American Exceptionalism Acquisition Corp. A

As filed with the U.S. Securities and Exchange Commission on August 18, 2025.

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

506 Santa Cruz Ave., Suite 300

Menlo Park,

CA

Telephone: (650)

521-9007

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Chamath Palihapitiya

Chairman

c/o American Exceptionalism Acquisition Corp. A

506 Santa Cruz Ave., Suite 300

Menlo Park,

CA

Telephone: (650)

521-9007

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

Rule 12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 18, 2025

PRELIMINARY PROSPECTUS

$250,000,000

25,000,000 Class A Ordinary Shares

American Exceptionalism Acquisition Corp. A is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination in any business or industry, we intend to capitalize on the ability of our management team and initially focus our search on identifying a prospective target business that can benefit from our founder Chamath Palihapitiya’s historical areas of business expertise.

This is an initial public offering of our Class A ordinary shares, par value $0.0001 per share, at an initial public offering price per share of $10.00. The underwriter has a

45-day

option from the date of this prospectus to purchase up to an additional 3,750,000 Class A ordinary shares to cover over-allotments, if any. Unlike other initial public offerings of special purpose acquisition companies, investors in this offering will not receive any warrants (which would typically become exercisable following completion of an initial business combination).

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their Class A ordinary shares that were sold in this offering, which we refer to collectively throughout this prospectus as our public shares, upon the completion of our initial business combination at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then-issued and outstanding public shares, subject to the limitations and on the conditions described herein.

See “

Summary

—

—

Redemption rights for public shareholders upon completion of our initial business combination

” and

“

Summary

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—

Redemption of public shares and distribution and liquidation if no initial business combination”

for more information.

Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.

See “

Summary

—

—

Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote

” for further discussion on certain limitations on redemption rights.

Our sponsor, AEXA Sponsor LLC, has agreed to purchase an aggregate of 175,000 Class A ordinary shares (regardless of whether the underwriter’s over-allotment option is exercised in full), at a price of $10.00 per share, or $1,750,000 in the aggregate (regardless of whether the underwriter’s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. We refer to these Class A ordinary shares throughout this prospectus as the private placement shares. Each private placement share will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination.

See “

Summary

—

—

Private placement shares

—

Transfer restrictions on private placement shares

Management’s Discussion and Analysis of Financial Condition and Results of Operations

—

Principal Shareholders

—

Restrictions on Transfers of Founder Shares and Private Placement Shares

Principal Shareholders

—

Certain Relationships and Related Party Transactions

,” and “

—

Private Placement Shares

On July 25, 2025, our sponsor paid $25,000, or approximately $0.002 per share, to cover certain of our offering costs in exchange for 12,321,429 Class B ordinary shares, par value $0.0001 per share, which we also refer to throughout this prospectus as founder shares. Up to 1,607,143 of the founder shares will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriter’s over-allotment option is exercised. The founder shares outstanding following the completion of the offering will only automatically convert into Class A ordinary shares on or prior to the tenth anniversary of our initial business combination, upon the earlier of (i) (A) solely with respect to

of such aggregate number of founder shares, a time after the completion of our initial business combination in which the last reported sale price of Class A ordinary shares for any 20 trading days within a

day period commencing after the completion of the initial business combination equals or exceeds $15.00, (B) solely with respect to an additional

of such aggregate number of founder shares, a time after the completion of our initial business combination in which the last reported sale price of Class A ordinary shares for any 20 trading days within a

day period commencing after the completion of the initial business combination equals or exceeds $17.50, and (C) solely with respect to the remaining

of such aggregate number of founder shares, a time after the completion of our initial business combination in which the last reported sale price of Class A ordinary shares for any 20 trading days within a

day period commencing after the completion of the initial business combination equals or exceeds $20.00, and (ii) subsequent to the completion of our initial business combination, the date on which a change of control occurs, in each case of clause (i) or clause (ii), on a

one-for-one

basis, subject to adjustment, as described in the section entitled “

”. Any founder shares that have not converted into Class A ordinary shares pursuant to the immediately preceding sentence on the date that is ten years after the completion of the initial business combination will be returned to us for cancellation for no consideration. If we increase or decrease the size of the offering, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders, subject to the satisfaction of the stock price thresholds described above, at 30% of our issued and outstanding ordinary shares upon the consummation of this offering (not including the private placement shares). The Class A ordinary shares issuable in connection with the conversion of the founder shares on the terms described herein may result in material dilution to our public shareholders due to the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than

basis upon conversion. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.

See “

Summary

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—

Founder shares

Summary

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Transfer restrictions on founder shares

Summary

—

—

Summary

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Appointment and removal of directors and continuing the company outside of the Cayman Islands; voting rights

Summary

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—

” for further discussion on our sponsor’s and our affiliates’ securities.

We are not prohibited from paying any fees (including advisory fees, consulting fees or success fees) and reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including payment of consulting, legal, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial business combination. Prior to the closing of this offering, our sponsor agreed to loan us up to $2,000,000 to be used for a portion of the expenses of this offering. This loan may be repaid by us at any time, and is required to be repaid upon the earlier of December 31, 2027, the completion of our initial business combination or an earlier event of default. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us additional funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, no proceeds from our trust account would be used to repay such loaned amounts. Additionally, if the sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into private placement shares at $10.00 per share, resulting in the sponsor receiving an additional 150,000 private placement Class A ordinary shares, which could materially dilute our public shareholders. Further, we may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. We may also reimburse our sponsor for any

out-of-pocket

expenses related to identifying, investigating, negotiating and completing an initial business combination. Moreover, in the future, we may reimburse an affiliate of our sponsor for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services provided to us in an amount fixed at $10,000 per month. In 2025, our sponsor transferred founder shares to each of our independent director nominees. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and their affiliates on one hand, and purchasers in this offering on the other. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, directors or officers, or our or their affiliates.

See “

Summary

—

—

Limited payments to insiders

Use of Proceeds

Management’s Discussion and Analysis of Financial Condition and Results of Operations

—

Certain Relationships and Related Party Transactions

” for further discussion on compensation paid or to be paid to our sponsor and its affiliates.

As more fully discussed in “

Management

—

,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director may or may be required to present a business combination opportunity to such entities.

The low price that our sponsor, executive officers, and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a definitive agreement for an initial business combination within 24 months from the closing of this offering), or by such earlier liquidation date as our board of directors may approve, or such later period approved by our shareholders, the founder shares and private placement shares may be worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. We seek to mitigate this risk through the stock price thresholds applicable to the conversion of the founder shares described above and elsewhere in this prospectus. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

We have until the date that is 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a definitive agreement for an initial business combination within 24 months from the closing of this offering), or until such earlier liquidation date as our board of directors may approve, or such later period approved by our shareholders, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such time period and we wish to further extend the date by which we must consummate our initial business combination, we will seek shareholder approval to amend our amended and restated memorandum and articles of association toextend the date by which we must consummate our initial business combination, and holders of public shares will be offered an opportunity toredeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law. Such amendment to our amended and restated memorandum and articles of association may include limitations on the duration of the extension, the number of possible extensions, requirements for additional payments to the trust in connection with an extension, and other potential terms for consideration by our shareholders. If we are unable to complete our initial business combination within 24 months from the closing of this offering (or 27 months from the closing of this offering if we have executed a definitive agreement for an initial business combination within 24 months from the closing of this offering), or by such earlier liquidation date as our board of directors may approve, or such later period approved by our shareholders, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of taxes payable and less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein.

If we have not completed our initial business combination within the time period described above (including any extensions), we will cease all operations except for the purpose of winding up, redeem the public shares, and, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

See “

Summary

—

—

Redemption of public shares and distribution and liquidation if no initial business combination.

”

Currently, there is no public market for our Class A ordinary shares. We intend to apply to have our Class A ordinary shares listed on the New York Stock Exchange (“NYSE”), under the symbol “AEXA” on or promptly after the date of this prospectus. We cannot guarantee that our Class A ordinary shares will be approved for listing on NYSE.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “

” beginning on page 50 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities.

In addition to the underwriting discounts and commissions, we intend to engage Santander US Capital Markets LLC to provide advisory services from time to time. As compensation for the services provided under our engagement letter with Santander US Capital Markets LLC, we will agree to pay Santander US Capital Markets LLC an advisory fee equal to 3% of the gross proceeds raised in the IPO, payable upon closing of our initial business combination. We will also agree to indemnify Santander US Capital Markets LLC and its affiliates in connection with its role in providing the advisory services.

Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $250 million, or $287.5 million if the underwriter’s over-allotment option is exercised in full ($10.00 per share in either case), will be placed into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee.

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming the Class B ordinary shares convert to Class A ordinary shares upon achievement of the share price milestones described herein. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares on the terms described herein, and any private placement shares of the post-business combination entity issuable in connection with the conversion of up to $1,500,000 of loans from our sponsor, members of our management team or their affiliates, at a price of $10.00 per share, may result in material dilution to our public shareholders. Such dilution could materially increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares (assuming the stock price thresholds applicable to the conversion of the founder shares described above and elsewhere in this prospectus are satisfied) on a greater than

basis upon conversion of the founder shares, except if we increase the size of this offering, in which case we will effect a share capitalization or other appropriate mechanism immediately prior to the consummation of this offering in an amount necessary to maintain the number of founder shares at 30% of our issued and outstanding ordinary shares upon the consummation of this offering (not including the private placement shares), which may result in further material dilution to our public shareholders.

See “

Summary

—

—

.”

In addition, our board of directors is not currently contemplating and does not anticipate approving any share capitalizations in the foreseeable future.

See “

Dividend Policy

—

—

The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline

.” and “

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Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

—

We may issue additional Class

A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class

A ordinary shares upon the conversion of the founder shares at a ratio greater than

as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.

”

The following table illustrates the difference between the deemed offering price of $10.00 per share and our net tangible book value per share (“NTBV”), as adjusted to give effect to this offering, including the structure of the underwriting commissions, and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option.

See “

Dilution

Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have aconflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director may or may be required to present a business combination opportunity to such entities.

See “

Proposed Business

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Sourcing of Potential Business Combination Targets

Management

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The underwriter is offering the Class A ordinary shares for sale on a firm commitment basis. The underwriter expects to deliver the Class A ordinary shares to the purchasers on or about , 2025.

Sole Book-Running Manager

Santander

, 2025