SEC Form 3 · accession 0001829126-26-009862
Exascale Labs Holdings Inc. · XLAB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hoan Soo Lee
Officer — Chief Executive Officer · Director
Period of report
Aug 27, 2026
Accepted (ET)
Sep 8, 2026 · 12:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0002109869
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common Stock, par value $0.0001F3,F1,F2 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.0001 | 2,000,000 | — | I |
| Class B Common Stock, par value $0.0001F4,F1,F2 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.0001 | 1,000,000 | — | I |
| Class B Common Stock, par value $0.0001F5,F1,F2 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.0001 | 1,000,000 | — | I |
| Class B Common Stock, par value $0.0001F6,F1,F2 | — | holding | — | — | — | — | — | Class A Common Stock, par value $0.0001 | 1,000,000 | — | I |
Explanation of responses
- F1Each share of Class B Common Stock converts into one share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the transfer agent of the Company. Each share of Class B Common Stock shall automatically convert into one share of Class A Common Stock upon a transfer, other than to a Qualified Stockholder (as defined in footnote 2), of such share.
- F2"Qualified Stockholder" means (i) Hoansoo Lee or Wenying Jia, (ii) the registered holder of a share of Class B Common Stock on August 27, 2026, (iii) each natural person who transfers shares of Class B Common Stock to a permitted trust, permitted IRA, permitted entity or permitted foundation that is or becomes a Qualified Stockholder in connection with such transfer, or (iv) a transferee of shares of Class B Common Stock received in a permitted transfer.
- F3The 2,000,000 shares of Class B Common Stock are directly held by HSL Capital Management LLC. Hoansoo Lee is the sole member and manager of HSL Capital Management LLC and has sole voting and dispositive power with respect to the shares directly held by HSL Capital Management LLC.
- F4The 1,000,000 shares of Class B Common Stock are directly held by the Jisu Paul Lee Non-Grantor Directed Trust. Hoansoo Lee is the settlor of, and serves as investment advisor to, the Jisu Paul Lee Non-Grantor Directed Trust, and the beneficiary of the trust is the child of Hoansoo Lee.
- F5The 1,000,000 shares of Class B Common Stock are directly held by the Sophia Jisun Lee Non-Grantor Directed Trust. Hoansoo Lee is the settlor of, and serves as investment advisor to, the Sophia Jisun Lee Non-Grantor Directed Trust, and the beneficiary of the trust is the child of Hoansoo Lee.
- F6The 1,000,000 shares of Class B Common Stock are directly held by the Gabriel Jihwan Lee Non-Grantor Directed Trust. Hoansoo Lee is the settlor of, and serves as investment advisor to, the Gabriel Jihwan Lee Non-Grantor Directed Trust, and the beneficiary of the trust is the child of Hoansoo Lee.