Exascale Labs Holdings Inc.

10/15/2026 | Press release | Distributed by Public on 10/15/2026 19:17

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ARC Group International Ltd
2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2026
3. Issuer Name and Ticker or Trading Symbol
Exascale Labs Holdings Inc. [XLAB]
(Last) (First) (Middle)
UNIT 417, 4TH FLOOR, LIPPO CENTRE,, TOWER TWO, NO. 89 QUEENSWAY, ADMIRALTY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
HONG KONG
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock, par value $0.0001 4,946,413(1)(2) D
Class A Common Stock, Par Value $0.0001 4,946,413(1)(2) I By ARC Group Limited and Abraham Cinta(1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARC Group International Ltd
UNIT 417, 4TH FLOOR, LIPPO CENTRE,
TOWER TWO, NO. 89 QUEENSWAY, ADMIRALTY
HONG KONG
X

Signatures

ARC Group International Limited, /s/ Carlos Lopez, Director 10/15/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This statement is filed by ARC Group International Limited ("AGIL"), the record holder and direct beneficial owner of the shares of Class A Common Stock (the "Shares") being reported. ARC Group Limited ("ARC Group"), the parent of AGIL, and Mr. Abraham Cinta, the chief executive officer and a director of ARC Group have indirect beneficial ownership of the Shares and Mr. Cinta has voting and dispositive power of them. The address of the direct and indirect beneficial owners is c/o ARC Group International Limited, Unit 417, 4th Floor, Lippo Centre, Tower Two, No. 89 Queensway, Admiralty, Hong Kong.
(2) Includes 1,000,000 Shares that AGIL agreed in June 2026 to sell to Publico Partners Ltd, for which AGIL has received the purchase price but which remain held by AGIL pending delivery and excludes 40,000 Shares underlying private placement warrants exercisable at $11.50 per Share, which remain held by the sponsor of the special purpose acquisition company that entered into a business combination with the Issuer, as described in a current report on Form 8-K filed by the Issuer on September 2, 2026, and have not been transferred to AGIL.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Exascale Labs Holdings Inc. published this content on October 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 16, 2026 at 01:17 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]