[Form 3/A] American Exceptionalism Acquisition Corp. A Amended Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

American Exceptionalism Acquisition Corp. A filed an amended initial ownership report showing sponsor-related holdings in the company’s shares. The filing reports derivative ownership of 12,021,429 Class A ordinary shares underlying Class B founder shares held in the name of AEXA Sponsor LLC, which is managed by Chamath Palihapitiya. These Class B shares automatically convert into Class A shares on a one-for-one basis upon certain share price or change-of-control conditions after the company’s initial business combination, and 1,607,143 of the Class B shares are subject to forfeiture if the underwriters do not fully exercise their over-allotment option. The amendment clarifies that SC SPAC Holdings LLC is now identified with its own CIK as a reporting owner, with no change to its beneficial ownership.

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^*

AEXA Sponsor LLC

(Last) (First) (Middle)

AMERICAN EXCEPTIONALISM ACQUISITION

CORP. A 506 SANTA CRUZ AVE, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2025

3. Issuer Name and Ticker or Trading Symbol
American Exceptionalism Acquisition Corp. A [ AEXA ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/25/2025

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

	Form filed by One Reporting Person
X	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 Ordinary Shares	(1)	(1)	Class A Ordinary Shares	12,021,429	(1)	D

1. Name and Address of Reporting Person^*

AEXA Sponsor LLC

(Last) (First) (Middle)

AMERICAN EXCEPTIONALISM ACQUISITION

CORP. A 506 SANTA CRUZ AVE, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Palihapitiya Chamath

(Last) (First) (Middle)

AMERICAN EXCEPTIONALISM ACQUISITION

CORP. A 506 SANTA CRUZ AVE, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SC SPAC Holdings LLC

(Last) (First) (Middle)

AMERICAN EXCEPTIONALISM ACQUISITION

CORP. A 506 SANTA CRUZ AVE, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. As described in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-289701), under the heading "Description of Securities - Founder Shares," Class B ordinary shares will automatically convert into Class A ordinary shares on or prior to the tenth anniversary of the Issuer's initial business combination, upon the earlier of (A) the Issuer meeting certain share price performance thresholds following the completion of its initial business combination, and (B) subsequent to the completion of its initial business combination, the date on which a change of control occurs, in each case, on a one-for-one basis, subject to adjustment as provided therein. Includes 1,607,143 Class B ordinary shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full their option to purchase additional Class A ordinary shares.

Remarks:

On the basis of the relationship between the Sponsor, SC SPAC Holdings and Mr. Palihapitiya, the Sponsor and SC SPAC Holdings will be deemed directors by deputization. 2. The reporting owner, AEXA Sponsor LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its manager, Chamath Palihapitiya. A majority of the voting interests of the Sponsor are held by SC SPAC Holdings LLC ("SC SPAC Holdings"), which is controlled by Mr. Palihapitiya. Mr. Palihapitiya and SC SPAC Holdings may be deemed to beneficially own shares held by the Sponsor by virtue of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya and SC SPAC Holdings disclaims beneficial ownership of the shares held by the Sponsor, except to the extent of such person's pecuniary interest therein. This Form 3/A amends the original Form 3 filed on September 25, 2025, which reported SC SPAC Holdings LLC's initial holdings using the Issuer's CIK as an interim measure, pending receipt of SC SPAC Holdings LLC's personal CIK codes. This Form 3/A now utilizes SC SPAC Holdings LLC's personal CIK codes, identifying it as the Reporting Owner, with no alteration to its beneficial ownership.

	AEXA Sponsor LLC, By: /s/ Chamath Palihapitiya as Manager	12/30/2025
	Chamath Palihapitiya, By: /s/ Chamath Palihapitiya	12/30/2025
	SC SPAC Holdings LLC, By: /s/ Chamath Palihapitiya	12/30/2025
	** Signature of Reporting Person	Date
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