AEXA 8-K
American Exceptionalism Acquisition Corp. A (AEXA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission File Number: 001-42866
| (State of Incorporation) |
(I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 1, 2026, Michael Teng was appointed to the board of directors (the “Board”) of American Exceptionalism Acquisition Corp. A (the “Company”), effective immediately. In connection with Mr. Teng’s appointment, the Board appointed Mr. Teng to serve as a member of the audit committee of the Board, effective immediately. The Board has determined that Mr. Teng is an independent director under applicable Securities and Exchange Commission (“SEC”) and New York Stock Exchange listing rules.
In connection with his appointment to the Board, Mr. Teng entered into the following agreements with the Company:
| • | a joinder to that certain letter agreement, dated as of September 25, 2025, by and among the Company, its directors and officers and AEXA Sponsor LLC (the “Sponsor” and such letter agreement, the “Letter Agreement”), which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2025; |
| • | a joinder to that certain registration rights agreement, dated as of September 25, 2025, by and among the Company, the Sponsor and the Holders thereto (the “Registration Rights Agreement”), which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2025; and |
| • | a standard director indemnification agreement with the Company, the form of which was filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2025. |
The foregoing descriptions of such agreements do not purport to be complete and are qualified in their entireties by the full text of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 and are incorporated herein by reference.
The Company will reimburse Mr. Teng for reasonable out-of-pocket expenses incurred in connection with fulfilling his role as a director. On September 1, 2026, the Sponsor transferred 150,000 Class B shares to Mr. Teng.
Other than the foregoing, Mr. Teng is not party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN EXCEPTIONALISM ACQUISITION CORP. A | ||||||
| Dated: September 4, 2026 | By: | /s/ Steven Trieu | ||||
| Steven Trieu | ||||||
| Chief Executive Officer | ||||||
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Exhibit 10.1
JOINDER TO
LETTER AGREEMENT
The undersigned hereby agrees to become a party to the Letter Agreement, dated as of September 25, 2025, by and among American Exceptionalism Acquisition Corp. A, a Cayman Islands exempted company, AEXA Sponsor LLC, a Cayman Islands limited liability company and the other parties thereto (each, an “Insider” and collectively, the “Insiders”) (as amended from time to time, the “Agreement”), hereby accepts and agrees to be subject to, and comply with the terms, conditions and provisions of, the Agreement as an Insider thereunder, and shall be entitled to the rights and benefits and subject to the duties and obligations of an Insider thereunder.
Date: September 1, 2026
[Signature page follows]
| DIRECTOR: | ||
| By: | /s/ Michael Teng | |
| Name: Michael Teng | ||
[Signature Page to Joinder to Letter Agreement]
| THE COMPANY: | ||
| AMERICAN EXCEPTIONALISM CORP. A | ||
| By: | /s/ Steven Trieu | |
| Name: Steven Trieu | ||
| Title: Chief Executive Officer | ||
| THE SPONSOR: | ||
| AEXA SPONSOR LLC | ||
| A | ||
| By: | /s/ Steven Trieu | |
| Name: Steven Trieu | ||
| Title: Chief Executive Officer | ||
[Signature Page to Joinder to Letter Agreement]
Exhibit 10.3
JOINDER TO
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby agrees to become a party to the Registration Rights Agreement, dated as of September 25, 2025, by and among American Exceptionalism Acquisition Corp. A, a Cayman Islands exempted company, AEXA Sponsor LLC, a Cayman Islands limited liability company and the other parties thereto (together with the Sponsor, the “Holders” and, each, a “Holder”) (as amended from time to time, the “Agreement”), hereby accepts and agrees to be subject to, and comply with the terms, conditions and provisions of, the Agreement as a Holder thereunder, and shall be entitled to the rights and benefits and subject to the duties and obligations of a Holder thereunder.
Date: September 1, 2026
[Signature page follows]
| DIRECTOR: | ||
| By: | /s/ Michael Teng | |
| Name: Michael Teng | ||
[Signature Page to Joinder to Registration Rights Agreement]
| THE COMPANY: | ||
| AMERICAN EXCEPTIONALISM CORP. A | ||
| By: | /s/ Steven Trieu | |
| Name: Steven Trieu | ||
| Title: Chief Executive Officer | ||
| THE SPONSOR: | ||
| AEXA SPONSOR LLC A | ||
| By: | /s/ Steven Trieu | |
| Name: Steven Trieu | ||
| Title: Chief Executive Officer | ||
[Signature Page to Joinder to Registration Rights Agreement]