AEXA 10-K & 10-Q changes, risk factors and insider trading

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to AMERICAN EXCEPTIONALISM ACQUISITION CORP. AA. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to AEXA Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 11, 2025 (inception) through MarchJune 31,30, 2026, were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for our Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in our trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had a net income of $2,911,392,$2,822,328, which consisted of interest earned on marketable securities held in our trust account of $3,063,161$3,110,650 offset by general and administrative costs of $151,769.$288,322.

On September 29, 2025, we consummated our Initial Public Offering of 34,500,000 Class A Ordinary Shares, which includes the full exercise by the underwritersunderwriter of theirits over-allotment option in the amount of 4,500,000 Class A Ordinary Shares, at $10.00 per share, generating gross proceeds of $345,000,000. Simultaneously with the closing of our Initial Public Offering, we consummated the sale of 175,000 private placement shares, at a price of $10.00 per private placement share in a private placement to the Sponsor, generating gross proceeds of $1,750,000.

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $149,426.$204,305. This amount primarily reflects a net income of $2,911,392,$5,733,720, partially offset by interest income of $3,063,161$6,173,811 and changes in operating assets and liabilities of $2,343.$235,786.

As of MarchJune 31,30, 2026, we had investments held in our trust account of $351,429,323$354,539,973 (including approximately $3,063,161$9,539,973 of interest income) consisting of investments in money market funds that invest in U.S. Treasury Billssecurities and comply with aRule maturity2a-7 ofunder 185the daysInvestment orCompany less.Act. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026, we had cash of $281,505$226,626 outside our trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

WeAlthough domanagement notbelieves believeits wecurrent willcash resources are sufficient to support near-term operations, the Company may need to raiseobtain additional funds in orderfinancing to meet the expenditures required forfuture operating ourrequirements business.and sustain its business activities. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of these financial statements. Management plans to complete a businessBusiness combinationCombination or raise additional capital; however, there can be no assurance that the Company will be successful in doing so.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement that the Company havehas granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,450,0004,500,000 Class A Ordinary Shares to cover over-allotments, if any. On September 29, 2025, the underwritersunderwriter exercised theirits over-allotment option, closing on the 3,450,0004,500,000 additional Class A Ordinary Shares simultaneously with the Initial Public Offering.

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement.judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.