Exascale Labs Holdings Inc.

Item 1.01 Entry into a Material Definitive Agreement. On October 9, 2026, Exascale Labs Holdings Inc. (Nasdaq: XLAB, XLABW), a Delaware corporation (the “Company”), entered into a purchase and sale agreement dated as of October 8, 2026 (the “PSA”) with the buyer, Sunon Inc., a California corporation and a U.S. subsidiary of Sunonwealth Electric Machine Industry Co., Ltd. (TWSE: 2421), Kaohsiung, Taiwan, pursuant to which the Company will sell and provide 12 NVIDIA HGX B300 GPU servers (96 GPUs), together with network equipment and management servers, deployment services and 36 months of IT operation services, to be delivered to a data center in the United States designated by the buyer. The total contract value for the provision of equipment and services is US$8,208,000, exclusive of import duties and taxes. Payment shall be made as follows: (a) thirty percent (30%) of the purchase price as a down payment within three (3) days after buyer issues its purchase order, which shall be issued within five (5) business days after the effective date of the PSA; (b) the remaining seventy percent (70%) within five (5) business days after the Company’s written notice that the equipment is ready for shipment. The Company’s delivery obligation is subject to receipt of the down payment, the chip manufacturer’s approval and all export and import authorizations. The foregoing summary of the PSA does not purport to be complete and is qualified in its entirety by reference to the full text of the PSA, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Forward-Looking Statements Certain information in this current report on Form 8-K may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, statements regarding the Company’s sale and provision of goods and services. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements, including due to changes in economic and financial conditions, such as volatility in interest and exchange rates and in the capital or credit markets, and due to other factors discussed in the section titled “Risk Factors” in the Company’s documents filed with the Securities and Exchange Commission from time to time. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements.