Up to 12,250,000 Class A shares

We are a next-generation AI infrastructure provider operating an asset-light, software-defined GPU compute platform and related AI infrastructure solutions.

First, we provide GPU-based compute services through our GaaS offering, which delivers scalable access to high-performance GPU capacity via bare-metal and VM configurations.

We have identified material weaknesses in our internal control over financial reporting.

Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that our stockholders may view as beneficial.

The holders of shares of our Class B Common Stock own a significant voting percentage of our Common Stock and will be able to exert significant control over matters subject to stockholder approval.

The resale by the Selling Securityholders of the Class A Common Stock registered hereby, or the perception that such sales may occur, could cause the market price of our Class A Common Stock to decline.

We have incurred net losses since inception.

We depend on a limited and constrained supply of advanced GPU chips, and any disruption or increase in cost could adversely affect our business and results of operations.

We provide GPU cluster management services to certain AIDC operators, which may involve planning, deployment support, operational monitoring, performance tuning, and ongoing assistance.

Our infrastructure solution capabilities, including modular data centers, liquid cooling, HVDC power, data center interconnectivity and energy storage solutions have not yet generated revenue and may not achieve commercial success.

Our business is subject to regulation by various federal, state, local, and foreign governmental agencies, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety and environmental laws, including those related to energy usage and energy efficiency requirements, privacy and data protection laws, AI, financial services laws, anti-bribery laws, sanctions, national security, import and export controls, anti-boycott, federal securities laws, and tax laws and regulations.

We have identified material weaknesses in our internal control over financial reporting.

All of the Class A Common Stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts.

We will not receive any of the proceeds from these sales except with respect to amounts received by us upon exercise of the Warrants to the extent such warrants are exercised for cash.

Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the cash exercise of any Warrants for general corporate purposes.

Our management will have broad discretion over the use of proceeds from the cash exercise of the Warrants.

There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants.

We are a next-generation AI infrastructure provider operating an asset-light, software-defined GPU compute platform and related AI infrastructure solutions.

We rely on third-party providers for data center facilities, including space, power, cooling, and network connectivity.

Revenue from intelligent computing power service increased by approximately $8.1 million, or 124.0%, from $6.5 million for the year ended June 30, 2025 to $14.7 million for the year ended June 30, 2026.

For the year ended June 30, 2026, our customer renewal rate was approximately 68% (19 out of 28).

Our net loss increased by $4.5 million, from $7.7 million for the year ended June 30, 2025 to $12.2 million for the year ended June 30, 2026.

As of June 30, 2026, we had cash and USDC of $4.9 million and current liabilities of $31.9 million.

We provide GPU-based compute services through our GaaS offering, which delivers scalable access to high-performance GPU capacity via bare-metal and VM configurations.

As of June 30, 2026, we served close to 50 distinct customers, with our largest single customer contributing approximately 20.1% of our total revenue for the fiscal year ended June 30, 2026.

Our flagship offering is GPU-as-a-Service (“GaaS”), which provides customers with reserved or on-demand, scalable access to high-performance computing resources.

We pay GPU capacity suppliers primarily through usage-based fee arrangements. ... We do not enter into revenue-sharing arrangements with its GPU capacity suppliers.

We rely on multiple GPU capacity supplier relationships as part of our overall supply model. This multi-supplier approach is designed to support supply continuity, procurement flexibility and access to alternative sources of GPU capacity.

We are a Delaware corporation. Exascale Labs Holdings Inc. was incorporated under the name “D. Boral ARC Merger Corporation” as a Delaware corporation on December 19, 2025, and Legacy Exascale was incorporated as a Delaware corporation on June 1, 2022.

Hoansoo Lee 42 Chief Executive Officer and Class III Director

Jake Carney 38 Chief Financial Officer

Wenying Jia 57 Chairperson of the Board of Directors and Class II Director

For the years ended June 30, 2025 and 2026, we had one named executive officer, Hoansoo Lee, who served as Legacy Exascale’s Chief Executive Officer and Chief Financial Officer during those years.

Under the Lee Employment Agreement, Mr. Lee is entitled to (i) an annual base salary of $420,000;

Under the Carney Employment Agreement, Mr. Carney receives a base salary of $6,000 per month