On August 27, 2026, Exascale Labs completed a $500 million deal to go public through a merger with D. Boral ARC Acquisition I Corp. The AI infrastructure company began trading on Nasdaq as XLAB the following day.
Kesse PLLC represented Exascale in the transaction. For founder Kelvin Kesse, the deal became a significant example of the type of complex work he built the Houston-based boutique to handle.
The transaction was a deSPAC, which allows a private company to become publicly traded by merging with a special purpose acquisition company.
Learning the Big-Firm Playbook
Kesse graduated from Harvard Law School and began his career at a large firm in Seattle. He went on to practice at other major firms, working on traditional IPOs, follow-on offerings, SPAC IPOs and deSPACs.
That path showed him what large platforms offer: deep resources, sophisticated clients and complex, high-value transactions. It also showed him an opening.
“I wanted to create a firm where sophisticated legal work could be delivered with the level of attention, efficiency, accessibility, and entrepreneurial mindset that clients often associate with a much smaller practice,” Kesse said.
He says he could not have started the firm without that background. Watching deals run from start to finish taught him how transactions actually get negotiated, structured, financed, documented and closed. A checklist only goes so far before a lawyer is left to “wing it,” he said.
Working with companies of different sizes mattered too. Larger companies often don’t face issues that smaller ones routinely do, he said.
A Boutique With Big-Deal Capability
Kesse PLLC was “built around the simple idea that a boutique does not have to mean boutique capability,” Kesse said.
The firm concentrates on capital markets, securities and public company advisory work. Kesse says that focus lets it go deep instead of trying to be everything to everyone.
Senior attention is the second piece. He stays close to the strategic, legal and commercial issues in each matter. “That level of partner attention can be difficult to replicate in a larger platform,” he said.
The third is relationships. Deals of this kind involve investment banks, financial advisers, accountants, other counsel, management teams and boards. Kesse says a network of people who know the quality of your work leads to more sophisticated transactions.
“Our objective has never been to imitate a large law firm,” he said. “It is to demonstrate that a highly focused boutique can deliver institutional-quality work while providing a different level of accessibility and personal attention.”
Inside the Exascale Deal
Kesse PLLC advised Exascale through the legal and transactional process. That meant helping coordinate the work needed to move the deal from negotiation to completion.
The transaction touched corporate and securities law, disclosure, documentation, regulatory and exchange requirements, and financing. It also involved many stakeholders and advisers.
“Every major decision has implications for the company’s capital structure, disclosure, investors, counterparties, financing, the parties’ ability to complete the transaction, and the combined company’s post-combination performance as a public company,” Kesse said.
His focus extends past closing. “I care deeply about what happens after the transaction closes,” he said. The goal is to help a company enter the public markets with sound governance, disclosure practices and capital structure.
He sees the deal as validation of the firm’s model. “But I view it less as an endpoint than as a starting point,” he said.
Advice for Companies Eyeing the Public Markets
Kesse’s first rule is to start earlier than feels necessary. His advice is to “prepare as though the transaction is closer than it actually is.”
He sees companies underestimate three things:
The audit. If financial statements must be audited by a PCAOB-registered firm, completing the audits and fixing any issues can take significant time. The audit can become a critical-path item for the whole transaction.
The listing process. Exchanges are looking closely at financial condition, governance, shareholder structure and operations, particularly for smaller companies. “Companies should not view exchange approval as a formality,” Kesse said.
Diligence. Related-party arrangements, historical agreements, ownership questions and intellectual property can draw scrutiny that went unnoticed while the company was private.
“The earlier those issues are identified, the more options the company has to address them,” he said.
Where the Firm Goes Next
Kesse is watching the regulatory environment for public companies, changes affecting SPACs and deSPACs, and the growing role of AI in legal and securities work. He expects companies to have more ways to raise capital and reach liquidity, with more legal and disclosure complexity attached.
“Companies need counsel who understands both the rules and the commercial realities behind them,” he said.
His goal for the firm is to be the call companies make when a transaction is complex and the stakes are high.
“We are a boutique, and I think that is a strength,” Kesse said. “Our ambition is not simply to become a larger version of ourselves.”
