aggregate merger consideration valued at $500,000,000 based on a deemed value of $10.00 per share.
  • BCAR Warrants were assumed and became warrants of the Company; 14,099,992 warrants outstanding with an exercise price of $11.50 per share.
• Trading and listing:
  • Prior to closing, BCAR units, Class A Ordinary Shares, and BCAR Warrants traded on Nasdaq under symbols BCARU, BCAR, BCARW.
  • On August 28, 2026, Class A Common Stock began trading on Nasdaq under the symbol XLAB, and warrants under XLABW.
  • Class B Common Stock is not listed on Nasdaq or any securities exchange.
• Voting structure and control:
  • Dual-class structure: Class A carries one vote per share; Class B carries 20 votes per share.
  • Five holders own all of the Class B Common Stock, giving them substantial voting control.
  • The company is a Nasdaq “controlled company,” which may allow reliance on certain governance exemptions; Class B holders can determine outcomes on major matters.
• Public company status:
  • The company is a public reporting company subject to the Exchange Act, Sarbanes-Oxley Act, and related reporting and governance requirements.
• Corporate office:
  • Principal executive office: 820 Gessner Road, Suite 332, Houston, Texas 77024
  • Phone: (650) 537-7553
  • Website: www.exascalelabs.ai

Intellectual property

• Patents:
  • Computing Power Network System, US 12,058,179 (Granted, US)
  • AIOPS Scheduling Method and System Based on Multi-Agent Collaborative Autonomy (US pending 19/440,612)
  • An Adaptive External Supply-and-Return Water Temperature Regulation System and Method for a Modular Data Center (US pending 19/440,577)
  • A Method and System for Maximizing Throughput of a GPU Cluster (US pending 19/444,167)
• Software copyright applications:
  • Exascale AI Computing Power Management Platform (US pending 1-15021399291)

Source

This summary is based on materials provided in the company’s Annual Report.