SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Santander US Capital Markets LLC
 437 Madison Avenue New York, New York 10022
 September 23, 2025 VIA EDGAR
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington,
D.C. 20549 Attention: Eric McPhee, Isaac Esquivel, Benjamin Holt, and Pam Howell
 Re: American Exceptionalism Acquisition Corp. A
 Registration Statement on Form S-1
 Filed August 18, 2025, as amended
 File No. 333-289701 Dear Mr. McPhee,
Mr. Esquivel, Mr. Holt. and Ms. Howell: In connection with the above-referenced Registration Statement, and pursuant to
Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of American Exceptionalism Acquisition Corp. A that the effective date of the Registration Statement be accelerated so that it will be
declared effective at 4:00 p.m., Eastern Time, on September 25, 2025, or as soon as practicable thereafter. Pursuant to
Rule 460 under the Act, please be advised that we expect to distribute approximately 1,000 copies of the Preliminary Prospectus dated September 17, 2025 (the “Preliminary Prospectus”) through the date hereof, to underwriters,
dealers, institutions and others. In connection with the Preliminary Prospectus distribution for the above-referenced issue, the
prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b) under the Securities Exchange Act of 1934, as
amended. * * *
 [ Signature Page Follows ]

 Very truly yours,
 SANTANDER US CAPITAL MARKETS LLC

 By:

 /s/ Ryan Kelley

 Name: Ryan Kelley

 Title: Managing Director

 By:

 /s/ Molly Deale Kramer

 Name: Molly Deale Kramer

 Title: Executive Director

 cc:
 Davis Polk & Wardwell LLP

CORRESP
 1
 filename1.htm

 CORRESP

 American Exceptionalism Acquisition Corp. A
 506 Santa Cruz Ave., Suite 300
 Menlo Park, CA 94025
 September 23, 2025 VIA EDGAR AND E-MAIL U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F. Street, N.E.
 Washington, D.C. 20549-7010 Attention: Eric McPhee
 Isaac Esquivel Benjamin Holt
 Pam Howell

 Re:
 American Exceptionalism Acquisition Corp. A
 Registration Statement on Form S-1
 File No. 333-289701
 Ladies and Gentlemen: Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, American Exceptionalism Acquisition Corp. A (the “ Company ”) hereby requests that the effectiveness of the Company’s Registration Statement on Form S-1 (File No. 333-289701) be accelerated by the U.S. Securities and Exchange Commission to 4:00 p.m. Eastern Time on September 25, 2025, or as soon as possible
thereafter. * * * * *

 The Company hereby authorizes Steven R. Green of Wachtell, Lipton, Rosen & Katz to
orally modify or withdraw this request for acceleration. Please contact Mr. Green at (212) 403-1035 with any questions you may have concerning this request, and please notify him when this request
for acceleration has been granted.

 Very truly yours,

 American Exceptionalism Acquisition Corp. A

 By:

 /s/ Jeffrey Vignos

 Name:

 Jeffrey Vignos

 Title:

 Chief Financial Officer

 cc:
 Wachtell, Lipton, Rosen & Katz
 Raaj S. Narayan; Steven R. Green

CORRESP
 1
 filename1.htm

 CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]
 September 17, 2025 VIA EDGAR
 Securities and Exchange Commission Division of
Corporation Finance Office of Real Estate & Construction
 100 F Street, NE Washington, D.C. 20549
 Attention: Eric McPhee  
Isaac Esquivel   Benjamin Holt
   Pam Howell
 Re: American Exceptionalism Acquisition Corp. A
 Registration Statement on Form S-1
 Amendment Filed September 15, 2025
 File No. 333-289701
 Ladies and Gentlemen: On
behalf of our client, American Exceptionalism Acquisition Corp. A (the “Company”), we are providing the Company response to the comments of the Staff (the “Staff”) of the Division of Corporation Finance (the
“Division”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated September 16, 2025, with respect to the above-referenced Registration Statement on Form
 S-1 (the “Registration Statement”). The Company has filed via EDGAR Amendment
No. 2 to the Registration Statement (the “Amended Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For the Staff’s convenience, the
text of the Staff’s comment is set forth below in bold, followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Terms not otherwise defined in
this letter shall have the meanings set forth in the Amended Registration Statement. Amendment No. 1 to Registration Statement on
Form S-1 filed September 15, 2025 Exhibits

 1
 The trust account termination letter attached as Exhibit A to the Investment Management Trust Agreement
filed as Exhibit 10.2 states that “ . . . counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds . .
.” Nasdaq Listing Rule IM-5101-2(a) states that “[a]t least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent
trustee.” It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. We also note that the exhibit is inconsistent with the disclosure in the prospectus,
which states proceeds will not be released until “the completion of our initial business combination.” Please reconcile the disclosure and advise how this is consistent with the Nasdaq Listing Rule.
 Response : The Company has revised Exhibit 10.2 of the Amended Registration Statement in response to the Staff’s comment to
clarify that the Business Combination will be consummated prior to or at the same time that funds are being transferred in compliance with the listing rules of the New York Stock Exchange.

 September 17, 2025
 Page
 2

 If you have any questions related to this letter, please do not hesitate to contact Steven R.
Green at (212) 403-1035 or Raaj S. Narayan at (212) 403-1349.

 Sincerely

 By:

 /s/ Steven R. Green

 Name:

 Steven R. Green
 Enclosures

 cc:   

 Steven Trieu
 Chief Executive Officer
 American Exceptionalism Acquisition Corp. A
 Jeffrey Vignos
 Chief Financial Officer
 American Exceptionalism Acquisition Corp. A
 Raaj S. Narayan
 Wachtell, Lipton, Rosen & Katz

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 16, 2025

Steven Trieu
Chief Executive Officer
American Exceptionalism Acquisition Corp. A
506 Santa Cruz Ave., Suite 300
Menlo Park, CA 94025

 Re: American Exceptionalism Acquisition Corp. A
 Registration Statement on Form S-1
 Amendment filed September 15, 2025
 File No. 333-289701
Dear Steven Trieu:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form S-1 filed September 15, 2025
Exhibits

1. The trust account termination letter attached as Exhibit A to the
Investment
 Management Trust Agreement filed as Exhibit 10.2 states that " . . .
counsel for the
 Company shall deliver to you written notification that the Business
Combination has
 been consummated, or will be consummated substantially concurrently with
your
 transfer of funds . . ." Nasdaq Listing Rule IM-5101-2(a) states that
[a]t least 90% of
 the gross proceeds . . . must be deposited in a trust account maintained
by an
 independent trustee. It is unclear how the release of funds earlier
than the
 consummation of the initial business combination would comport with this
listing
 standard. We also note that the exhibit is inconsistent with the
disclosure in the
 prospectus, which states proceeds will not be released until "the
completion of our
 September 16, 2025
Page 2

 initial business combination." Please reconcile the disclosure and
advise how this is
 consistent with the Nasdaq Listing Rule.
 Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with
any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Steven R. Green, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]
 September 15, 2025 VIA EDGAR
 Securities and Exchange Commission Division of Corporation
Finance Office of Real Estate & Construction 100 F
Street, NE Washington, D.C. 20549 Attention: Eric McPhee
 Isaac Esquivel Benjamin
Holt Pam Howell

 Re:
 American Exceptionalism Acquisition Corp. A

  
 Registration Statement on Form S-1

  
 Filed August 18, 2025

  
 File No. 333-289701
 Ladies and Gentlemen: On
behalf of our client, American Exceptionalism Acquisition Corp. A (the “Company”), we are providing the Company response to the comments of the Staff (the “Staff”) of the Division of Corporation Finance (the
“Division”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated September 11, 2025, with respect to the above-referenced Registration Statement on Form
 S-1 (the “Registration Statement”). The Company has filed via EDGAR Amendment
No. 1 to the Registration Statement (the “Amended Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For the Staff’s convenience, the
text of the Staff’s comment is set forth below in bold, followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Terms not otherwise defined in
this letter shall have the meanings set forth in the Amended Registration Statement. Registration Statement on Form
 S-1 filed August 18, 2025 Cover Page

 1.
 We note that “in the future” you may reimburse an affiliate of your sponsor for accounting,
bookkeeping, office space, IT support, research, professional, secretarial and administrative services. We note that you have filed the form of the agreement as exhibit 10.8 and that the principal executive offices of the company, as disclosed on
page 20, are the same address as in the agreement. To the extent that the agreement will be signed upon completion of the offering, please revise to clearly disclose that you will reimburse such fees, rather than the current disclosure, which
appears to indicate such agreement is not certain. Otherwise, please clarify. Response : The Company has
revised the disclosure on pages 15, 42, 101, 111, 128, 161 and 174 of the Amended Registration Statement in response to the Staff’s comment.

 September 15, 2025
 Page
 2

 Summary
 Conflicts of Interest, page 42

 2.
 Please expand your disclosure on pages 42-44 to also describe
conflicts of interest relating to payments to your sponsor, officers or directors, or your or their affiliates for services rendered prior to or in connection with the completion of your initial business combination, as referenced on page 41. See
Item 1602(b)(7) of Regulation S-K. Response : The Company has revised
the disclosure on pages 44-45 of the Amended Registration Statement in response to the Staff’s comment.

 3.
 Please revise to clarify, as you state in your risk factor on pages
 84-85, that your sponsor, its manager, and your officers and directors may pursue business combinations for blank check companies that it has sponsored in any order, which could result in its more recent blank
check companies completing business combinations prior to its blank check companies that were launched earlier. Please also revise to reconcile your disclosure here stating that the fiduciary duties or contractual obligations of your officers or
directors to other entities could materially affect your ability to complete your initial business combination, with your disclosure on page 163 stating that you do not believe such fiduciary duties or contractual obligations will materially affect
your ability to complete your initial business combination. Response : The Company has revised the disclosure
on pages 13 and 127 of the Amended Registration Statement in response to the Staff’s comment. Risk Factors
 We may issue our shares to investors in connection with our initial business combination . . . ,
 page 70

 4.
 Please expand to disclose the impact to you and investors of PIPE issuances, including that the arrangements
result in costs particular to the de-SPAC process that would not be anticipated in a traditional IPO. If true, disclose that the agreements are intended to ensure a return on investment to the investor in
return for funds providing sufficient liquidity. Response : The Company has revised the disclosure on page 71
of the Amended Registration Statement in response to the Staff’s comment. Management, page 157

 5.
 Please revise to ensure you have disclosed the business experience during the past five years of each
director, executive officer, and each person nominated or chosen to become a director. For instance, please ensure you have described the experience for each individual for the past five years. See Item 401(e) of Regulation S-K. Response : The Company has revised the disclosure on pages 158 and 159
of the Amended Registration Statement in response to the Staff’s comment. * * *

 September 15, 2025
 Page
 3

 If you have any questions related to this letter, please do not hesitate to contact Steven R.
Green at (212) 403-1035 or Raaj S. Narayan at (212) 403-1349.

 Sincerely

 By:

 /s/ Steven R. Green

 Name:

 Steven R. Green
 Enclosures

 cc:

 Steven Trieu Chief Executive Officer
 American Exceptionalism Acquisition Corp. A
 Jeffrey Vignos Chief Financial Officer
 American Exceptionalism Acquisition Corp. A
 Raaj S. Narayan Wachtell, Lipton, Rosen &
Katz

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 11, 2025

Steven Trieu
Chief Executive Officer
American Exceptionalism Acquisition Corp. A
506 Santa Cruz Ave., Suite 300
Menlo Park, CA 94025

 Re: American Exceptionalism Acquisition Corp. A
 Registration Statement on Form S-1
 Filed August 18, 2025
 File No. 333-289701
Dear Steven Trieu:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed August 18, 2025
Cover Page

1. We note that "in the future" you may reimburse an affiliate of your
sponsor
 for accounting, bookkeeping, office space, IT support, research,
professional,
 secretarial and administrative services. We note that you have filed the
form of the
 agreement as exhibit 10.8 and that the principal executive offices of
the company, as
 disclosed on page 20, are the same address as in the agreement. To the
extent that the
 agreement will be signed upon completion of the offering, please revise
to clearly
 disclose that you will reimburse such fees, rather than the current
disclosure, which
 appears to indicate such agreement is not certain. Otherwise, please
clarify.
 September 11, 2025
Page 2
Summary
Conflicts of Interest, page 42

2. Please expand your disclosure on pages 42-44 to also describe conflicts
of
 interest relating to payments to your sponsor, officers or directors, or
your or their
 affiliates for services rendered prior to or in connection with the
completion of your
 initial business combination, as referenced on page 41. See Item
1602(b)(7) of
 Regulation S-K.
3. Please revise to clarify, as you state in your risk factor on pages
84-85, that your
 sponsor, its manager, and your officers and directors may pursue
business
 combinations for blank check companies that it has sponsored in any
order, which
 could result in its more recent blank check companies completing
business
 combinations prior to its blank check companies that were launched
earlier. Please
 also revise to reconcile your disclosure here stating that the fiduciary
duties or
 contractual obligations of your officers or directors to other entities
could materially
 affect your ability to complete your initial business combination, with
your disclosure
 on page 163 stating that you do not believe such fiduciary duties or
contractual
 obligations will materially affect your ability to complete your initial
business
 combination.
Risk Factors
We may issue our shares to investors in connection with our initial business
combination . . . ,
page 70

4. Please expand to disclose the impact to you and investors of PIPE
issuances,
 including that the arrangements result in costs particular to the
de-SPAC process that
 would not be anticipated in a traditional IPO. If true, disclose that
the agreements are
 intended to ensure a return on investment to the investor in return for
funds providing
 sufficient liquidity.
Management, page 157

5. Please revise to ensure you have disclosed the business experience
during the past five
 years of each director, executive officer, and each person nominated or
chosen to
 become a director. For instance, please ensure you have described the
experience for
 each individual for the past five years. See Item 401(e) of Regulation
S-K.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 September 11, 2025
Page 3

 Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with
any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Steven R. Green, Esq.
</TEXT>
</DOCUMENT>