SCHEDULE: Palihapitiya Entities Report 29.6% Stake in American Exceptionalism

Chamath Palihapitiya and affiliated entities have reported a 29.6% beneficial ownership stake in American Exceptionalism Acquisition Corp. A, primarily through convertible Class B shares.

Summary

• AEXA Sponsor LLC, SC SPAC Holdings LLC, and Chamath Palihapitiya jointly reported beneficial ownership of 14,660,714 Class A Ordinary Shares in American Exceptionalism Acquisition Corp. A.
• This represents 29.6% of the total Class A Ordinary Shares outstanding.
• The reported ownership includes 175,000 existing Class A Ordinary Shares and 14,485,714 Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares.
• Class B Ordinary Shares will automatically convert into Class A Ordinary Shares on a one-for-one basis on or prior to the tenth anniversary of the company's initial business combination.
• Conversion can also occur earlier if specific share price performance thresholds are met post-business combination, or upon a change of control after the business combination.
• The calculation of the percentage of class assumes a total of 49,460,714 Class A Ordinary Shares outstanding, which includes 34,675,000 Class A shares as of November 14, 2025, and 14,785,714 Class A shares issuable from Class B conversions.

Sentiment

Score: 5

Explanation: The filing is a standard beneficial ownership disclosure (Schedule 13G) and does not contain information that inherently suggests a positive or negative sentiment. It is a factual report of ownership structure.

Future Outlook

Class B Ordinary Shares are set to automatically convert into Class A Ordinary Shares on or prior to the tenth anniversary of the company's initial business combination, with potential for earlier conversion based on share price performance thresholds or a change of control following the business combination.

Management Comments

• 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.

Industry Context

This filing is a standard disclosure for a SPAC sponsor and its affiliates, reporting their initial significant ownership stake, primarily through founder shares (Class B shares), which are common in SPAC structures to align sponsor interests with long-term company performance post-de-SPAC.

Related Party Transactions

• Chamath Palihapitiya, as manager of AEXA Sponsor LLC and controller of SC SPAC Holdings LLC, is deemed to beneficially own shares held by the Sponsor, highlighting the interconnected ownership structure among the reporting persons.

Stakeholder Impact

• Shareholders: The significant beneficial ownership by the sponsor and its controller, Chamath Palihapitiya, represents a substantial voting and economic interest, potentially influencing future corporate decisions and aligning sponsor interests with long-term shareholder value through the Class B share conversion mechanism.

Next Steps

• Conversion of Class B Ordinary Shares into Class A Ordinary Shares on or prior to the tenth anniversary of the initial business combination.
• Potential earlier conversion of Class B Ordinary Shares upon meeting certain share price performance thresholds following the initial business combination.
• Potential earlier conversion of Class B Ordinary Shares upon a change of control subsequent to the completion of the initial business combination.

Key Dates

Keywords

American Exceptionalism Acquisition Corp. A, AEXA Sponsor LLC, SC SPAC Holdings LLC, Chamath Palihapitiya, Schedule 13G, beneficial ownership, Class A Ordinary Shares, Class B Ordinary Shares, SPAC, founder shares, equity stake