Exascale Labs director reports 25.6M Class B stake

Exascale Labs Holdings Inc. (XLAB) reports the initial beneficial ownership of director Jia Wenying.

Rhea-AI Filing Summary

Exascale Labs Holdings Inc. (XLAB) reports the initial beneficial ownership of director Jia Wenying. The filing shows indirect ownership of 25,645,739 shares of Class B Common Stock, held through Zerowave Ltd, which are convertible on a one-for-one basis into Class A Common Stock.

Jia Wenying is the sole member and manager of Zerowave Ltd and has sole voting and dispositive power over these shares. Class B shares may convert into Class A at the holder’s option at any time by written notice to the transfer agent and automatically convert upon certain transfers to non‑Qualified Stockholders.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jia Wenying

Role Director

Type	Security	Shares	Price	Value
holding	Class B Common Stock, par value $0.0001 F1, F2, F3	--	--	--

Holdings After Transaction: Class B Common Stock, par value $0.0001 — 25,645,739 contracts (Indirect, By Zerowave Ltd)

Footnotes (3)

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 25,645,739 shares of Class B Common Stock are directly held by Zerowave Ltd. Wenying Jia is the sole member and manager of Zerowave Ltd and has sole voting and dispositive power with respect to the shares directly held by Zerowave Ltd.

Key Figures

Indirect Class B Common Stock held: 25,645,739 shares Underlying Class A Common Stock: 25,645,739 shares Par value per share (Class A and B): $0.0001

3 metrics

Indirect Class B Common Stock held 25,645,739 shares Class B Common Stock held indirectly through Zerowave Ltd as reported on Form 3

Underlying Class A Common Stock 25,645,739 shares Each Class B share is convertible into one share of Class A Common Stock

Par value per share (Class A and B) $0.0001 Par value for both Class A and Class B Common Stock as described in the filing

Key Terms

Class B Common Stock, Class A Common Stock, Qualified Stockholder, voting and dispositive power

4 terms

Class B Common Stock financial

"The 25,645,739 shares of Class B Common Stock are directly held by Zerowave Ltd."

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.

Class A Common Stock financial

"Each share of Class B Common Stock converts into one share of Class A Common Stock."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Qualified Stockholder financial

""Qualified Stockholder" means (i) Hoansoo Lee or Wenying Jia, (ii) the registered holder..."

voting and dispositive power financial

"Wenying Jia is the sole member and manager of Zerowave Ltd and has sole voting and dispositive power..."

FAQ

What insider position does Jia Wenying report in Exascale Labs Holdings Inc. (XLAB)?

The Form 3 reports that Jia Wenying, a director of Exascale Labs Holdings Inc., indirectly beneficially owns 25,645,739 shares of Class B Common Stock, all held through Zerowave Ltd, with sole voting and dispositive power over those shares.

How many Exascale Labs (XLAB) shares can be converted into Class A for this insider?

The filing states that 25,645,739 Class B shares held through Zerowave Ltd are each convertible into one share of Class A Common Stock, so there are 25,645,739 underlying Class A shares associated with this holding.

How does the Class B to Class A conversion work for XLAB shares?

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, and automatically converts upon certain transfers to non‑Qualified Stockholders.

Who actually holds the 25,645,739 XLAB Class B shares reported on this Form 3?

The 25,645,739 shares of Class B Common Stock are directly held by Zerowave Ltd. The filing states that Wenying Jia is the sole member and manager of Zerowave Ltd and has sole voting and dispositive power over these shares.

What is a Qualified Stockholder in the Exascale Labs (XLAB) dual-class structure?

The filing defines a “Qualified Stockholder” to include Hoansoo Lee or Wenying Jia, the registered holder of a Class B share on August 27, 2026, certain permitted transferees such as trusts, IRAs, entities or foundations, and transferees receiving shares in permitted transfers.

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Available on EDGAR 09/08/2026 - 12:41 PM Accepted by SEC EDGAR 09/08/2026 - 12:41 PM Learn about SEC filing dates

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
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hours per response:			0.5

1. Name and Address of Reporting Person^*

Jia Wenying

(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)

X	Director		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)

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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock, par value $0.0001	(1)(2)	(1)(2)	Class A Common Stock, par value $0.0001	25,645,739(3)	(1)(2)	I	By Zerowave Ltd(3)

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 25,645,739 shares of Class B Common Stock are directly held by Zerowave Ltd. Wenying Jia is the sole member and manager of Zerowave Ltd and has sole voting and dispositive power with respect to the shares directly held by Zerowave Ltd.

	/s/ Wenying Jia	09/08/2026
	** 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)