Exascale Labs: ARC reports 4.95M-share holding

A 1,000,000-share sale agreement has not yet resulted in delivery; those shares remain held by ARC Group International Limited.

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Form Type

Rhea-AI Filing Summary

Exascale Labs Holdings Inc. (XLAB) is reported as having 4,946,413 Class A common shares held directly by ARC Group International Limited, its ten-percent owner, as of October 7, 2026. The same holding is also attributed indirectly to ARC Group Limited and Abraham Cinta, ARC Group’s chief executive officer and a director, who has voting and dispositive power.

The holding includes 1,000,000 shares ARC Group International Limited agreed in June 2026 to sell to Publico Partners Ltd; they remain with the holder pending delivery, and the purchase price has been received. It excludes 40,000 shares underlying private placement warrants held by the SPAC sponsor that have not been transferred.

Insights

Analyzing...

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider ARC Group International Ltd

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Class A Common Stock, par value $0.0001 ^{F1, F2}	--	--	--
holding	Class A Common Stock, Par Value $0.0001 ^{F1, F2}	--	--	--

Holdings After Transaction: Class A Common Stock, par value $0.0001 — 4,946,413 shares (Direct); Class A Common Stock, Par Value $0.0001 — 4,946,413 shares (Indirect, By ARC Group Limited and Abraham Cinta)

Footnotes (2)

F1. 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.
F2. 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.

Key Figures

Reported direct and indirect holding: 4,946,413 shares Shares under sale agreement: 1,000,000 shares Shares underlying private placement warrants: 40,000 shares +1 more

4 metrics

Reported direct and indirect holding 4,946,413 shares Class A common shares as of October 7, 2026

Shares under sale agreement 1,000,000 shares Agreed for sale to Publico Partners Ltd in June 2026; held pending delivery

Shares underlying private placement warrants 40,000 shares Held by the SPAC sponsor and not transferred to ARC Group International Limited

Warrant exercise price $11.50 per share Private placement warrants underlying the 40,000 shares

Key Terms

record holder, indirect beneficial ownership, voting and dispositive power, private placement warrants

4 terms

record holder regulatory

"the record holder and direct beneficial owner"

A record holder is the person or institution officially listed in a company’s books as the owner of shares, bonds or other securities on a specific date. Think of it like the name on the registration of a car: being the record holder determines who is eligible for dividends, voting at meetings, or other shareholder rights. Investors care because actions tied to a set date apply only to those recorded as owners.

indirect beneficial ownership regulatory

"have indirect beneficial ownership of the Shares"

voting and dispositive power regulatory

"has voting and dispositive power of them"

private placement warrants financial

"40,000 Shares underlying private placement warrants"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many XLAB shares does ARC Group International report owning?

ARC Group International Limited is reported as the direct record holder and beneficial owner of 4,946,413 Class A common shares as of October 7, 2026. The same shares are also attributed indirectly to ARC Group Limited and Abraham Cinta.

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

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Available on EDGAR 10/15/2026 - 09:17 PM EDT Accepted by SEC EDGAR 10/15/2026 - 09:16 PM EDT

SEC 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

ARC Group International Ltd

(Last)

(First)

(Middle)

UNIT 417, 4TH FLOOR, LIPPO CENTRE,

TOWER TWO, NO. 89 QUEENSWAY, ADMIRALTY

(Street)

HONG KONG

(City)

(State)

(Zip)

HONG KONG

(Country)

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 ]

3a. Foreign Trading Symbol
[N/A]

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
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⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

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.

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

Source: View Original Filing on SEC EDGAR