American Exceptionalism appoints Teng to board

AEXA added independent director Michael Teng to its board and audit committee, with a 150,000 Class B share transfer from the sponsor tied to his appointment.

Rhea-AI Filing Summary

American Exceptionalism Acquisition Corp. A (AEXA) reported that on September 1, 2026, Michael Teng was appointed to its board of directors, effective immediately, and named to the board’s audit committee.

The board determined that Mr. Teng qualifies as an independent director under applicable SEC and New York Stock Exchange rules. In connection with his appointment, he entered into a joinder to the existing letter agreement with the company’s sponsor and insiders, a joinder to the company’s Registration Rights Agreement, and an indemnity agreement. The company will reimburse him for reasonable out-of-pocket expenses incurred as a director. On September 1, 2026, the sponsor transferred 150,000 Class B shares to Mr. Teng. The company states that, apart from this transfer and related agreements, there are no other arrangements for his appointment or related-party transactions requiring disclosure.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Class B shares transferred to director: 150,000 shares Director appointment date: September 1, 2026 Trading symbol: AEXA

3 metrics

Class B shares transferred to director 150,000 shares Transferred by the sponsor to Michael Teng on September 1, 2026

Director appointment date September 1, 2026 Effective date of Michael Teng’s appointment to the board and audit committee

Trading symbol AEXA Class A ordinary shares listed on the New York Stock Exchange

Key Terms

independent director, audit committee, Registration Rights Agreement, Indemnity Agreement, +1 more

5 terms

independent director regulatory

"The Board has determined that Mr. Teng is an independent director"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

audit committee financial

"the Board appointed Mr. Teng to serve as a member of the audit committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Registration Rights Agreement financial

"Joinder to the Registration Rights Agreement, dated September 1, 2026"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Indemnity Agreement regulatory

"Form of Indemnity Agreement, dated September 1, 2026, between the Company and Mr. Teng"

Item 404(a) of Regulation S-K regulatory

"nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K"

FAQ

What board change did American Exceptionalism Acquisition Corp. A (AEXA) announce?

The company announced that Michael Teng was appointed to its board of directors on September 1, 2026, effective immediately, and that he will also serve as a member of the board’s audit committee.

Is the new AEXA director Michael Teng considered independent?

Yes. The board determined that Michael Teng is an independent director under applicable SEC and New York Stock Exchange listing rules, which is important for audit committee composition and governance requirements.

What equity did Michael Teng receive in connection with joining AEXA’s board?

On September 1, 2026, the sponsor transferred 150,000 Class B shares of American Exceptionalism Acquisition Corp. A to Michael Teng in connection with his appointment as a director.

What agreements did Michael Teng enter into with AEXA?

In connection with his appointment, Michael Teng entered into a joinder to the Letter Agreement, a joinder to the Registration Rights Agreement, and an Indemnity Agreement with the company, aligning his rights and obligations with other insiders.

Will AEXA reimburse expenses for its new director Michael Teng?

Yes. The company will reimburse Michael Teng for reasonable out-of-pocket expenses incurred in connection with fulfilling his role as a director, as disclosed in the report.

Are there any related-party transactions disclosed involving Michael Teng and AEXA?

Apart from the 150,000 Class B share transfer from the sponsor and related agreements, the company states that Michael Teng is not party to arrangements for his appointment or transactions requiring disclosure under Item 404(a) of Regulation S-K.

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

Understanding 8-K Material Events →

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 09/04/2026 - 04:11 PM Accepted by SEC EDGAR 09/04/2026 - 04:10 PM Learn about SEC filing dates

940-63 false 0002079173 0002079173 2026-09-01 2026-09-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 1, 2026

AMERICAN EXCEPTIONALISM ACQUISITION CORP. A

(Exact name of registrant as specified in its charter)

Commission File Number: 001-42866

Cayman Islands		98-1871331
(State of Incorporation)		(I.R.S. Employer Identification No.)

801 Jefferson Ave., Suite 250 Redwood, CA		94063
(Address of principal executive offices)		(Zip Code)

(650) 521-9007

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A ordinary shares, $0.0001 par value per share		AEXA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 1, 2026, Michael Teng was appointed to the board of directors (the “Board”) of American Exceptionalism Acquisition Corp. A (the “Company”), effective immediately. In connection with Mr. Teng’s appointment, the Board appointed Mr. Teng to serve as a member of the audit committee of the Board, effective immediately. The Board has determined that Mr. Teng is an independent director under applicable Securities and Exchange Commission (“SEC”) and New York Stock Exchange listing rules.

In connection with his appointment to the Board, Mr. Teng entered into the following agreements with the Company:

• a joinder to that certain letter agreement, dated as of September 25, 2025, by and among the Company, its directors and officers and AEXA Sponsor LLC (the “Sponsor” and such letter agreement, the “Letter Agreement”), which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2025;

• a joinder to that certain registration rights agreement, dated as of September 25, 2025, by and among the Company, the Sponsor and the Holders thereto (the “Registration Rights Agreement”), which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2025; and

• a standard director indemnification agreement with the Company, the form of which was filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2025.

The foregoing descriptions of such agreements do not purport to be complete and are qualified in their entireties by the full text of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 and are incorporated herein by reference.

The Company will reimburse Mr. Teng for reasonable out-of-pocket expenses incurred in connection with fulfilling his role as a director. On September 1, 2026, the Sponsor transferred 150,000 Class B shares to Mr. Teng.

Other than the foregoing, Mr. Teng is not party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

-2-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Joinder to the Letter Agreement, dated September 1, 2026, between the Company and Mr. Teng.
10.2		Letter Agreement, dated as of September 25, 2025, among the Company, the Sponsor and the Company’s officers and directors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2025).
10.3		Joinder to the Registration Rights Agreement, dated September 1, 2026, between the Company and Mr. Teng.
10.4		Registration Rights Agreement, dated as of September 25, 2025, among the Company, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2025).
10.5		Form of Indemnity Agreement, dated September 1, 2026, between the Company and Mr. Teng (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

-3-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMERICAN EXCEPTIONALISM ACQUISITION CORP. A
Dated: September 4, 2026		By:				/s/ Steven Trieu
						Steven Trieu
						Chief Executive Officer

-4-

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 6.3 KB
• EX-10.3 EX-10.3 6.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB