American Exceptionalism Acquisition (AEXA) director updates Form 3/A on 150,000 share derivative holding

Rhea-AI Filing Summary

American Exceptionalism Acquisition Corp. A director Mr. Athwal filed an amended beneficial ownership report. The filing shows derivative ownership tied to Class B ordinary shares that are convertible into 150,000 Class A ordinary shares under the terms described in the company’s registration statement.

The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis, subject to adjustment, upon certain share price performance thresholds, a change of control after the initial business combination, or by the tenth anniversary of that business combination. This amendment updates the filing to use Mr. Athwal’s personal SEC CIK codes rather than the issuer’s CIK and states that there is no alteration to his 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^*

Athwal Jas

(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		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)

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 Ordinary Shares	(1)	(1)	Class A Ordinary Shares	150,000	(1)	D

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.

Remarks:

This Form 3/A amends the original Form 3 filed on September 25, 2025, which reported Mr. Athwal's initial holdings using the Issuer's CIK as an interim measure, pending receipt of Mr. Athwal's personal CIK codes. This Form 3/A now utilizes Mr. Athwal's personal CIK codes, identifying him as the Reporting Owner, with no alteration to his beneficial ownership. Exhibit 24 - Power of Attorney.

	/s/ Jeffrey Vignos, as attorney-in-fact	12/30/2025
	** 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).
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FAQ

What does the amended Form 3/A for American Exceptionalism Acquisition Corp. A (AEXA) report?

The amended Form 3/A reports director Mr. Athwal’s beneficial ownership, including derivative securities related to Class B ordinary shares that are convertible into 150,000 Class A ordinary shares under specified conditions.

Did Mr. Athwal’s beneficial ownership in AEXA change in this Form 3/A?

No. The amendment explicitly states there is no alteration to Mr. Athwal’s beneficial ownership; it only updates the filing to use his personal SEC CIK codes instead of the issuer’s CIK.

How do AEXA Class B ordinary shares held by the director convert into Class A shares?

According to the description referenced from the registration statement, the Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis, subject to adjustment, in connection with the issuer’s initial business combination and upon meeting share price performance thresholds or a change of control, or by the tenth anniversary of the initial business combination.

What amount of AEXA Class A ordinary shares underlies the derivative securities reported?

The derivative securities are shown as being exercisable into 150,000 Class A ordinary shares, with ownership reported as direct (D).

Why was this AEXA Form 3/A amendment filed on September 25, 2025?

The amendment explains that the original filing reported Mr. Athwal’s initial holdings using the issuer’s CIK as an interim measure. This amended filing now uses Mr. Athwal’s personal CIK codes and identifies him as the reporting owner, without changing the reported beneficial ownership.

Who signed the amended Form 3/A for AEXA and in what capacity?

The amended Form 3/A was signed by /s/ Jeffrey Vignos acting as attorney-in-fact, with an attached Power of Attorney referenced as Exhibit 24.