American Exceptionalism director holds 150K founder shares

AEXA director Michael Kaiway Teng reports initial holdings of 150,000 Class B founder shares convertible into Class A shares under specified post-combination conditions.

Rhea-AI Filing Summary

American Exceptionalism Acquisition Corp. A (AEXA) reported the initial ownership of one of its directors, Michael Kaiway Teng, on a Form 3. Teng is shown as directly holding 150,000 Class B Ordinary Shares, which are founder shares.

According to the company’s prior Registration Statement, these Class B Ordinary Shares automatically convert into Class A Ordinary Shares on a one-for-one basis upon completion of AEXA’s initial business combination and the occurrence of specified share-price or change-of-control conditions, or in any event on or prior to the tenth anniversary of that business combination.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Teng Michael Kaiway

Role Director

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares F1	--	--	--

Holdings After Transaction: Class B Ordinary Shares — 150,000 contracts (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Class B Ordinary Shares held: 150,000 shares Underlying Class A Ordinary Shares: 150,000 shares Automatic conversion horizon: Tenth anniversary

3 metrics

Class B Ordinary Shares held 150,000 shares Directly held by director Michael Kaiway Teng as reported on Form 3

Underlying Class A Ordinary Shares 150,000 shares Underlying shares into which the reported Class B Ordinary Shares may convert on a one-for-one basis

Automatic conversion horizon Tenth anniversary Class B shares convert into Class A shares on or prior to the tenth anniversary of AEXA’s initial business combination, subject to stated conditions

Key Terms

Class B Ordinary Shares, Class A Ordinary Shares, Founder Shares, initial business combination, +1 more

5 terms

Class B Ordinary Shares financial

"Class B ordinary shares will automatically convert into Class A ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A Ordinary Shares financial

"Class B ordinary shares will automatically convert into Class A ordinary shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Founder Shares financial

"under the heading "Description of Securities - Founder Shares," Class B ordinary shares"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

initial business combination financial

"on or prior to the tenth anniversary of the Issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

change of control financial

"the date on which a change of control occurs, in each case, on a one-for-one basis"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider ownership did AEXA report for director Michael Kaiway Teng on this Form 3?

The filing reports that director Michael Kaiway Teng directly holds 150,000 Class B Ordinary Shares of American Exceptionalism Acquisition Corp. A, which are characterized as founder shares and are convertible into Class A Ordinary Shares under specified conditions.

How many AEXA Class A shares are underlying Teng’s Class B founder shares?

The filing shows that Teng’s 150,000 Class B Ordinary Shares are convertible into 150,000 underlying Class A Ordinary Shares on a one-for-one basis, subject to the conversion conditions described in the company’s Registration Statement on Form S-1.

When do Teng’s AEXA Class B shares convert into Class A shares?

The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares on or prior to the tenth anniversary of AEXA’s initial business combination, upon certain share price performance thresholds or upon a change of control after the initial business combination, on a one-for-one basis.

Are Teng’s AEXA holdings reported as direct or indirect ownership?

The Form 3 reports Teng’s 150,000 Class B Ordinary Shares as held on a direct ownership basis. No indirect ownership entity or special nature of ownership is indicated for this position in the filing.

Does this AEXA Form 3 show any recent buy or sell transactions by Teng?

No. The Form 3 functions as an initial statement of beneficial ownership and shows Teng’s 150,000 Class B Ordinary Shares as a holding entry, with no reported purchase or sale transactions and no transaction price information.

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

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Available on EDGAR 09/08/2026 - 06:21 PM Accepted by SEC EDGAR 09/08/2026 - 06:20 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Teng Michael Kaiway

(Last) (First) (Middle)

AMERICAN EXCEPTIONALISM ACQUISITION

CORP. A 801 JEFFERSON AVE., SUITE 250

(Street)

REDWOOD CALIFORNIA 94063

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2026

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

3a. Foreign Trading Symbol

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

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

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

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:

Power of Attorney as Exhibit 24.1.

	/s/ Jeffrey Vignos, as attorney-in-fact	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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)