Exascale Labs: ARC Group reports 14.7% stake

The reported 14.7% stake includes 1,000,000 shares under a June 2026 sale agreement that remain with AGIL pending delivery.

Rhea-AI Filing Summary

Exascale Labs Holdings Inc. (XLAB) has a reported beneficial ownership position of 4,946,413 shares of Class A common stock, or 14.7% of the class. The same amount is reported by ARC Group International Limited (AGIL), its parent ARC Group Limited, and Abraham Cinta, ARC Group's chief executive officer and a director. AGIL is the record holder; AGIL and ARC Group report shared voting and dispositive power, while Cinta reports sole voting and dispositive power.

The 14.7% is based on 33,689,050 shares outstanding, as reported by the issuer in its Annual Report on Form 10-K filed September 28, 2026. The beneficial ownership amount includes 1,000,000 shares AGIL agreed in June 2026 to sell to Publico Partners Ltd.; they remain held by AGIL pending delivery. It excludes 40,000 shares underlying private placement warrants exercisable at $11.50 per share, which remain with the SPAC sponsor and have not been transferred to AGIL. The joint filing agreement was signed by Carlos Lopez, a director, and Abraham Cinta, a director.

Key Figures

Beneficially owned Class A common shares: 4,946,413 shares Percentage of class: 14.7% Class A common shares outstanding: 33,689,050 shares +3 more

6 metrics

Beneficially owned Class A common shares 4,946,413 shares The same amount is reported by AGIL, ARC Group Limited, and Abraham Cinta.

Percentage of class 14.7% Based on 33,689,050 Class A common shares outstanding as reported in the issuer's Annual Report on Form 10-K filed September 28, 2026.

Class A common shares outstanding 33,689,050 shares Share count cited as the basis for the 14.7% ownership calculation.

Shares agreed to be sold 1,000,000 shares AGIL agreed in June 2026 to sell them to Publico Partners Ltd.; they remain held by AGIL pending delivery.

Shares underlying private placement warrants 40,000 shares Excluded from the reported beneficial ownership amount; the warrants remain with the SPAC sponsor and have not been transferred to AGIL.

Warrant exercise price $11.50 per share Exercise price of the private placement warrants associated with the excluded shares.

Key Terms

beneficially owned, shared voting power, dispositive power, private placement warrants

4 terms

beneficially owned regulatory

"Amount beneficially owned: 4,946,413"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power regulatory

"Shared Voting Power 4,946,413.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power regulatory

"Shared Dispositive Power 4,946,413.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

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.

What percentage of XLAB does the reported beneficial ownership represent?

The reported 4,946,413 shares equal 14.7% of the Class A common stock, based on 33,689,050 shares outstanding as reported in Exascale Labs Holdings Inc.'s Annual Report on Form 10-K filed September 28, 2026.

What happened to the 1,000,000 XLAB shares AGIL agreed to sell?

AGIL agreed in June 2026 to sell 1,000,000 shares to Publico Partners Ltd. AGIL has received the purchase price, but the shares remain held by AGIL pending delivery.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/15/2026 - 04:30 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:29 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Exascale Labs Holdings Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

30066G102

(CUSIP Number)

10/07/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 30066G102

1

Names of Reporting Persons

ARC Group International Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,946,413.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,946,413.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,946,413.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

14.7 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 30066G102

1

Names of Reporting Persons

ARC Group Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,946,413.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,946,413.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,946,413.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

14.7 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 30066G102

1

Names of Reporting Persons

Abraham Cinta

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MEXICO

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,946,413.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,946,413.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,946,413.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

14.7 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Exascale Labs Holdings Inc.
(b)	Address of issuer's principal executive offices: 820 Gessner Road, Suite 332, Houston, TX 77024
Item 2.
(a)	Name of person filing: This statement is filed jointly by: (i) ARC Group International Limited ("AGIL"), the record holder of the securities being reported, (ii) ARC Group Limited ("ARC Group"), of which AGIL is a wholly-owned subsidiary, and (iii) Mr. Abraham Cinta, who is the chief executive officer and a director of ARC Group and who may be deemed to have voting and dispositive power of the securities beneficially owned by the Reporting Persons.
(b)	Address or principal business office or, if none, residence: The address of each Reporting Person is c/o ARC Group International Limited, Unit 417, 4th Floor, Lippo Centre, Tower Two, No. 89 Queensway, Admiralty, Hong Kong.
(c)	Citizenship: AGIL: Hong Kong ARC Group: Hong Kong; Mr. Cinta: Mexico
(d)	Title of class of securities: Class A Common Stock, par value $0.0001
(e)	CUSIP Number(s): 30066G102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 4,946,413, including 1,000,000 shares 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 excluding 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.
(b)	Percent of class: 14.7%, based on 33,689,050 shares of Class A Common Stock outstanding as reported by the issuer in its Annual Report on Form 10-K filed on September 28, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 4,946,413 (Mr. Cinta only)
	(ii) Shared power to vote or to direct the vote: 4,946,413 (AGIL and ARC Group)
	(iii) Sole power to dispose or to direct the disposition of: 4,946,413 (Mr. Cinta only)
	(iv) Shared power to dispose or to direct the disposition of: 4,946,413 (AGIL and ARC Group)
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ARC Group International Limited

Signature:	/s/ Carlos Lopez
Name/Title:	Carlos Lopez, Director
Date:	10/15/2026

ARC Group Limited

Signature:	/s/ Abraham Cinta
Name/Title:	Abraham Cinta, Director
Date:	10/15/2026

Abraham Cinta

Signature:	/s/ Abraham Cinta
Name/Title:	Abraham Cinta
Date:	10/15/2026

Comments accompanying signature: Joint Filing Agreement