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Exascale Labs CEO reports 5M Class B shares

Exascale Labs CEO Lee Hoan Soo reports 5 million indirectly held Class B shares, each convertible 1:1 into Class A.

(Moderate)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Exascale Labs Holdings Inc. (XLAB) disclosed that director and Chief Executive Officer Lee Hoan Soo has reported indirect holdings of Class B Common Stock that are convertible into Class A shares. The holdings include 2,000,000 Class B shares held by HSL Capital Management LLC, where he is sole member and manager with sole voting and dispositive power.

Additional indirect holdings comprise 1,000,000 Class B shares in each of the Jisu Paul Lee, Sophia Jisun Lee, and Gabriel Jihwan Lee Non-Grantor Directed Trusts, where he is settlor and investment advisor and each trust’s beneficiary is his child. Each Class B share converts into one Class A share at the holder’s option and automatically converts upon certain transfers to non‑Qualified Stockholders.

Positive

  • None.

Negative

  • None.
Insider Lee Hoan Soo
Role Chief Executive Officer
Type Security Shares Price Value
holding Class B Common Stock, par value $0.0001 F1, F2, F3 -- -- --
holding Class B Common Stock, par value $0.0001 F1, F2, F4 -- -- --
holding Class B Common Stock, par value $0.0001 F1, F2, F5 -- -- --
holding Class B Common Stock, par value $0.0001 F1, F2, F6 -- -- --
Holdings After Transaction: Class B Common Stock, par value $0.0001 — 2,000,000 contracts (Indirect, By HSL Capital Management LLC); Class B Common Stock, par value $0.0001 — 1,000,000 contracts (Indirect, By the Jisu Paul Lee Non-Grantor Directed Trust); Class B Common Stock, par value $0.0001 — 1,000,000 contracts (Indirect, By the Sophia Jisun Lee Non-Grantor Directed Trust); Class B Common Stock, par value $0.0001 — 1,000,000 contracts (Indirect, By the Gabriel Jihwan Lee Non-Grantor Directed Trust)
Footnotes (6)
  1. F1. Each 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.
  2. 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.
  3. F3. The 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.
  4. F4. The 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.
  5. F5. The 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.
  6. F6. The 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.
Indirect Class B shares via HSL Capital Management LLC 2,000,000 shares Class B Common Stock indirectly held through HSL Capital Management LLC as of August 27, 2026
Indirect Class B shares via Jisu Paul Lee Non-Grantor Directed Trust 1,000,000 shares Class B Common Stock held by the Jisu Paul Lee Non-Grantor Directed Trust
Indirect Class B shares via Sophia Jisun Lee Non-Grantor Directed Trust 1,000,000 shares Class B Common Stock held by the Sophia Jisun Lee Non-Grantor Directed Trust
Indirect Class B shares via Gabriel Jihwan Lee Non-Grantor Directed Trust 1,000,000 shares Class B Common Stock held by the Gabriel Jihwan Lee Non-Grantor Directed Trust
Total reported indirect Class B holdings 5,000,000 shares Sum of indirect Class B Common Stock positions reported for August 27, 2026
Class B to Class A conversion ratio 1 Class B share for 1 Class A share Each Class B Common Stock share converts into one Class A Common Stock share
Class B Common Stock financial
"Each share of Class B Common Stock converts into one share of Class A"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Qualified Stockholder financial
""Qualified Stockholder" means (i) Hoansoo Lee or Wenying Jia, (ii) the"
Non-Grantor Directed Trust financial
"are directly held by the Jisu Paul Lee Non-Grantor Directed Trust"
voting and dispositive power financial
"and has sole voting and dispositive power with respect to the shares"

FAQ

What insider holdings did XLAB CEO Lee Hoan Soo report on this Form 3?

He reported indirect holdings of 5,000,000 shares of Class B Common Stock, consisting of 2,000,000 shares via HSL Capital Management LLC and 1,000,000 shares in each of three Non-Grantor Directed Trusts for his children, all as of August 27, 2026.

How are Lee Hoan Soo’s XLAB Class B shares held indirectly?

The filing states 2,000,000 Class B shares are held by HSL Capital Management LLC, where he is sole member and manager, and 1,000,000 Class B shares each are held by the Jisu Paul Lee, Sophia Jisun Lee, and Gabriel Jihwan Lee Non-Grantor Directed Trusts.

What conversion right applies to Exascale Labs’ Class B Common Stock reported here?

Each share of Class B Common Stock converts into one share of Class A Common Stock at the option of the holder at any time upon written notice to the company’s transfer agent, according to the footnotes describing these holdings.

When do XLAB Class B shares automatically convert into Class A shares?

Each Class B share automatically converts into one Class A share upon a transfer of that share other than to a Qualified Stockholder, as defined in the footnotes, which detail who qualifies for that status.

Does this XLAB Form 3 show any insider purchases or sales by Lee Hoan Soo?

No. The Form 3 lists holding entries only for indirect ownership of Class B shares. The transaction summary reports zero buy, sell, acquire, dispose, gift, or exercise transactions, indicating this is an initial ownership report rather than a trading record.

What authority does Lee Hoan Soo have over the HSL Capital Management LLC XLAB shares?

For the 2,000,000 Class B shares held by HSL Capital Management LLC, the footnotes state that Hoan Soo Lee is the sole member and manager and has sole voting and dispositive power with respect to those shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Lee Hoan Soo

(Last)(First)(Middle)
820 GESSNER ROAD, SUITE 332

(Street)
HOUSTON, TEXAS 77024

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
08/27/2026
3. Issuer Name and Ticker or Trading Symbol
Exascale Labs Holdings Inc. [ XLAB ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
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)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock, par value $0.0001 (1)(2) (1)(2)Class A Common Stock, par value $0.00012,000,000(3)(1)(2)IBy HSL Capital Management LLC(3)
Class B Common Stock, par value $0.0001 (1)(2) (1)(2)Class A Common Stock, par value $0.00011,000,000(4)(1)(2)IBy the Jisu Paul Lee Non-Grantor Directed Trust(4)
Class B Common Stock, par value $0.0001 (1)(2) (1)(2)Class A Common Stock, par value $0.00011,000,000(5)(1)(2)IBy the Sophia Jisun Lee Non-Grantor Directed Trust(5)
Class B Common Stock, par value $0.0001 (1)(2) (1)(2)Class A Common Stock, par value $0.00011,000,000(6)(1)(2)IBy the Gabriel Jihwan Lee Non-Grantor Directed Trust(6)
Explanation of Responses:
1. Each 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.
2. "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.
3. The 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.
4. The 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.
5. The 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.
6. The 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.
/s/ Hoansoo Lee09/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 3: SEC 1473 (03-26)

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