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  4. [Form 4/A] American Exceptionalism Acquisition Corp. A Amended Insider Trading Activity

American Exceptionalism Acquisition (AEXA) insiders amend filing on 175,000-share purchase

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

American Exceptionalism Acquisition Corp. A insider entities reported the acquisition of 175,000 Class A ordinary shares on 09/29/2025 at $10 per share. The shares were acquired directly by AEXA Sponsor LLC under a Private Placement Shares Purchase Agreement dated September 25, 2025.

The filing lists AEXA Sponsor LLC, SC SPAC Holdings LLC and Chamath Palihapitiya as reporting persons, each identified as both a director (by deputization) and a 10% owner. SC SPAC Holdings and Mr. Palihapitiya may be deemed to beneficially own the shares through their interests and control of the Sponsor, while disclaiming beneficial ownership except for their pecuniary interests.

This is an amendment to a Form 4 originally filed on September 25, 2025, updating the reporting structure to use SC SPAC Holdings LLC’s own CIK codes without changing the underlying beneficial ownership.

Positive

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Negative

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Insider AEXA Sponsor LLC, Palihapitiya Chamath, SC SPAC Holdings LLC
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
Grant/Award Class A Ordinary Shares 175,000 $10.00 $1.75M
Holdings After Transaction: Class A Ordinary Shares — 175,000 shares (Direct)
Footnotes (1)
  1. Represents shares directly held by AEXA Sponsor LLC (the "Sponsor") and which were acquired pursuant to a Private Placement Shares Purchase Agreement, dated as of September 25, 2025, between the Sponsor and American Exceptionalism Acquisition Corp. A (the "Issuer"). The reporting owner, 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 4/A amends the original Form 4 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. (Continued from footnote 2) This Form 4/A now utilizes SC SPAC Holdings LLC's personal CIK codes, identifying it as the Reporting Owner, with no alteration to its beneficial ownership.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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. Issuer Name and Ticker or Trading Symbol
American Exceptionalism Acquisition Corp. A [ AEXA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 09/29/2025 A 175,000(1) A $10 175,000 D(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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. Represents shares directly held by AEXA Sponsor LLC (the "Sponsor") and which were acquired pursuant to a Private Placement Shares Purchase Agreement, dated as of September 25, 2025, between the Sponsor and American Exceptionalism Acquisition Corp. A (the "Issuer").
2. The reporting owner, 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 4/A amends the original Form 4 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.
3. (Continued from footnote 2) This Form 4/A now utilizes SC SPAC Holdings LLC's personal CIK codes, identifying it as the Reporting Owner, with no alteration to its beneficial ownership.
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.
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
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).
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did AEXA report in this amended Form 4 for AEXA?

The filing reports that 175,000 Class A ordinary shares of American Exceptionalism Acquisition Corp. A were acquired on 09/29/2025 at a price of $10 per share, held directly by AEXA Sponsor LLC.

Who are the reporting persons in this AEXA Form 4/A?

The reporting persons are AEXA Sponsor LLC, SC SPAC Holdings LLC, and Chamath Palihapitiya. The shares are held in the name of AEXA Sponsor LLC, with SC SPAC Holdings and Mr. Palihapitiya potentially deemed beneficial owners through their interests and control.

What roles do the reporting persons have at American Exceptionalism Acquisition Corp. A (AEXA)?

The filing states that each reporting person is a director (by deputization) and a 10% owner of American Exceptionalism Acquisition Corp. A. The Sponsor and SC SPAC Holdings are deemed directors based on their relationship with Mr. Palihapitiya and the Sponsor.

Why was this AEXA Form 4/A filed as an amendment?

The amendment explains that the original Form 4 filed on September 25, 2025 reported SC SPAC Holdings LLC’s initial holdings using the issuer’s CIK as an interim measure. This amendment updates the filing to use SC SPAC Holdings LLC’s personal CIK codes as the reporting owner, with no change to beneficial ownership.

How were the 175,000 AEXA shares acquired according to the filing?

The 175,000 Class A ordinary shares were acquired by AEXA Sponsor LLC pursuant to a Private Placement Shares Purchase Agreement dated September 25, 2025 between the Sponsor and American Exceptionalism Acquisition Corp. A.

Do SC SPAC Holdings LLC and Chamath Palihapitiya claim full beneficial ownership of the AEXA shares?

The filing states that SC SPAC Holdings LLC and Chamath Palihapitiya may be deemed to beneficially own the shares held by the Sponsor due to their interests and shared control, but each disclaims beneficial ownership except to the extent of their pecuniary interest in those shares.