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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K × ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30 , 2026 or TRANSITION REPORT UNDER SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number : 001-43465 EXASCALE LABS HOLDINGS INC . ( Exact name of registrant as specified in its charter ) 42-3035215 ( I.R.S. Employer Identification No. ) Delaware ( State or other jurisdiction of incorporation or organization ) 820 Gessner Road , Suite 332 Houston , TX ( Address of principal executive offices ) Title of each class 77024 ( Zip Code ) Registrant's telephone number , including area code : ( 650 ) 537-7553 Securities registered pursuant to Section 12 ( b ) of the Act : Class A Common Stock , $ 0.0001 par value per share Warrants , each whole warrant exercisable for one Class A Common Stock at an exercise price of Trading Symbol ( s ) XLAB XLABW Name of each exchange on which registered The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC $ 11.50 Securities registered pursuant to Section 12 ( g ) of the Act : None . Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes ☑No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Exchange Act . ☐ Yes ☑ No. Indicate by check mark whether the registrant ( 1 ) has filed all reports required by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . ☑Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . ☑Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of “ large accelerated filer , " " accelerated filer , ” “ smaller reporting company " and " emerging growth company ” in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Accelerated filer ☑ Smaller reporting company Emerging Growth Company ☑ ■ × ×