Form 8-A12B Exascale Labs Holdings

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Exascale Labs Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		42-3035215
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
820 Gessner Road, Suite 332 Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Class A common stock, par value $0.0001 per share		The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share		The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): 333-297214

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and warrants, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share (the “Warrants”) of Exascale Labs Holdings Inc., a Delaware Corporation (the “Company”). The description of the Class A Common Stock and Warrants is set forth under the heading “Description of Pubco’s Securities” in the Company’s prospectus forming part of its Registration Statement on Form S-4 (File No. 333-297214), as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates, and is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is hereby also incorporated by reference herein.

 

Item 2. Exhibits.

 

In accordance with the Instructions as to Exhibits of Form 8-A, no exhibits are required to be filed hereunder because no other securities of the Company are registered on The Nasdaq Stock Market LLC and the securities registered hereunder are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

	EXASCALE LABS HOLDINGS INC.
	By:	/s/ Hoansoo Lee
		Name:	Hoansoo Lee
		Title:	Chief Executive Officer

 

Dated: August 27, 2026

 

 

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