AEXA Sponsor LLC, SC SPAC Holdings LLC, and Chamath Palihapitiya filed a Schedule 13G reporting beneficial ownership in American Exceptionalism Acquisition Corp. A. The group reports 14,660,714 Class A Ordinary Shares, representing 29.6% of the class, with shared voting and dispositive power over the same amount.
The reported stake consists of 175,000 Class A shares and 14,485,714 Class A shares issuable upon conversion of Class B shares on a one-for-one basis, subject to conditions tied to the company’s initial business combination, share-price performance thresholds, or a change of control. The calculation of ownership uses an assumed total of 49,460,714 Class A shares, combining 34,675,000 Class A shares outstanding as of November 14, 2025 with 14,785,714 issuable upon conversion of all outstanding Class B shares. The Sponsor is the record holder; Mr. Palihapitiya and SC SPAC Holdings may be deemed to beneficially own the shares through control interests and each disclaims beneficial ownership except to the extent of pecuniary interest.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
American Exceptionalism Acquisition Corp. A
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G0273J101
(CUSIP Number)
09/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G0273J101
1
Names of Reporting Persons
AEXA Sponsor LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,660,714.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,660,714.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,660,714.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
(1) Reflects (i) 175,000 Class A ordinary shares of American Exceptionalism Acquisition Corp. A (the "Company"), par value $0.0001 per share ("Class A Ordinary Shares") and (ii) 14,485,714 Class A Ordinary Shares, issuable upon conversion of 14,485,714 Class B ordinary shares of the Company, par value $0.0001 per share ("Class B Ordinary Shares"). As described in the Company'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 Company's initial business combination, upon the earlier of (A) the Company 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. AEXA Sponsor LLC (the "Sponsor") is the record holder of the shares reported herein. The Sponsor 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.
(2) The calculation assumes that there is a total of 49,460,714 Class A Ordinary Shares outstanding, which is the sum of (i) the 34,675,000 Class A Ordinary Shares outstanding as of November 14, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the "Report"), and (ii) the 14,785,714 Class A Ordinary Shares issuable upon conversion of the outstanding Class B Ordinary Shares, including the Class B Ordinary Shares held by the Sponsor.
SCHEDULE 13G
CUSIP No.
G0273J101
1
Names of Reporting Persons
SC SPAC Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,660,714.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,660,714.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,660,714.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
(1) Reflects (i) 175,000 Class A Ordinary Shares and (ii) 14,485,714 Class A Ordinary Shares, issuable upon conversion of 14,485,714 Class B Ordinary Shares. As described in the Company'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 Company's initial business combination, upon the earlier of (A) the Company 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. The Sponsor is the record holder of the shares reported herein. The Sponsor is managed by its manager, Chamath Palihapitiya. A majority of the voting interests of the Sponsor are held by 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.
(2) The calculation assumes that there is a total of 49,460,714 Class A Ordinary Shares outstanding, which is the sum of (i) the 34,675,000 Class A Ordinary Shares outstanding as of November 14, 2025, as reported in the Report, and (ii) the 14,785,714 Class A Ordinary Shares issuable upon conversion of the outstanding Class B Ordinary Shares, including the Class B Ordinary Shares held by the Sponsor.
SCHEDULE 13G
CUSIP No.
G0273J101
1
Names of Reporting Persons
Chamath Palihapitiya
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,660,714.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,660,714.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,660,714.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.6 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
(1) Reflects (i) 175,000 Class A Ordinary Shares and (ii) 14,485,714 Class A Ordinary Shares, issuable upon conversion of 14,485,714 Class B Ordinary Shares. As described in the Company'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 Company's initial business combination, upon the earlier of (A) the Company 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. The Sponsor is the record holder of the shares reported herein. The Sponsor is managed by its manager, Chamath Palihapitiya. A majority of the voting interests of the Sponsor are held by 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.
(2) The calculation assumes that there is a total of 49,460,714 Class A Ordinary Shares outstanding, which is the sum of (i) the 34,675,000 Class A Ordinary Shares outstanding as of November 14, 2025, as reported in the Report, and (ii) the 14,785,714 Class A Ordinary Shares issuable upon conversion of the outstanding Class B Ordinary Shares, including the Class B Ordinary Shares held by the Sponsor.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
American Exceptionalism Acquisition Corp. A
(b)
Address of issuer's principal executive offices:
506 Santa Cruz Ave., Suite 300 Menlo Park, CA 94025
Item 2.
(a)
Name of person filing:
This statement is being filed jointly pursuant to 240.13d-1(k)(1) on behalf of each of the following persons (collectively, the "Reporting Persons"):
1. AEXA Sponsor LLC
2. SC SPAC Holdings LLC
3. Chamath Palihapitiya
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows:
c/o American Exceptionalism Acquisition Corp. A, 506 Santa Cruz Ave., Suite 300 Menlo Park, CA 94025
(c)
Citizenship:
See responses to Item 4 on each cover page.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G0273J101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See responses to Item 9 on each cover page.
(b)
Percent of class:
See responses to Item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
None.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
AEXA Sponsor LLC
Signature:
By:
Name/Title:
Chamath Palihapitiya, Manager
Date:
11/14/2025
SC SPAC Holdings LLC
Signature:
By: SC Master Holdings, LLC, its sole member
Name/Title:
Chamath Palihapitiya, Manager
Date:
11/14/2025
Signature:
By: Social Capital Group LLC, its sole member
Name/Title:
Chamath Palihapitiya, Manager
Date:
11/14/2025
Signature:
By:
Name/Title:
Chamath Palihapitiya, Manager
Date:
11/14/2025
Chamath Palihapitiya
Signature:
/s/ Chamath Palihapitiya
Name/Title:
Chamath Palihapitiya
Date:
11/14/2025
Comments accompanying signature: Exhibit Index
Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.
What did AEXA (American Exceptionalism Acquisition Corp. A) disclose in this Schedule 13G?
AEXA Sponsor LLC, SC SPAC Holdings LLC, and Chamath Palihapitiya reported beneficial ownership of 14,660,714 Class A shares, or 29.6% of the class, with shared voting and dispositive power.
How is the 14,660,714-share position in AEXA composed?
It includes 175,000 Class A shares and 14,485,714 Class A shares issuable upon one-for-one conversion of Class B shares, subject to stated conditions.
What assumptions were used to calculate the 29.6% ownership for AEXA?
The calculation assumes 49,460,714 Class A shares outstanding: 34,675,000 Class A outstanding as of November 14, 2025 plus 14,785,714 issuable upon conversion of all outstanding Class B shares.
Who holds voting and dispositive power over the reported AEXA shares?
The Reporting Persons have shared voting power and shared dispositive power over 14,660,714 shares; the Sponsor is the record holder.
What conditions govern conversion of AEXA Class B to Class A shares?
Class B converts one-for-one on or prior to the tenth anniversary of the initial business combination upon share-price thresholds or upon a change of control, as described.
What is the date of the event requiring this filing for AEXA?
The date of the event is September 30, 2025.
Do the Reporting Persons claim full ownership of AEXA shares held by the Sponsor?
Mr. Palihapitiya and SC SPAC Holdings may be deemed to beneficially own through control interests and each disclaims beneficial ownership except to pecuniary interest.
