Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| 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: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Comments accompanying signature: Exhibit Index Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.