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

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1. Name and Address of Reporting Person ^*

Lee Hoan Soo

(Last)

(First)

(Middle)

820 GESSNER ROAD, SUITE 332

(Street)

HOUSTON,

77024

(City)

(State)

(Zip)

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 ]

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

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

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

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)
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)
Class B Common Stock, par value $0.0001	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock, par value $0.0001	2,000,000 ⁽³⁾	⁽¹⁾ ⁽²⁾	I	By HSL Capital Management LLC ⁽³⁾
Class B Common Stock, par value $0.0001	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock, par value $0.0001	1,000,000 ⁽⁴⁾	⁽¹⁾ ⁽²⁾	I	By 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 $0.0001	1,000,000 ⁽⁵⁾	⁽¹⁾ ⁽²⁾	I	By 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 $0.0001	1,000,000 ⁽⁶⁾	⁽¹⁾ ⁽²⁾	I	By 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 Lee	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 4 (b)(v).
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