What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-05 · 429 added, 208 removed, 248 unchanged (72% of the section changed)

1 unchanged sentence

BORAL ARC ACQUISITION I CORP.

BALANCE SHEET

September 30,

CONSOLIDATED CONDENSED BALANCE SHEETS

Current Assets

Prepaid expenses

Total Current Assets

Total Current

Cash held in trust account

Liabilities and Shareholders’ Equity

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities

Accrued Offering Costs

Accrued expenses

Total Current Liabilities

Total Liabilities

Commitments and Contingencies (Note 6)

Class A ordinary share subject to possible redemption, $ 0.0001 par value;

Current Liabilities

Commitments and Contingencies

A ordinary shares subject to possible redemption, $ 0.0001

shares authorized;

28,000,000 shares issued and outstanding, at redemption value of $ 10.07

shares issued and

outstanding, at redemption value of $ 10.26

on March 31, 2026

and $10.17 on December 31, 2025, respectively

Shareholders’ Equity

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

1 unchanged sentence

1,200,000 issued and outstanding (excluding 28,000,000 shares subject to redemption)

Class B ordinary Shares, $ 0.0001 par value;

Class B ordinary

Shares, $ 0.0001

shares authorized;

2 unchanged sentences

Retained earnings

Total Shareholders’ Equity

Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity

The accompanying notes are an integral part of these unaudited financial statements.

Shareholders’ Equity (Deficit)

Liabilities and Shareholders’ Equity (Deficit)

accompanying notes are an integral part of these unaudited condensed financial statements.

BORAL ARC ACQUISITION I CORP.

STATEMENTS OF OPERATIONS

three months ended

September 30,

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

March 20, 2025

(Inception) through

September 30,

three months ended

Formation and operating costs

2 unchanged sentences

Total other income

(loss)/income

Weighted average shares of Class A ordinary shares outstanding, basic and diluted

4 unchanged sentences

BORAL ARC ACQUISITION I CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE PERIOD FROM MARCH 20, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Ordinary shares

1 unchanged sentence

Shareholder’s

Balance January 1, 2026

Accretion in value of Class A ordinary shares

( 2,543,059 )

Balance March 31, 2026

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES SHAREHOLDER’S

EQUITY (DEFICIT)

FOR THE PERIOD FROM MARCH 20, 2025 (INCEPTION)

THROUGH MARCH 31, 2025

Ordinary shares

Shareholder’s

Balance – March 20, 2025 (inception)

1 unchanged sentence

Balance – March 31, 2025

Proceeds from issuance of Class B ordinary shares to Sponsor

Balance – June 30, 2025

Sale of Private Units, net of issuance costs

Issuance of Public Warrants, net of issuance costs

Issuance of Representative Shares

Accretion in value of Class A ordinary shares

reverse over-allotment option liability

Forfeiture of founder shares

Adjustment of accrued offering costs

Balance – September 30, 2025

(1) Includes an aggregate of 321,429

Ordinary Shares cancelled on September 9, 2025 to the extent that the underwriters’ over-allotment was not exercised.

The accompanying notes are an integral part of these unaudited financial statements.

BORAL ARC ACQUISITION I CORP.

STATEMENT OF CASH FLOWS

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

March 20, 2025

(inception) through

September 30,

Cash flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

(loss)/income

Adjustments to reconcile net (loss)/income to net cash used in operating activities:

Payment of expenses through promissory note – related party

6 unchanged sentences

Investment of cash in Trust Account

( 280,000,000

Net cash used in investing activities

9 unchanged sentences

Supplemental disclosure of non-cash financing activities:

Forfeiture of founder shares

Deferred offering costs included accrued offering costs

Re-measurement of ordinary shares subject to redemption

Issuance of representative shares

Deferred offering costs included in promissory note

Accretion of carrying value of redeemable shares to redemption value

The accompanying notes are an integral part of these unaudited financial statements.

BORAL ARC ACQUISITION I CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

3 unchanged sentences

While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, the Company intends to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business.

At September 30, 2025, the Company had not yet commenced any operations.

All activity through September 30, 2025 related to the Company’s formation and the Initial Public Offering (as defined below).

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

At March 31, 2026, the Company had not yet commenced

any operations.

All activity through March 31, 2026 related to the Company’s formation and the Initial Public Offering (as defined

Since the IPO, the Company’s activity has been limited to the costs in pursuit of the consummation of an initial business

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds

derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company is an early stage

and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company’s sponsor is MFH 1, LLC (the “Sponsor”).

13 unchanged sentences

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company hold investments in the trust account, the Company may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank.

BORAL ARC ACQUISITION I CORP.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS (Continued)

On August 11, 2025, the underwriters of the IPO notified the Company of their partial exercise of the over-allotment option and purchased 3,000,000 additional units (the “Option Units”) at $ 10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $ 30,000,000 .

8 unchanged sentences

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

The sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the completion of our initial business combination;

(ii) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association;

(iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if the Company fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fail to complete our initial business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account;

and (iv) vote any founder shares and private shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).

The sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to

their founder shares, private shares and public shares in connection with the completion of our initial business combination;

waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a

shareholder vote to approve an amendment to our amended and restated memorandum and articles of association;

(iii) waive their

rights to liquidating distributions from the trust account with respect to their founder shares and private shares if the Company

fail to complete our initial business combination within the completion window, although they will be entitled to liquidating

distributions from the trust account with respect to any public shares they hold if the Company fail to complete our initial

business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account;

(iv) vote any founder shares and private shares held by them and any public shares they may purchase (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that

any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not

be voted in favor of approving the business combination transaction).

The Company will have until 18 months from the closing of the Initial Public Offering, with one (1) three-month extension at the option of the sponsor (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which the Company must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate a Business Combination (the “Combination Period”).

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes and less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.

BORAL ARC ACQUISITION I CORP.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL

DESCRIPTION OF ORGANIZATION,

BUSINESS OPERATIONS (Continued)

The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the Company’s independent auditors), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

However, the Company has not asked our sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe that our sponsor’s only assets are securities of our company.

Therefore, the Company cannot assure you that our sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.

In such event, the Company may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Capital Resources

As of September 30, 2025, the Company had $ 570,210 of cash in its operating bank account and working capital of $ 771,436 .

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined in Note 4), and loan from the Sponsor of $ 214,461 under the Note (as defined in Note 4).

On August 1, 2025, the Company has repaid $ 225,461 under the promissory note.

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4).

As of September 30, 2025, there were no amounts outstanding under any Working Capital Loan.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of an initial Business Combination or in excess of one year from the date of issuance of these financial statements.

The Company cannot ensure that its plans to consummate an initial Business Combination, or to raise additional capital if necessary, will be successful.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern.

The Sponsor has agreed that it will be liable to

us if and to the extent any claims by a third party for services rendered or products sold to us (except for the Company’s

independent auditors), or a prospective target business with which the Company has entered into a written letter of intent,

confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to

below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date

of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets,

less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who

executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will

it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including

liabilities under the Securities Act.

However, the Company has not asked our sponsor to reserve for such indemnification

obligations, nor has the Company independently verified whether our sponsor has sufficient funds to satisfy its indemnity

obligations and the Company believe that our sponsor’s only assets are securities of our company.

Therefore, the Company

cannot assure you that our sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully

made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less

than $10.00 per public share.

In such event, the Company may not be able to complete our initial business combination, and you would

receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors will

indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

On January 11, 2026, D.

Boral ARC Acquisition

(“BCAR” or the “Company”) entered into the Agreement and Plan of Merger (the “Merger Agreement”)

by and among BCAR, D.

Boral ARC Merger Corporation, a Delaware corporation and wholly owned subsidiary of BCAR (“PubCo”),

Boral Arc Merger Sub Inc.

(“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of BCAR, and Exascale Labs

Inc., a Delaware corporation (“Exascale”).

Pursuant to the Merger Agreement, the Business Combination will be effected in

(i) BCAR will reincorporate in the State of Delaware by merging with and into PubCo, with PubCo remaining as the surviving

publicly traded entity (the “Reincorporation Merger”);

(ii) after the Reincorporation Merger, Merger Sub will be merged with

and into Exascale, resulting in Exascale being a wholly owned subsidiary of PubCo (the “Acquisition Merger” and together with

the Reincorporation Merger, the “Business Combination”).

The aggregate consideration for the Acquisition

Merger is $500,000,000 (the “Merger Consideration”), payable in the form of 50,000,000 newly issued shares of common stock

of PubCo valued at $10.00 per share to Exascale and its shareholders.

At the closing of the Acquisition Merger (the “Closing”),

the issued and outstanding shares in Exascale held by the former Exascale shareholders will be cancelled and cease to exist as follows:

Each issued and outstanding share of Exascale Class B common stock shall be cancelled and converted into the right to receive a number of shares of PubCo Class B common stock (the “PubCo Class B Shares”) equal to the quotient obtained by dividing (a) the quotient equal to the Merger Consideration divided by the fully diluted Exascale capitalization (the “Per Share Merger Consideration”) by (b) Ten Dollars ($10.00), with each such PubCo Class B Share having twenty (20) votes per share;

Each issued and outstanding share of Exascale Class A common stock shall be cancelled and converted into the right to receive a number of shares of PubCo Class A common stock (the “PubCo Class A Shares”) equal to the quotient obtained by dividing (a) the Per Share Merger Consideration by (b) Ten Dollars ($10.00), with each such PubCo Class A Share having one (1) vote per share.

BORAL ARC ACQUISITION I CORP.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL

DESCRIPTION OF ORGANIZATION,

BUSINESS OPERATIONS (Continued)

Liquidity, Capital Resources and Going Concern

Consideration

As of March 31, 2026, the Company had $ 243,576 of cash in its operating bank account and working capital of $ 54,122 .

The Company’s liquidity needs prior to the

consummation of the Initial Public Offering were satisfied through the payment of $ 25,000

from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as

defined in Note 4), and loan from the Sponsor of $ 225,461

under the Note (as defined in Note 4).

On August 1, 2025, the Company has repaid $ 225,461

under the promissory note.

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been

satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of

the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an

affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the

Company Working Capital Loans (as defined in Note 4).

As of December 31, 2025 and March 31,2026, there were no amounts

outstanding under any Working Capital Loan.

The Company expects to incur significant costs

in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination.

In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target.

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” the Company does not

currently have adequate liquidity to sustain operations, which consist solely of pursuing a Business Combination.

The Company may raise additional capital through

loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties.

The Company’s officers

and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in

whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

As is customary for a special purpose acquisition

company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and

redeem the Public Shares.

Management plans to continue its efforts to consummate a Business Combination during the Combination Period.

While the Company expects to have access to

additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional

capital and no assurances can be provided that such additional capital will ultimately be available.

The liquidity condition and

mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of

the consummation of the Business Combination or the date the Company is required to liquidate.

There is no assurance that the

Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will

be successful or successful within the Combination Period.

The consolidated condensed financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

BORAL ARC ACQUISITION I CORP.

TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S.

Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying consolidated condensed financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

and pursuant to the rules and regulations of the SEC.

Certain information and note disclosures normally

included in the annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been

condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to

make the information not misleading.

The interim financial statements as of March 31, 2026 and for the three months ended March 31, 2026

are unaudited.

In the opinion of management, the consolidated condensed financial statements include all adjustments, consisting only of normal

recurring adjustments, necessary to provide a fair statement of the results for the periods.

The accompanying balance sheet as of December

31, 2025, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2025.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make

comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

The preparation of consolidated condensed financial

statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the consolidated condensed financial statements and the

reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the consolidated condensed financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly

from those estimates.

BORAL ARC ACQUISITION I CORP.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 570,210 of cash held in operating account as of September 30, 2025.

The Company had no cash equivalents as of September 30, 2025.

The Company considers all highly liquid

investments purchased with an original maturity of three months or less to be cash equivalents.

Cash equivalents are carried at

cost, which approximates fair value.

The Company had $ 420,340 and $ 243,576

in cash as of December 31, 2025 and March 31, 2026, respectively.

The Company had no

cash equivalents as of December 31, 2025 and March 31, 2026.

Cash Held in Trust Account

The Company had $ 281,963,221 of cash in the trust account held in an interest bearing demand deposit account as of September 30, 2025.

The Company had $ 284,776,628 and $ 287,319,687

a of cash in the trust account held in an interest bearing demand deposit account as of December 31, 2025 and March 31,

2026, respectively.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of

the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.”

Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,”

addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies

this guidance to allocate Initial Public Offering proceeds from the Public Units between Class A ordinary shares and warrants, using

the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A

ordinary shares.

Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary

equity, and offering costs allocated to the warrants included in the Public Units and Private Units were charged to

shareholder’s equity as the warrants, after management’s evaluation, were accounted for under equity treatment.

August 1, 2025, the Company had offering costs of $ 3,582,634 ,

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A —

“Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related

to the Initial Public Offering.

Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and

Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Public Units between Class A ordinary shares and

warrants based on their relative fair values.

Offering costs allocated to the Class A ordinary shares subject to possible redemption were

charged to temporary equity, and offering costs allocated to the warrants included in the Public Units and Private Units were charged

to shareholder’s equity as the warrants, after management’s evaluation, were accounted for under equity treatment.

As of August 1,

2025, the Company had offering costs of $ 3,582,634 ,

consisting of $ 2,419,400

4 unchanged sentences

was allocated to Class A ordinary shares subject to redemption.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

As of December 31, 2025, the Company had offering costs of $ 3,582,634 .

The Company complies with the accounting and reporting

requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and

reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the consolidated financial

statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws

and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established,

when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement

attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits as of September 30, 2025 and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be a BVI business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

As such, the provision for income taxes was deemed to be de minimis for the period from March 20, 2025 (inception) to September 30, 2025

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering.

The Company’s management determined the British Virgin Islands is the Company’s only major tax jurisdiction.

The Company recognizes

accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits

as of March 31, 2026 and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review

that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted

British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income

tax filing requirements in the British Virgin Islands or the United States.

As such, the provision for income taxes was deemed to be de

minimis for the three months ended March 31, 2026.

BORAL ARC ACQUISITION I CORP.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Warrant Instruments

The Company accounted for the 12,500,000 public warrants included in the Units issued in connection with the Initial Public Offering and 100,000 private warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

We account for Warrants as either equity-classified

or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance

in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the

instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether

the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to

a company’s common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance

outside of a company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional

judgment, is conducted at the time of Warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding.

Upon review of the Warrant Agreement, Management concluded that the public warrants and private warrants issued pursuant to such

warrant agreement qualify for equity accounting treatment.

Following the closing of the Initial Public Offering on August 1,

2025 and underwriter’s exercise of over-allotment option on August 13, 2025, the Company accounted for the 14,000,000

public warrants and 100,000 private warrants issued under equity treatment at their assigned values.

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and Retained earnings.

Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of September 30, 2025, the 28,000,000 Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

The public shares contain a redemption feature

which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder

vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company

classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control

of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable

shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering,

the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable

shares will result in charges against additional paid-in capital (to the extent available) and Retained earnings.

Accordingly, Class A

ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

As of March 31, 2026 and December 31,2025, the 28,000,000 Class A ordinary shares

subject to redemption reflected in the balance sheet are reconciled in the following table:

Schedule of ordinary shares subject to redemption

Gross proceeds from IPO, August 1, 2025

Proceeds allocated to Public Warrants

Proceeds allocated to Over-allotment Option

Class A ordinary shares issuance costs

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, August 1, 2025

Gross proceeds from over-allotment, August 13, 2025

Proceeds allocated to Public Warrants

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, August 13, 2025

Class A ordinary shares subject to possible redemption, December 31, 2025

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, August 13, 2025

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share of ordinary shares is computed by dividing net income or loss applicable to ordinary shareholders by the weighted average number of shares of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of shares of ordinary shares to settle Warrants, as calculated using the treasury stock method.

Class A ordinary shares subject to possible redemption, March 31, 2026

BORAL ARC ACQUISITION I CORP.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net (Loss)/Income per Ordinary Share

The Company has not considered the effect of the Warrants sold in the Offering and Private Placement to purchase an aggregate of 14,100,000 Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method and are contingent on future events.

As a result, diluted income per share of Class A ordinary shares is the same as basic income per share of ordinary shares for the period presented.

The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata among the two classes of ordinary shares.

Net income per share of ordinary shares is calculated by dividing the net income by the weighted average number of shares of ordinary shares outstanding during the respective period.

The changes in redemption value that are accreted to Class A ordinary shares subject to redemption (see below) are representative of fair value and therefore is not factored into the calculation of earnings per share.

The following tables reflect the net income per share after allocating income between the shares based on outstanding shares:

The Company has two classes of ordinary shares,

which are referred to as Class A ordinary shares and Class B ordinary shares.

Net income per share of ordinary shares is calculated by

dividing the net income by the weighted average number of shares of ordinary shares outstanding during the respective period.

The following tables reflect the net (loss)/income

per share after allocating income between the shares based on outstanding shares:

of earning per share basic and diluted

Three months ended

September 30,

March 20, 2025

(Inception) through

September 30,

three months ended

Basic and diluted net income per share:

Allocation of income basic and diluted

Allocation of (loss)/income basic and diluted

Basic and diluted weighted average share of ordinary shares:

1 unchanged sentence

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

At September 30, 2025, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Financial instruments that potentially subject

the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the

Federal depository insurance coverage of $ 250,000 .

At December 31, 2025 and March 31, 2026, the Company had not experienced losses on this account and management believes the

Company is not exposed to significant risks on such account.

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

BORAL ARC ACQUISITION I CORP.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Risks and Uncertainties

26 unchanged sentences

Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

BORAL ARC ACQUISITION I CORP.

TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

PRIVATE PLACEMENT

5 unchanged sentences

Founder Shares

On March 25, 2025, the Company issued an aggregate of 12,321,429 founder shares to the Sponsor for an aggregate purchase price of $ 25,000 in cash.

On March 25, 2025, the Company issued an aggregate

of 12,321,429

founder shares to the Sponsor for an aggregate purchase price of $ 25,000

The funds were received on May 27, 2025.

Such ordinary shares includes an aggregate of up to 1,607,143 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 30% of the outstanding shares after this offering (not including the Class A ordinary shares that are included within the private units).

Following the partial exercise of the over-allotment option on August 11, 2025, on September 9, 2025, the Underwriters advised the Company that it has elected not to exercise the remaining over-allotment option and thereby forfeit the option.

As a result, on September 9, 2025, the Company cancelled a total of 321,429 founder shares.

As of September 30, 2025, sponsor held a total of 12,000,000 founder shares and none was subject to forfeiture.

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights;

(iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100 % of our public shares if we have not consummated an initial business combination within the completion window or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period and to liquidating distributions from assets outside the trust account and (D) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction), (iv) the founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in our amended and restated memorandum and articles of association, and (v) prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the British Virgin Islands (including any ordinary resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the British Virgin Islands).

Following the partial exercise of the over-allotment option on August 11,

2025, on September 9, 2025, the Underwriters advised the Company that it has elected not to exercise the remaining over-allotment option

and thereby forfeit the option.

As a result, on September 9, 2025, the Company cancelled a total of 321,429

founder shares.

As of March 31, 2026, sponsor held a total of 12,000,000

founder shares and none was subject to forfeiture.

The founder shares are designated as Class B

ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in the

IPO, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are

subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration

(iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed

to (A) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the

completion of our initial business combination, (B) waive their redemption rights with respect to their founder shares, private

shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and

articles of association (a) to modify the substance or timing of our obligation to allow redemption in connection with our initial

business combination or to redeem 100 %

of our public shares if we have not consummated an initial business combination within the completion window or (b) with respect to

any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their

rights to liquidating distributions from the trust account with respect to their founder shares and private shares if we fail to

complete our initial business combination within the completion window, although they will be entitled to liquidating distributions

from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within

such time period and to liquidating distributions from assets outside the trust account and (D) vote any founder shares held by them

and any public shares they may purchase (including in open market and privately-negotiated transactions) in favor of our initial

business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5

under the Exchange Act would not be voted in favor of approving the business combination transaction), (iv) the founder shares are

automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial

business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in

our amended and restated memorandum and articles of association, and (v) prior to the closing of our initial business combination,

only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the

company in a jurisdiction outside the British Virgin Islands (including any ordinary resolution required to amend our constitutional

documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in

a jurisdiction outside the British Virgin Islands).

With certain limited exceptions, the founder shares are not transferable, assignable or saleable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the completion of our initial business combination.

Promissory Note – Related Party

On March 20, 2025, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 350,000 , to be used for payment of costs related to the Proposed Offering.

The note is non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation of the Initial Public Offering.

As of September 30, 2025, the Company has borrowed $ 214,461 under the promissory note with our Sponsor.

On August 1, 2025, the Company has repaid $ 225,461 under the promissory note with the Sponsor out of the $ 700,000 of offering proceeds that has been allocated for the payment of offering expenses.

BORAL ARC ACQUISITION I CORP.

NOTES TO THE CONSOLIDATED CONDENSED

FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS

Administrative Services Arrangement

An affiliate of our Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company our Sponsor certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company.

The Company has agreed to pay to the affiliate of our Sponsor, $ 20,000 per month, for up to 18 months, subject to extension to up to 21 months, as provided in the Company’s registration statement, for such administrative services.

During the three months ended September 30, 2025 and for the period from March 20, wow5 (inception) to September 30, 2025, 40,000 was charged to operations and no amounts were outstanding at September 30, 2025.

An affiliate of our Sponsor has agreed, commencing

from the date that the Company’s securities are first listed on Nasdaq, through the earlier of the Company’s consummation

of a Business Combination and its liquidation, to make available to the Company our Sponsor certain office space, utilities and secretarial

and administrative support as may be reasonably required by the Company.

The Company has agreed to pay to the affiliate of our Sponsor,

per month, for up to 18 months, subject to extension to up to 21 months, for such administrative services.

For the three months ended March 31, 2026, $ 60,000

was charged to operations and no amounts were outstanding at March 31, 2026.

Related Party Loans

2 unchanged sentences

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of September 30, 2025, no amounts under such loans have been drawn.

As of March 31, 2026, no amounts under such loans have been drawn.

Representative Shares

On August 1, 2025, the Company issued 1,000,000 representative shares to D.

Boral Capital, LLC and/or its designees (whether or not the over-allotment is exercised) as part of representative compensation (the “Representative Shares”).

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of this offering pursuant to FINRA Rule 5110(e)(1).

Pursuant to this FINRA lock-up, these securities cannot be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days from the commencement of sales of the Initial Public Offering except as permitted under FINRA Rule 5110(e)(2), including to any underwriter and selected dealer participating in the Initial Public Offering and their officers or partners, registered persons or affiliates.

The Representative Shares have resale registration rights including two demand (one at the Company’s expense and one at D.

Boral Capital, LLC’s expense) and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the Initial Public Offering.

On August 1, 2025, the Company issued 1,000,000

representative shares to D.

Boral Capital, LLC and/or its designees (whether or not the over-allotment is exercised) as part of

representative compensation (the “Representative Shares”).

The Representative Shares have been deemed compensation by

FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the IPO

pursuant to FINRA Rule 5110(e)(1).

Pursuant to this FINRA lock-up, these securities cannot be sold, transferred, assigned,

pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the

economic disposition of the securities by any person for a period of 180 days from the commencement of sales of the Initial Public

Offering except as permitted under FINRA Rule 5110(e)(2), including to any underwriter and selected dealer participating in the

Initial Public Offering and their officers or partners, registered persons or affiliates.

The Representative Shares have resale

registration rights including two demand (one at the Company’s expense and one at D.

Boral Capital, LLC’s expense) and

unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the

Initial Public Offering.

COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

BORAL ARC ACQUISITION I CORP.

NOTES TO THE CONSOLIDATED CONDENSED

FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES (Continued)

Underwriting Agreement

5 unchanged sentences

The underwriters will not be entitled to any deferred underwriting fee upon closing of the Business Combination.

Administrative Services Arrangement

The Company has committed to pay an affiliate of

our Sponsor $ 20,000 per month for administrative services as discussed in Note 5 commencing from the date that the Company’s securities

are first listed on Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation.

STOCKHOLDER’S EQUITY

Preference shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share.

Preference shares — The Company is

authorized to issue 5,000,000

preference shares with a par value of $ 0.0001

Holders of the Company’s ordinary shares are entitled to one vote for each share.

On September 30, 2025, there were no preferred shares issued or outstanding.

Class A Ordinary shares — The Company is authorized to issue 500,000,000 ordinary shares with a par value of $ 0.0001 per share.

On December 31, 2025 and

March 31, 2026, there were no

preferred shares issued or outstanding.

Class A Ordinary shares — The

Company is authorized to issue 500,000,000 ordinary

shares with a par value of $ 0.0001 per

Holders of the Company’s ordinary shares are entitled to one vote for each share.

As of September 30, 2025, there were no 1,200,000 class A ordinary shares issued or outstanding.

As a result of closing of the IPO and the partial exercise of the over-allotment option partial exercise of the over-allotment option, there were 1,200,000 class A ordinary shares issued or outstanding, excluding 28,000,000 class A ordinary shares subject to possible redemption.

Class B Ordinary shares — The Company is authorized to issue 50,000,000 ordinary shares with a par value of $ 0.0001 per share.

As a result of closing of the IPO and

the partial exercise of the over-allotment option partial exercise of the over-allotment option, on December 31, 2025 and March 31,

2026, there were 1,200,000 Class

A ordinary shares issued or outstanding, excluding 28,000,000 Class

A ordinary shares subject to possible redemption.

Class B Ordinary shares — The

Company is authorized to issue 50,000,000 ordinary

shares with a par value of $ 0.0001 per

Holders of the Company’s ordinary shares are entitled to one vote for each share.

On March 25, 2025, the Company issued an aggregate of 12,321,429 ordinary shares to the Sponsor for an aggregate purchase price of $ 25,000 in cash, of which 1,607,143 shares held by the Sponsor are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full.

Following the partial exercise of the over-allotment option on August 11, 2025 and cancellation 321,429 ordinary shares on September 9, 2025, on September 30, 2025, there were 12,000,000 ordinary 12,300,000 shares issued and outstanding.

On March 25, 2025, the Company

issued an aggregate of 12,321,429 ordinary

shares to the Sponsor for an aggregate purchase price of $ 25,000 in

cash, of which 1,607,143 shares

held by the Sponsor are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in

Following the partial exercise of the over-allotment option on August 11, 2025 and cancellation 321,429

ordinary shares on September 9, 2025, on December 31, 2025 and March 31, 2026, there were 12,000,000

ordinary 12,300,000 shares issued and outstanding.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein.

Because our sponsor acquired the Class B ordinary shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units.

In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 30 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares that are included within the private units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination;

Because our sponsor acquired the Class B ordinary shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of the IPO, assuming no value is ascribed to the warrants included in the units.

In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 30 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the IPO (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares that are included within the private units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination;

provided that such conversion of founder shares will never occur on a less than one-for-one basis .

BORAL ARC ACQUISITION I CORP.

NOTES TO THE CONSOLIDATED CONDENSED

FINANCIAL STATEMENTS

STOCKHOLDER’S EQUITY (Continued)

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

16 unchanged sentences

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of our initial business combination and ending three business days before we send the notice of redemption to the warrant holders.

The private warrants is identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private warrants (i) are locked-up until the completion of our initial business combination and (ii) will be entitled to registration rights.

BORAL ARC ACQUISITION I CORP.

NOTES TO THE CONSOLIDATED CONDENSED

FINANCIAL STATEMENTS

STOCKHOLDER’S EQUITY (Continued)

The private warrants are identical to the warrants sold in the IPO except that, so long as they are held by our sponsor or its permitted transferees, the private warrants (i) are locked-up until the completion of our initial business combination and (ii) will be entitled to registration rights.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like.

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The exercise price is $11.50 per share, subject to adjustment as described herein.

In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and this offering), and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

FAIR VALUE MEASUREMENTS

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Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value as of August 1, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about

the Company’s assets that are measured at fair value as of March 31, 2026 and December 31, 2025, and indicates the fair

value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Schedule of fair value assets and liabilities

Fair value of over-allotment liability

Fair value of Public Warrants for Class A ordinary shares subject to possible redemption allocation

The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet.

The over-allotment option liability is measured at fair value at August 1, 2025 and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment option liability in the statement of operations.

The Company used a Black-Scholes model to value the over-allotment option.

The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models and assumptions related to expected share-price volatility, expected life and risk-free interest rate.

The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the over-allotment option.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the over-allotment option.

The expected life of the over-allotment option is assumed to be equivalent to its remaining contractual term.

The key inputs into the Black-Scholes model were as follows at initial measurement of the over-allotment option:

Schedule of initial measurement

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Fair value of over-allotment option

The fair value of Public Warrants was determined using Monte Carlo Simulation Model.

The Public Warrants have been classified within shareholders’ equity and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

Schedule of market assumptions

Estimated share price

Exercise price

Annual risk-free rate (term-matched)

Expected warrant implied volatility based on warrants from comparable SPAC securities

Cash held in trust

BORAL ARC ACQUISITION I CORP.

NOTES TO THE CONSOLIDATED CONDENSED

FINANCIAL STATEMENTS

SEGMENT INFORMATION

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Schedule of segment information

March 20, 2025

(inception) through

September 30,

Three Months Ended

Formation and operating costs

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SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred through the date the audited financial statements were available to issue.

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred through the date the consolidated condensed financial statements were available to issue.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements