Amendment: SEC Form 3 filed by new insider Aexa Sponsor Llc
$AEXA
| 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*
(Street)
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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 ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 09/25/2025 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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 | |
| 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. | ||