10/01/2025 | Press release | Distributed by Public on 10/01/2025 16:35
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
AEXA Sponsor LLC AMERICAN EXCEPTIONALISM ACQUISITION CORP. A 506 SANTA CRUZ AVE, SUITE 300 MENLO PARK, CA 94025 |
X | X | ||
Palihapitiya Chamath AMERICAN EXCEPTIONALISM ACQUISITION CORP. A 506 SANTA CRUZ AVE, SUITE 300 MENLO PARK, CA 94025 |
X | X | ||
American Exceptionalism Acquisition Corp. A AMERICAN EXCEPTIONALISM ACQUISITION CORP. A 506 SANTA CRUZ AVE, SUITE 300 MENLO PARK, CA 94025 |
X | X |
AEXA Sponsor LLC, By: /s/ Chamath Palihapitiya as Manager | 10/01/2025 | |
**Signature of Reporting Person | Date | |
Chamath Palihapitiya, By: /s/ Chamath Palihapitiya | 10/01/2025 | |
**Signature of Reporting Person | Date | |
SC SPAC Holdings LLC, By: /s/ Chamath Palihapitiya | 10/01/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(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 initial holding statement for SC SPAC Holdings has been made using the Issuer's CIK codes in order to satisfy Form 4 filing requirements. An amendment will be filed for SC SPAC Holdings upon receipt of its CIK filer codes from the SEC. |
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. |