Exascale Labs Holdings Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Interim Chief Financial Officer Effective September 25, 2026, Gildas Bonnier ceased serving as the Interim Chief Financial Officer of Exascale Labs Holdings Inc. (the “Company”). As previously reported, Mr. Bonnier was appointed as the Company’s Interim Chief Financial Officer while the Company conducted a formal search process to identify and appoint a permanent Chief Financial Officer of the Company. The Company has completed that search process and, as described below, has appointed Jake Carney as the Company’s Chief Financial Officer, effective September 25, 2026. Accordingly, Mr. Bonnier’s interim service as Chief Financial Officer is no longer required. Mr. Bonnier’s departure from the position of Interim Chief Financial Officer of the Company was not the result of any disagreement with the Company relating to the Company’s operations, policies or practices. Appointment of Chief Financial Officer Effective September 25, 2026, the board of directors of the Company appointed Jake Carney to serve as the Company’s Chief Financial Officer. Jake Carney, 38, is an investment professional with 15 years of experience across banking, investment advisory and fintech environments. Mr. Carney has served as Chief Financial Officer of ARC Group Securities Acquisition I, a Nasdaq-listed special purpose acquisition company, and previously served as Chief Financial Officer of Deal Flow Capital, a capital advisory firm, from February 2026 to August 2026. From June 2025 to July 2026, Mr. Carney worked in in-house fundraising and consulting roles for several companies. From September 2022 to April 2025, Mr. Carney served as Managing Director at ARC Group Limited, where he established and led the company’s United Arab Emirates office. From December 2017 to August 2022, Mr. Carney served as Investment Director at Beehive Fintech, based in Dubai, United Arab Emirates, where he led the origination and execution of investment opportunities focused on small and medium-sized enterprises, alternative credit and private investments across the Gulf Cooperation Council (GCC) region. Mr. Carney earned a Bachelor of Science degree in Accounting and Finance from Dublin Institute of Technology in 2009 and was awarded the Professional Diploma in Financial Advice by the Institute of Banking in 2013. In connection with his appointment, the Company entered into an employment agreement with Mr. Carney, effective as of September 25, 2026, pursuant to which Mr. Carney will receive a base salary of $6,000 per month, and will be eligible to participate in employee benefit plans and programs generally available to similarly situated employees, subject to the terms and conditions of such plans and programs. There are no arrangements or understandings between Mr. Carney and any other person pursuant to which Mr. Carney was appointed as Chief Financial Officer of the Company. There are no family relationships between Mr. Carney and any director or executive officer of the Company. There are no current or proposed transactions in which Mr. Carney has or will have a direct or indirect material interest and in which the Company is or will be a participant that requires disclosure pursuant to Item 404 (a) of Regulation S-K.